Ontario Superior Court of Justice Commercial List

Court File No. CV-17-587463-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

B E T W E E N:

THE CATALYST CAPITAL GROUP INC. and CALLIDUS CAPITAL CORPORATION Plaintiffs

and

WEST FACE CAPITAL INC., GREGORY BOLAND, M5V ADVISORS INC. C.O.B. ANSON GROUP CANADA, ADMIRALTY ADVISORS LLC, FRIGATE VENTURES LP, ANSON INVESTMENTS LP, ANSON CAPITAL LP, ANSON INVESTMENTS MASTER FUND LP, AIMF GP, ANSON CATALYST MASTER FUND LP, ACF GP, MOEZ KASSAM, ADAM SPEARS, SUNNY PURI, CLARITYSPRING INC., NATHAN ANDERSON, BRUCE LANGSTAFF, ROB COPELAND, KEVIN BAUMANN, JEFFREY MCFARLANE, DARRYL LEVITT, RICHARD MOLYNEUX, GERALD DUHAMEL, GEORGE WESLEY VOORHEIS, BRUCE LIVESEY and JOHN DOES #4-10 Defendants

and

CANACCORD GENUITY CORP. Third Party

A N D B E T W E E N:

WEST FACE CAPITAL INC. and GREGORY BOLAND

Plaintiffs by Counterclaim

and

THE CATALYST CAPITAL GROUP INC., CALLIDUS CAPITAL CORPORATION, NEWTON GLASSMAN, GABRIEL DE ALBA, JAMES RILEY, VIRGINIA JAMIESON, EMMANUEL ROSEN, B.C. STRATEGY LTD. D/B/A BLACK CUBE, B.C. STRATEGY UK LTD. D/B/A BLACK CUBE and INVOP LTD. D/B/A PSY GROUP

Defendants to the Counterclaim

A N D B E T W E E N:

BRUCE LANGSTAFF Plaintiff by Counterclaim

and

THE CATALYST CAPITAL GROUP INC. and CALLIDUS CAPITAL CORPORATION

Defendants to the Counterclaim

SECOND SUPPLEMENTARY MOTION RECORD OF WEST FACE CAPITAL INC. AND GREGORY BOLAND

(RE: Defendants’ Anti-SLAPP Motions returnable May 17-21, 2021)

VOLUME 4 of 4

May 5, 2021 DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto ON M5V 3J7

Kent E. Thomson (LSO# 24264J) Tel: 416.863.5566 Email: [email protected]

Matthew Milne-Smith (LSO# 44266P) Tel: 416.863.5595 Email: [email protected]

Andrew Carlson (LSO# 58850N) Tel: 416.367.7437 Email: [email protected]

Maura O'Sullivan (LSO# 77098R) Tel: 416.367.7481 Fax: 416.863.0871 Email: [email protected]

Tel: 416.863.0900 Fax: 416.863.0871

Lawyers for the Defendants (Plaintiffs by Counterclaim), West Face Capital Inc. and Gregory Boland

TO: GOWLING WLG (CANADA) LLP Barristers and Solicitors 1 First Canadian Place 100 King Street West Suite 1600 Toronto ON M5X 1G5

Richard G. Dearden Tel.: 613.786.0135 Fax: 613.788.3430 Email: [email protected] John Callaghan Tel: 416.369.6693 Fax: 416.862.7661 Email: [email protected] Benjamin Na Tel: 416.862.4455 Fax: 416.863.3455 Email: [email protected] Matthew Karabus Tel: 416.369.6181 Fax: 416.862.7661 Email: [email protected] Marco Romeo Tel.: 416-862-5751 Fax: 416-862-7661 Email: [email protected]

Tel: 416.862.7525 Fax: 416.862.7661

Lawyers for the Plaintiffs (Defendants to the Counterclaim), The Catalyst Capital Group Inc. and Callidus Capital Corporation and the Defendants to the Counterclaim, Gabriel De Alba, James Riley and Newton Glassman

AND TO: MOORE BARRISTERS Suite 1600 393 University Avenue Toronto ON M5G 1E6

David C. Moore (LSO# 16996) Tel: 416.581.1818 ext. 222 Email: [email protected] Ken Jones Tel: 416.581.1818 ext. 224 Fax: 416.581.1279 Email: [email protected]

Tel: 416.581.1818 ext. 222 Fax: 416.581.1279

AND TO: TORYS LLP Barristers and Solicitors 79 Wellington Street West Suite 3000 Box 270, TD South Tower Toronto ON M5K 1N2

Linda M. Plumpton Tel: 416.865.8193 Fax: 416.865.7380 Email: [email protected] Leora Jackson Tel: 416.865.7547 Fax: 416.865.7380 Email: [email protected] Stacey Reisman Tel: 416.865.7537 Fax: 416.865.7380 Email: [email protected]

Tel: 416.865.0040 Fax: 416.865.7380

Lawyers for the Defendants, M5V Advisors Inc. c.o.b. Anson Group Canada, Admiralty Advisors LLC, Frigate Ventures LP, Anson Investments LP, Anson Capital LP, Anson Investments Master Fund LP, AIMF GP, Anson Catalyst Master Fund LP, ACF GP, Moez Kassam, Adam Spears and Sunny Puri

AND TO: LERNERS LLP Barristers and Solicitors 130 Adelaide Street West Suite 2400 Toronto ON M5H 3P5

Lucas E. Lung (LSO# 52595C) Tel: 416.601.2673 Fax: 416.601.4192 Email: [email protected] Rebecca Shoom Tel: 416.601.2382 Fax: 416.601.4185 Email: [email protected]

Tel: 416.867.3076 Fax: 416.867.9192

Lawyers for the Defendants, Clarityspring Inc. and Nathan Anderson

TO: MATHERS MCHENRY & CO. Suite 2700 TD Canada Trust Tower 161 Bay Street Toronto ON M5J 2S1

Devin Jarcaig Email: [email protected] Tel: 416.572.2140 Fax: 647.660.8119

Lawyers for the Defendant (Plaintiff by Counterclaim), Bruce Langstaff

AND TO: ST. LAWRENCE BARRISTERS LLP 33 Britain Street Second Floor Toronto ON M5A 1R7

Phil Tunley Tel: 647.964.3495 Email: [email protected] Alexi Wood Tel: 647.245.8283 Fax: 647.245.2121 Email: [email protected]

Tel: 647.964.3495 Fax: 647.245.8285

Lawyers for the Defendant, Rob Copeland

AND TO: KEVIN BAUMANN

Email: [email protected] Tel: 403.505.7784

Defendant

AND TO: JEFFREY MCFARLANE 220 Dominion Drive Suite B Morrisville NC 27560

Email: [email protected]

Defendant

AND TO: DARRYL LEVITT Suite 100 400 Applewood Cres. Vaughan ON L4K 0C3

Email: [email protected] Tel: 416.879.6965

Defendant

AND TO: SOLMON ROTHBART TOURGIS SLODOVNICK LLP Suite 701 375 University Avenue Toronto ON M5G 2J5

Melvyn L. Solmon Tel: 416.947.1093 Email: [email protected]

Tel: 416.947.1093 Fax: 416.947.0079

Lawyers for the Defendant, Richard Molyneux

AND TO: WHITTEN & LUBLIN Barristers and Solicitors 141 Adelaide Street West Suite 1100 Toronto ON M5H 3L5

Ben J. Hahn (LSO# 64412J) Email: [email protected] Tel: 647.494.9445 Fax: 416.644.5198

Lawyers for the Defendant, Gerald Duhamel

AND TO: MCCARTHY, TÉTRAULT LLP Barristers and Solicitors TD Bank Tower 66 Wellington Street West Suite 5300 Toronto ON M5K 1E6

R. Paul Steep (LSO# (LSO #21869L)) Tel: 416.601.7998 Email: [email protected] Erin Chesney Tel: 416.601.8215 Email: [email protected]

Tel: 416.362.1812 Fax: 416.868.0673

Lawyers for the Defendant, George Wesley Voorheis

AND TO: A. DIMITRI LASCARIS LAW PROFESSIONAL CORPORATION G101-360 Rue Saint-Jacques Montreal QC H2Y 1P5

A. Dimitri Lascaris (LSO# 50074A) Email: [email protected] Tel: 514.941.5991 Fax: 519.660.7845

Lawyers for the Defendant, Bruce Livesey

AND TO: KALLOGHLIAN AND MYERS LLP Suite 2201 250 Yonge Street Toronto ON M5B 2L7

A.J. Freedman Email: [email protected] Tel: 647.968.9560 Fax:

Lawyers for the Defendant, Bruce Livesey

AND TO: CRAWLEY MACKEWN BRUSH LLP Barristers and Solicitors 179 John Street Suite 800 Toronto ON M5T 1X4

Robert Brush Tel: 416.217.0822 Fax: 416.217.0220 Email: [email protected] Clarke Tedesco Tel: 416.217.0884 Fax: 416.217.0220 Email: [email protected]

Tel: 416.217.0110 Fax: 416.217.0220

Lawyers for the Third Party, Canaccord Genuity Corp.

AND TO: MACKENZIE BARRISTERS 120 Adelaide Street West Suite 2100 Toronto ON M5H 1T1

Gavin MacKenzie Tel: 416.304.9293 Fax: 416.304.9296 Email: [email protected] Brooke MacKenzie Tel: 416.304.9294 Fax: 416.304.9296 Email: [email protected]

Tel: 416.304.9293 Fax: 416.304.9296

Lawyers for the Defendant to the Counterclaim, Virginia Jamieson

AND TO: EMMANUEL ROSEN ID No. 56548456 26 Shaar Ha'amakim Street Hod Hasaron Merkus 45000

Defendant to the Counterclaim

AND TO: ADAIR GOLDBLATT BIEBER LLP 95 Wellington Street West Suite 1830 Toronto ON M5J 2N7

John Adair (LSO# 52169V) Tel: 416.941.5858 Email: [email protected] Michael Darcy Tel: 416.583.2392 Fax: 647.689.2059 Email: [email protected]

Tel: 416.499.9940 Fax: 647.689.2059

Lawyers for the Defendants to the Counterclaim, B.C. Strategy Ltd. d/b/a Black Cube and B.C. Strategy UK Ltd. d/b/a Black Cube

AND TO: INVOP LTD. D/B/A PSY GROUP INC. ID 58615667 7 Menahem Begin Str. 12th Floor Ramat Gan 5268102

Defendant to the Counterclaim

Court File No. CV-17-587463-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

B E T W E E N:

THE CATALYST CAPITAL GROUP INC. and CALLIDUS CAPITAL CORPORATION Plaintiffs

and

CANACCORD GENUITY CORP. Third Party

A N D B E T W E E N:

WEST FACE CAPITAL INC. and GREGORY BOLAND

Plaintiffs by Counterclaim

and

Defendants to the Counterclaim

A N D B E T W E E N:

BRUCE LANGSTAFF Plaintiff by Counterclaim

and

THE CATALYST CAPITAL GROUP INC. and CALLIDUS CAPITAL CORPORATION

Defendants to the Counterclaim

INDEX

TAB DOCUMENT PAGE NO.

Cross-Examination Evidence of James Riley

VOLUME 1

Transcript of the Cross-Examination of James Riley (by 1 counsel to the West Face Parties) held on October 26, 2020

Excerpted Transcript of the Cross-Examination of James 249 Riley (by counsel to the West Face Parties) held on October 27, 2020

Excerpted Transcript of the Cross-Examination of James 262 Riley (by counsel to Rob Copeland) held on November 18, 2020

Chart of Responses to Mr. Riley’s Undertakings, Advisements 270 and Refusals given during cross-examination by counsel to the West Face Parties on October 26-27, 2020

VOLUME 2

Transcript of the Cross-Examination of James Riley held on 298 April 22, 2021

Cross-Examination Evidence of Philip Panet

Excerpted Transcript of the Cross-Examination of Philip 521 Panet held on December 8, 2020

TAB DOCUMENT PAGE NO.

Chart of Supplemental Responses to Mr. Panet's 562 Undertakings, Advisements, and Refusals given during cross- examination on December 8, 2020

Excerpted Transcript of the Cross-Examination of Philip 575 Panet held on April 20, 2021

Chart of Responses to Mr. Panet’s Undertakings, 587 Advisements, and Refusals given during cross-examination on April 20, 2021

VOLUME 3

Cross-Examination Evidence of Greg Boland

Excerpted Transcript of the Cross-Examination of Greg 591 Boland held on December 9, 2020

Excerpted Transcript of the Cross-Examination of Greg 711 Boland held on December 10, 2020

Chart of Supplemental Responses to Mr. Boland's 743 Undertakings, Advisements, and Refusals given during cross- examination on December 9-10, 2020

Excerpted Transcript of the Cross-Examination of Greg 759 Boland held on April 20, 2021

Chart of Responses to Mr. Boland's Undertakings, 814 Advisements, and Refusals given during cross-examination on April 20, 2021

Cross-Examination Evidence of Newton Glassman

Excerpted Transcript of the Cross-Examination of Newton 817 Glassman held on May 3, 2021

Cross-Examination Evidence of Other Defendants’ Witnesses

Excerpted Transcript of the Cross-Examination of Jacquie 829 McNish held on November 12, 2020

Excerpted Transcript of the Cross-Examination of Nathan 836 Anderson held on November 20, 2020

TAB DOCUMENT PAGE NO.

Excerpted Transcript of the Cross-Examination of Bruce 839 Livesey held on December 18, 2020

Additional Documentary Evidence Arising in Cross-Examinations

List of Documents Bruce Livesey Received from West Face 849 (Exhibit 2 to the Cross-Examination of Philip Panet held on April 20, 2021)

Email from Boland to Daniels dated December 9, 2014 and 851 attachment

Second Email from Boland to Daniels dated December 9, 854 2014 and attachment

Email from Boland to Daniels dated December 10, 2014, and 910 attachment

VOLUME 4

Catalyst’s Notice of Motion (in the Moyse Action) dated 925 January 13, 2015 (Tab 25 of Exhibit 2 to the Cross- Examination of James Riley held on October 26, 2020)

Letter from the OSC to Callidus dated December 15, 2016 942

Catalyst Presentation at the Annual Meeting of Funds III, IV 947 and IV-PP dated April 4, 2017 (Tab 41 of Exhibit 2 to the Cross-Examination of James Riley held on October 26, 2020)

Emails among Dan Gagnier, James Riley and Rob Sanchioni 999 dated June 29-30, 2017 (Tab 48 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2021)

Letter from Rocco DiPucchio to Matthew Milne-Smith dated 1000 July 25, 2017 (Tab 58 of Exhibit 2 to the Cross-Examination of James Riley held on October 26, 2020)

Letter from Matthew Milne-Smith to Rocco DiPucchio dated 1002 July 28, 2017 (Tab 59 of Exhibit 2 to the Cross-Examination of James Riley held on October 26, 2020)

Letter from Rocco DiPucchio to Matthew Milne-Smith dated 1003 July 31, 2017 (Tab 60 of Exhibit 2 to the Cross-Examination of James Riley held on October 26, 2020)

TAB DOCUMENT PAGE NO.

Email from the OSC to Callidus dated August 1, 2017 1004

Letter from Matthew Milne-Smith to Rocco DiPucchio dated 1008 August 2, 2017 (Tab 61 of Exhibit 2 to the Cross-Examination of James Riley held on October 26, 2020)

Email from Marty Musters to James Riley dated August 18, 1009 2017, with attached Forensic Analysis Report re: Cyber Breach dated August 17, 2017 (Tabs 5 and 6 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2021)

Emails among “Vincent Hanna” and Newton Glassman dated 1024 August 11-21, 2017 (Tab 7 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2021)

Emails among Vincent Hanna and Newton Glassman dated 1035 August 11-24, 2017 (Tab 8 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2021)

Handwritten notes of Naomi Lutes dated August 23, 2017 re: 1056 meeting with James Riley, Newton Glassman, Brian Greenspan, Naomi Lutes, and “Vincent Hanna” by phone (Tab 9 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2021)

Email from Lauren Oberson to Brian Greenspan, Naomi Lutes 1070 and James Riley dated September 1, 2017, with attached Memo to File dated August 26, 2017 (Tabs 10 and 11 of Exhibit 8 to the Cross-Examination of James Riley held April 22, 2021)

WhatsApp messages between Danny Guy and Newton 1071 Glassman dated August 23, 2017 to November 17, 2017 (Tab 12 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2017)

Canadian National Railway Company v. Holmes, 2014 ONSC 1107 593 (Tab 13 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2017)

The Globe and Mail article titled: “Ottawa alerts Irving 1114 Shipbuilding over reporters’ queries about contract” dated May 30, 2019 (Tab 14 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2017)

TAB DOCUMENT PAGE NO.

Emails among Newton Glassman, Danny Guy, James Riley, 1118 and John Kingman Phillips dated August 31, 2017 to September 1, 2017 (Tab 15 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2017)

Emails among Derek DeCloet, Dan Gagnier and James Riley 1121 dated September 12, 2017 (Tab 66 of Exhibit 2 to the Cross- Examination of James Riley held on October 26, 2020)

Handwritten notes of Naomi Lutes dated September 12, 2017 1122 re: meeting with James Riley, John Kingman Phillips, Naomi Lutes, and Derrick Snowdy (Tab 26 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2021)

Typewritten notes of Naomi Lutes dated September 12, 2017 1134 re: meeting with James Riley, John Kingman Phillips, Naomi Lutes, and Derrick Snowdy (Tab 27 of Exhibit 8 to the Cross- Examination of James Riley held on April 22, 2021)

Handwritten notes of Naomi Lutes dated September 18, 2017 1142 re: meeting with James Riley Naomi Lutes, and Derrick Snowdy (Tab 31 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2021)

Letter from the OSC to Callidus dated December 19, 2017 1166

Letter from the OSC to Callidus dated July 16, 2018 1167

Report of Patrick Dalton titled Strategic Review and 1171 Remediation Plan dated February 25, 2019 (Tab 46 of Exhibit 8 to the Cross-Examination of James Riley held on April 22, 2021)

Brief of Catalyst Parties’ correspondence with regulators and law enforcement agencies delivered on April 20, 2021

A Email from Cullen Price to David A. Hausman dated 1202 November 6, 2015

B Email from Jim Riley to [email protected] dated June 1203 30, 2017

C Email from Naomi M. Lutes to Jonathan Yu dated August 9, 1204 2017

TAB DOCUMENT PAGE NO.

D Email from Jon Levin to Irena Pantic dated August 9, 2017 1205

E Email from Naomi M. Lutes to Jonathan Yu dated August 10, 1208 2017

F Email from Jon Levin to Irena Pantic dated August 10, 2017 1212

G Email from Jon Levin to Irena Pantic dated August 15, 2017 1216 at 11:17 AM

H Letter from Jon Levin to Irena Pantic and Mathew Britton 1217 dated August 15, 2017 (Attachment to Email from Jon Levin to Irena Pantic dated August 15, 2017 at 11:17 AM)

I Email from Jon Levin to Matthew Britton and Irena Pantic 1228 dated August 15, 2017 at 11:39 AM

J Email from Naomi M. Lutes to Steven Frazer dated September 1230 5, 2017 at 3:35 PM

K Confidential Rough Draft of Transcript of Andrew Levy dated 1231 August 30, 2017 (Attachment to Email from Naomi M. Lutes to Steven Frazer dated September 5, 2017 at 3:35 PM)

L Email from Naomi M. Lutes to Steven Frazer dated September 1259 5, 2017 at 4:39 PM

M Email from Steven Frazer to Naomi M. Lutes dated October 1260 11, 2017

N Email from Brian H. Greenspan to Steven Frazer dated March 1261 27, 2018 at 6:18 PM

O Email from Brian H. Greenspan to Steven Frazer dated March 1262 27, 2018 at 6:19 PM

P Email from Brian H. Greenspan to Steven Frazer dated March 1264 27, 2018 at 6:20 PM

Q Email from Brian H. Greenspan to Steven Frazer dated March 1266 27, 2018 at 6:21 PM

R Email from Brian H. Greenspan to Steven Frazer dated March 1268 28, 2018

TAB DOCUMENT PAGE NO.

S Email from Brian H. Greenspan to Steven Frazer dated April 1269 2, 2018 at 2:04 PM

T Email from Brian H. Greenspan to Steven Frazer dated April 1271 2, 2018 at 2:06 PM

U Email from Brian H. Greenspan to Steven Frazer dated April 1274 2, 2018 at 2:28 PM

V Email from Brian H. Greenspan to Steven Frazer dated April 1276 2, 2018 at 6:15 PM

W Trading Activity Spreadsheet (Attachment 1 to Email from 1278 Brian H. Greenspan to Steven Frazer dated April 2, 2018 at 6:15 PM)

X Trading Activity Spreadsheet (Attachment 2 to Email from 1280 Brian H. Greenspan to Steven Frazer dated April 2, 2018 at 6:15 PM)

Y Email from Brian H. Greenspan to Steven Frazer dated April 1282 13, 2018

Z Email from Brian H. Greenspan to Sharon Timlin dated April 1283 14, 2018

AA Email from Danny Guy to Jim Riley dated April 15, 2018 1284

BB Email from Brian H. Greenspan to Steven Frazer dated May 1286 2, 2018

CC Email from Brian H. Greenspan to Steven Frazer dated May 1288 3, 2018

925

Court File No. CV-14-507120

ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

THE CATALYST CAPITAL GROUP INC. Plaintiff/Moving Party

and

BRANDON MOYSE and WEST FACE CAPITAL INC. Defendants/ Responding Party

NOTICE OF MOTION

The Plaintiff ("Catalyst") will make a motion to a Judge on a date to be scheduled by the

Civil Practice Court, or as soon after that time as (he motion can be heard at the court house, 393

University Avenue, 10th Floor, Toronto, Ontario, MSG 1E6.

PROPOSED METHOD OF HEARING: The Motion is to be heard

[X] orally.

THE MOTION IS FOR

(a) If necessary, an Order abridging the time for delivery of this Notice ofMotion;

(b) An interim, interlocutory and/or permanent injunction restraining the defendant

West Face Capital Inc. ("West Face"), its officers, directors, employees, agents or

any persons acting under its direction or on its behalf, and any other persons

affected by the Order granted from: 926

(i) Participating in the management and/or strategic direction of Wind Mobile

Corp. and any affiliated or related corporations (collectively, "Wind"); and

(ii) Without limiting the generality of the foregoing, participating in the

Spectrum Auction, as that term is defined below;

An Order authorizing an Independent Supervising Solicitor ("ISS") to attend West

Face's premises to create forensic images of all electronic devices, including computers and mobile devices of West Face (the "Images") and to prepare a report which shall:

(i) identify whether the Images contain or contained Catalyst's confidential

and proprietary information ("Confidential Information") and, if possible,

provide particulars or where on the Images the Confidential information is

located or was located, when it was accessed and by whom, and when it

was copied, transferred, shared or deleted and by and to whom; and

(ii) in the case of any identified or recovered emails sent or received

containing or referring to Confidential Information, provide the following

particulars:

(1) who authored the email;

(2) to whom the email was sent, copied and/or blind copied;

(3) the date and time when the email was sent;

(4) the subject line of the email; 927

(5) whether the email contains any attachments, and if so, the names

of the attachments and associated file information (i.e., size, date

information);

(6) the contents of the email; and

(7) if the email was deleted, when the email was deleted.

(d) The costs of this motion on a substantial indemnity basis, plus applicable taxes;

and,

(e) Such further and other relief as this Honourable Court may deem j ust.

THE GROUNDS FOR THE MOTION ARE

The Parties to this Action

(a) Catalyst is a corporation with its head office located in Toronto, Ontario. Catalyst

is a world leader in the field of investments in distressed and undervalued

Canadian situations for control or influence, known as "special situations

investments for control".

(b) West Face is a Toronto-based private equity corporation with assets under

management of approximately $2.5 billion. In December 2013, West Face formed

a credit fund for the purpose of competing directly with Catalyst in the special

situations investments industry.

from November 2012 to June 22, 2014. Moyse was one of only two analysts and 928

had substantial autonomy and responsibility at Catalyst. He was primarily

responsible for analysing new investment opportunities of distressed and/or

under-valued situations where Catalyst could invest for control or influence.

(d) On May 26, 2014, Moyse informed Catalyst of his intention to resign from

Catalyst and to commence employment at West Face prior to the expiry of a non-

competition clause in his employment agreement with Catalyst (the "Non-

Competition Covenant").

(e) On June 23, 2014, Moyse begem working for West Face, in breach of the Non-

Competition Covenant.

Moyse and West Face Falsely Assure Catalyst there has been no Wrongdoing

(f) Between May 30 and June 19, 2014, counsel for the parties to this action

exchanged correspondence and communicated by telephone. Catalyst's counsel

tried, but failed, to get the defendants' counsel to agree to terms which would

avoid the need for litigation.

(g) In this exchange of correspondence, counsel for West Face and Moyse claimed

that their clients were aware of and would respect Moyse's obligations to Catalyst

regarding confidentiality. In particular, West Face's counsel wrote, "Your

assertion that West Face induced Mr. Moyse to breach his contractual obligations

to [Catalyst] is [...] baseless."

(h) As discussed in detail below, this statement is wrong, in March 2014, Tom Dea, a

Partner at West Face ("Dea"), expressly asked Moyse to send him samples of his 929

-5-

work at Catalyst, and Moyse sent Dea four Catalyst investment analysis memos

stamped "Confidential" and "For Internal Discussion Purposes Only".

(i) On June 19, 2014, Moyse's counsel communicated Moyse's intention to

commence employment at West Face effective June 23, 2014. Moyse and West

refused to preserve the status quo while Catalyst sought to enforce restrictive

covenants which prevented Moyse from working at West Face prior to December

22, 2014. On June 24, West Face rebuffed Catalyst's efforts to negotiate a

resolution, following which Catalyst commenced this action and brought a motion

for injunctive relief.

(j) Notably, the defendants insisted on rushing to destroy the status quo even though

West Face had no immediate need for Moyse's services: for the first two weeks of

Moyse's employment at West Face, he was not assigned any tasks.

The Interim Injunction

(k) On July 16, 2014, at the hearing of Catalyst's motion for interim relief, the parties

consented to an order (the "Interim Order"), pursuant to which:

(i) West Face agreed to preserve and maintain all records in its possession,

power or control, whether electronic or otherwise, that relate to Catalyst,

and/or relate to West Face's activities since March 27, 2014, and/or relate

to or are relevant to any of the matters raised in Catalyst's action against

West Face; 930

(ii) Moyse agreed not to work at West Face pending the determination of

Catalyst's motion for interlocutory relief;

(iii) Moyse consented to the creation of a forensic image of his personal

computer, iPad and smartphone, to be held in trust by his counsel pending

the outcome of the motion for interlocutory relief; and .

(iv) Moyse agreed to swear an affidavit of documents setting out all

documents in his power, possession or control that relate to his

employment at Catalyst.

(1) The affidavits of documents Moyse swore pursuant to the Interim Order revealed

very damning facts which demonstrate that Moyse and West Face casually

disregarded Catalyst's proprietary interest in its confidential information.

Moyse Communicated Catalyst's Confidential Information to West Face

(m) As a result of the Defendants' refusal to respect the status quo in June 2014,

Catalyst moved with urgency to seek interim relief and prepared its interim relief

materials without the benefit of any evidence from the Defendants.

(n) On July 7, 2014, Moyse and Dea swore responding affidavits which confirmed

Catalyst's worst fear: Moyse had transferred Catalyst's confidential information

to West Face, and West Face distributed that confidential information throughout

the firm.

(o) At a meeting with Moyse on March 26, Dea asked Moyse to send him research

and writing samples so Dea could assess Moyse's writing and research ability. 931

In response to this request, Moyse sent Dea four memos, spanning over 130 pages, which related to actual or possible Catalyst investments (the "Investment

Memos"), The Investment Memos contain Moyse's and other Catalyst employees' analyses of investment opportunities and were marked "Confidential" and "For Internal Discussion Purposes Only".

Moyse admitted he did not consider these markings to have any meaning, that he knew what he did was wrong, and that he deleted his email to Dea.

Dea also admitted that after he received the Investment Memos, he reviewed them and saw that they were marked confidential. Dea admitted that West Face considered the types of documents Moyse sent him to be confidential and that he would not want Moyse to treat West Face's confidential information in a similar fashion.

Dea admitted that after he reviewed the documents and saw that they were marked "ConfidentiaP, he circulated the Investment Memos to his partners and to a vice-president at West Face.

West Face never informed Catalyst that Moyse had given it copies of Catalyst's confidential information. Instead, West Face attached the Investment Memos to its responding motion record and filed them in open court. West Face did not seek

Catalyst's permission to do so or otherwise give Catalyst an opportunity to seal the court file prior to the hearing of the motion for interim relief on July 16. 932

Moyse Reviewed Confidential Information Unrelated to his Work before he Resigned

(u) In addition to the Confidential Memos that he sent to West Face, on March 28,

2014, two days after Moyse met Dea, Moyse accessed, over a ten-minute span,

several of Catalyst's letters to its investors (the "Investor Letters"), from the time

period when Catalyst was active in an investment in Stelco. Catalyst and West

Face were in direct competition with respect to the Stelco situation. Ten minutes

is an insufficient amount of time to read the Investor Letters, which had nothing

to do with Moyse's duties or responsibilities to Catalyst,

(v) On April 25, 2014, Moyse reviewed dozens of files related to Catalyst's

investment in Stelco over a 75-minute period. Once again, there was no legitimate

business reason why Moyse would review these documents, which he did in an

insufficient amount of time to read the material he was accessing. Moyse

admitted during cross-examination that he "routinely" reviewed transaction files

from Catalyst's old transactions.

(w) At all material times, Moyse had accounts with two Internet-based file-storage

services. These services enable users to create a folder on their computer which is

synchronized over the Internet so that files stored in the folder can be viewed

from any computer with an Internet connection. The services are capable of

moving large amounts of data in a relatively brief period of time without leaving a

record of the activity on the computer from which it was copied, 933

(x) In the opinion of Martin Musters, Catalyst's forensic IT expert ("Musters"),

Moyse's conduct of reviewing several documents over a relatively brief period of

time is consistent with transferring files to an Internet-based file storage account.

Moyse Retained Hundreds of Catalyst Documents After He Left Catalyst

(y) In his first affidavit sworn in response to Catalyst's motion for injunctive relief,

Moyse swore that Catalyst had not provided any "actual" evidence that Moyse

had transferred information from Catalyst's servers to his personal devices.

(z) However, pursuant to the Interim Order, Moyse provided Catalyst with two

affidavits of documents which allegedly set out all of the documents in his power,

possession or control that relate to his employment at Catalyst. Those affidavits

disclosed over 830 Catalyst documents that remain in his possession. Just by

reviewing the document titles alone, Catalyst identified 245 confidential

documents that remained in Moyse's possession, power or control following his

resignation from Catalyst and commencement of employment at West Face.

(aa) Moyse also admitted that he frequently emailed Catalyst documents to his

personal email accounts and that he retained those documents on his personal

devices. Moyse could not say with absolute certainty that his most recent search

has been exhaustive, and he admitted that he deleted documents between March

and May 2014, that he did not inform Catalyst when he resigned that he had its

confidential information and that he did not offer to return confidential

information to Catalyst. 934

-10-

(bb) Moyse's conduct fits the profile of an employee who took confidential

information prior to his resignation from Catalyst.

West Face's Porous Confidential Wall

(cc) Prior to his resignation from Catalyst, Moyse was part of a team working on a

significant investment opportunity in the telecommunications industry - the

potential acquisition by Catalyst of Wind, one of Canada's few remaining

independent mobile telecommunications companies.

(dd) Moyse had access to confidential information pertaining to Catalyst's plans for

Wind.

(ee) At some point after it commenced its discussions with Moyse to come work at

West Face, West Face also took an interest in Wind.

(ff) In addition, both West Face and Catalyst owned secured debt of Mobilicity,

another mobile telecommunications company. Catalyst is Mobilicity's largest

secured creditor while West Face owns or owned a much smaller portion of

Mobilicity's secured debt.

(gg) In June 2014, after Catalyst's counsel expressed concern to West Face's counsel

about the implications of West Face's efforts to hire Moyse on the rival

investment film's pursuit of the Wind opportunity, West Face claimed to have

erected a "confidentiality wall" to separate Moyse from its own pursuit of Wind.

(hh) The "wall" erected by West Face was incredibly weak:

(i) it did not apply to all of West Face's employees; 935

(ii) it applied to Wind, but not to Mobilicity;

(iii) West Face took no steps to obtain acknowledgments from its investment

team that a wall had been established;

(iv) No prohibition was imposed to prevent West Face's employees from

accessing Moyse's data; and

(v) West Face has refused to state what consequences, if any, an employee

would face if he or she did not comply with the confidentiality wall.

West Face Purchased Wind Using Catalyst's Confidential Information

(ii) In August 2014, Catalyst had an exclusive negotiation period to negotiate the

purchase of Wind from its then-owners.

(jj) Those negotiations failed and the exclusivity period expired. The negotiations

failed on issues relevant to the regulatory regime affecting Wind.

(kk) Within days of negotiations failing with Catalyst, West Face, together with

partners in a syndicated investment group, successfully negotiated the purchase of

Wind. Notably, the West Face syndicate waived any regulatory concerns that

Catalyst continued to have.

(11) West Face could not have negotiated the deal it did with Wind without access to

Catalyst's confidential information, which was provided to it by Moyse.

(mm) Catalyst has amended its claim agauist West Face to seek a declaration that West

Face holds its interest in Wind in trust for Catalyst. 936

-12-

The Interlocutory Injunction and the ISS

(nn) On November 10, 2014, the Court released its decision in Catalyst's motion for

interlocutory relief to prevent Moyse from working at West Face prior to the

expiry of the Non-Competition Covenant and lo authorize an ISS to review the

Images of Moyse's personal devices.

(oo) The Court granted the relief sought by Catalyst: Moyse was enjoined from

working at West Face prior to December 22, 2014 and an ISS was authorized to

review the Images and prepare a report.

(pp) The ISS is in the midst of preparing its report. The ISS process involves a review

of the Images using search terms submitted by Catalyst to determine whether the

Images contain or contained Catalyst's confidential information;

(qq) The ISS's work is ongoing and its report is not yet final. However, the ISS has

reported on an interim basis on the number of "hits" that the search terms

requested by Catalyst have generated. Among other things, the following search

terms generated an unexplainably large number of "hits" on Moyse's personal

computer:

(i) West Face: 5,360;

(ii) Callidus: 132;

(iii) Wind: 26,118;

(iv) Mobilicity: 768; 937

-13-

(v) Turbine (Catalyst's codename for the Wind opportunity): 756;

(vi) Boland (West Face' s CEO): 5 54;

(vii) Dea: 4,013;

(viii) Auction: 6,489;

(ix) Spectrum: 3,852.

(rr) There is no legitimate business reason why these search terms would yield such a

large number of hits on Moyse's personal computer. The inference to be drawn

from these hits is that Moyse copied Catalyst's confidential information to his

personal computer and transferred it to his new employer's at West Face, either

before or after he officially commenced employment there in June 2014.

(ss) Hard drives, mobile devices and Internet accounts that could be inspected to

determine whether West Face possesses or possessed Confidential Information

are beyond the control or possession of Catalyst.

Callidus Report

(tt) Callidus Capital Corporation ("Callidus") is a publicly traded corporation that

specializes in innovative and creative financing solutions for companies that are

unable to obtain adequate financing from conventional lending sources. Catalyst

owns a 60 per cent interest in Callidus. 938

-14-

(uu) In November 2014, shortly after Catalyst successfully argued the interlocutory

motion, the share price of Callidus began to drop precipitously without any

apparent reason for the rapid decline.

(vv) Catalyst was initially unable to discover the cause of the price drop. However,

based on confidential sources, it learned that West Face was "talking down" the

stock on the street and had prepared a research report that purported to reveal

problems with Callidus's loan book.

(ww) The identity of Callidus's borrowers is, in large part, not public information. If

West Face had access to infonnation about Callidus's borrowers, it obtained that

infonnation through improper means, likely from Moyse, who had no

involvement with Callidus and yet who had 132 Callidus "hits" on his personal

computer.

(xx) Despite repeated requests to West Face, it has refused to disclose its research

report on Callidus. West Face's conduct of talking down the stock was directed

primarily at attempting to cause harm to Catalyst, a majority shareholder in

Callidus.

The Upcoming Spectrum Auction

(yy) In March 2015, Industry Canada is going to auction 30 MHz of AWS-3 spectrum

to new entrants to the mobile telecommunications industry, including Wind and

Mobilicity, to enable those new entrants to deliver services to more users at faster

speeds (the "Spectrum Auction"). 939

-15-

(zz) Bidders who intend to participate in the Spectrum Auction must submit a pre-

auction financial deposit with their application to participate in the auction by no

later than January 30,2015.

(aaa) Armed with Catalyst's Confidential Information, which it obtained from Moyse,

West Face will be able to help Wind compete unfairly against Mobilicity in the

Spectrum Auction or otherwise use this information to its advantage in relation to

Mobilicity.

Irreparable Harm

(bbb) The damage to Catalyst caused by West Face's conduct is not limited to monetary

. damages.

(ccc) Absent injunctive relief, Catalyst will suffer irreparable harm.

(ddd) Sections 101 and 104 of the Courts ofJustice Act, R.S.0.1990, c. C.43.

(eee) Rules 1, 3, 37, 40 and 57 of the Rules ofCivil Procedure, R.R.O. 1990, Reg. 194.

and

(fff) Such further and other grounds as the lawyers may advise.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

Motion:

(a) The pleadings in this action;

(b) The Reasons for Decision of Justice Lederer dated November 10, 2014; 940

-16-

(d) Such further and other evidence as the lawyers may advise and this Honourable

Court may permit.

January 13,2015 LAX O'SULLIVAN SCOTT LISUS LLP Counsel Suite 2750,145 King Street West Toronto, Ontario M5H 1J8

Roeco Di Pucchio LSUC#: 381851 Tel: (416) 598-2268 . [email protected]

Andrew Winton LSUC#: 544731 Tel: (416)644-5342 [email protected]

Fax: (416) 598-3730

Lawyers for the Plaintiff

TO: DENTONS CANADA LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto ON M5K 0A1

Jeff Mitchell Tel: (416)863-4660

Andy Pushalik Tel: (416) 862-3468

Fax: (416)863-4592

Lawyers for the Defendant, West Face Capital Inc. 941

THE CATALYST CAPITAL GROUP INC. -and- BRANDON MOYSE and WEST FACE CAPITAL INC. Plaintiff Defendants Court File No. CV-14-507120

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT TORONTO

NOTICE OF MOTION

LAX O'SULLIVAN SCOTT LISUS LLP Counsel Suite 2750, 145 King Street West Toronto. Ontario M5H 1J8

Rocco Di Pucchio LSUC#: 381851 Tel: (416) 598-2268 [email protected]

Andrew Winton LSUC#: 544731 Tel: (416)644-5342 [email protected]

Fax: (416) 598-3730

Lawyers for the Plaintif&'Moving Party CAT_D_00000932/001 942

Ontario Commission des 22nd Floor 22e étage Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

Telephone: 416-593-2316 Fax No: 416-593-8252 Email: [email protected]

December 15, 2016

Mr. Dan Nohdomi Vice President & Chief Financial Officer Callidus Capital Corporation 4620 – 181 Bay Street, P.O. Box 792 Bay Wellington Tower, Brookfield Place Toronto, Ontario M5J 2T3

Dear Mr. Nohdomi,

The Corporate Finance branch of the Ontario Securities Commission has recently selected the Company for an issue oriented review of its continuous disclosure record. For more information on the nature and purpose of the OSC's continuous disclosure review program, please consult CSA Staff Notice 51-312 Harmonized Continuous Disclosure Review Program. While the Company has been selected for a review, note that responsibility for complying with applicable securities legislation, policies and practices remain with issuers and their advisors. Our review does not in any way detract from such responsibility.

Our review is being conducted under section 20.1 of the Securities Act (Ontario). Commission staff will not put the information you provide in response to this request on the public file. The information that is provided will only be disclosed as permitted by the Securities Act (Ontario), or as otherwise required by law.

Loan Receivable

1. On January 2, 2015, the Company provided us with a schedule that detailed its loan receivable portfolio (Appendix A to the January 2, 2015 response letter). We request that the Company provide us with an updated schedule identifying each loan in the Company’s loans receivable portfolio at September 30, 2016.

For each individual loan outstanding please include the following information in your response:

a. The name of the entity which the loan has been extended to. b. The amount outstanding under the loan, both at issuance and at September 30, 2016 before and after derecognition (please also separate amounts outstanding by principal and accrued / unpaid interest). c. The amount of any loan loss allowance recorded against the loan (before and after derecognition). d. The loan rate of interest. e. The payment terms of the loan (including details regarding any interest paid in kind). f. The originationdate of the loan. g. The maturity date of the loan (as was originally determined at the inception date of the loan). 1 CAT_D_00000932/002 943

h. Any material loan terms which were amended subsequent to origination. i. Whether the loan is non-performing or in default and / or on the Company’s watchlist. j. Whether the debtor has been involved (or is expected to become involved) in restructuring, insolvency or liquidation proceedings, including details of any such proceedings. k. Value at Risk as determined by the Company at September 30, 2016. l. Whether the loan is subject to a Catalyst guarantee (including amount of guarantee asset, if any, recorded at September 30, 2016).

2. Please provide a breakdown of the loan loss allowance by loan as at September 30, 2016 and include the following in your response:

a. The name of the entity b. The amount of allowance for principal vs interest. c. A description of the method for valuation (where the valuation is based on collateral value, provide a breakdown of collateral value by type of collateral). d. Whether the loan was subject to an external valuation to support the carrying amount and the date of such valuation.

3. As of September 30, 2016, there were 10 loans were going through a formal restructuring process. Please provide the following (to the extent not already provided above):

a. The name of the entity b. A description of the method for valuation (where the valuation is based on collateral value, provide a breakdown of collateral value by type of collateral). c. If any third party bids were received as a result of this process and how this factored into the Company’s valuation of the loan.

4. IFRS 7.37 requires specific disclosure about financial assets that are either past due or impaired. This information does not appear to have been disclosed by the Company. Please provide us with the disclosure required by IFRS 7.37 as of September 30, 2016 and include this information in future financial statement filings.

5. The Company disclosed in its MD&A for the period ended September 30, 2016 that the estimated collateral value coverage across aggregate net loans receivable was approximately 151%. Please provide us with an approximate breakdown of this percentage by type of collateral as at September 30, 2016.

The Company has previously also disclosed coverage by watchlist and non-watchlist loans and provided a range of collateral coverage on an individual loan basis. We believe this is useful information to assess the risks associated with the Company’s loan portfolio. Please provide us with this information as of September 30, 2016 and provide this information in future MD&A filings.

6. The majority of the provision for loan losses for Q3, 2016 related to a decrease in appraisal values within the coal industry. We also note that prior to the Company’s recent change in underwriting process, it extended loans that could be based on collateral that has a long or uncertain period before liquidity or that is based on commodity risk. Please provide more specific risk factor disclosure in future MD&A filings related to the Company’s exposure to credit risk as a result of such collateral to assist in understanding the risks and potential trends in the Company’s portfolio.

2 CAT_D_00000932/003 944

Assets Held For Sale

7. Assets held for sale as of December 31, 2015 of $67M appear to have related to one entity that was subject to the Catalyst guarantee. We note that in March 2016 the Company required payment of $101M from Catalyst under the guarantee in an amount equal to the total outstanding principal plus accrued and unpaid interest. Please explain the contractual trigger under the guarantee resulting in the Company requiring payment by Catalyst Funds and the acquisition of the loan and related business by Catalyst Funds.

Yield Enhancements

8. In 2016, the Company began recording and disclosing yield enhancements associated with loans. Please provide the following related to the Company’s recorded derivative assets associated with loans of $32M as of September 30, 2016 and its unrecognized value (non-IFRS value) at September 30, 2016 of $40M (page 12 of the September 30, 2016 MD&A):

a. A breakdown of the derivative asset / unrecognized value by borrower. b. The nature and key terms of the arrangement with the borrower including date arrangement entered into, type of instrument (ie. option, warrant), percentage of equity interest of borrower acquired / to be acquired and the contractual trigger to purchase equity interest. c. Why the Company has concluded that it has an unrecognized value of $40M at September 30, 2016 in addition to its recognized derivative asset (what does the unrecognized value represent) and the valuation method used to determine such amount.

If the Company has an accounting memo related to the treatment of the derivative asset, please provide.

9. We note that the Company has disclosed that yield enhancements are now a fundamental part of the business model. Disclosure on how the Company is determining the fair value of these level 3 instruments is important information for investors.

While Note 12 to the Company’s financial statements for the period ended September 30, 2016 discloses that the Company uses underlying enterprise value to determine fair value of its derivative asset, it does not provide specific disclosure on the significant unobservable inputs used in fair value measurement and the sensitivity to changes of the fair value measurement to changes in unobservable inputs consistent with IFRS 13.93(d) and (h). Please provide us with the Company’s proposed disclosure to be provided in future financial statement filings.

Non-GAAP Financial Measures

10. The Company has disclosed the following measures in its press release dated November 3, 2016 and in some instances the Company’s MD&A for the period ended September 30, 2016:

* Unrealized yield enhancements / total yield enhancements which includes unrealized yield enhancements * Net income and earnings per share based on unrealized yield enhancements taken into income * Net income before provisions and yield enhancements

The above measures were not identified as non-GAAP financial measures in the Company’s disclosures and as such the Company did not include the disclosures as set out Part III of CSA Staff Notice 52-306 (Revised) – Non-GAAP Financial Measures. Please respond.

3 CAT_D_00000932/004 945

11. The Company’s press release dated November 3, 2016 gives prominence to non-GAAP financial measures. For example, the Financial Highlights table discloses the average loan portfolio outstanding (which grosses up IFRS loans receivables) without disclosing loans receivable under IFRS. Similarly, net income before provisions and yield enhancements is disclosed in the same table with reported net income disclosed in a footnote. We also note that the Company’s MD&A discussion is focused on gross loans receivable before derecognition.

Please ensure future disclosures present the most directly comparable GAAP measure with equal or greater prominence of the non-GAAP financial measure.

Relationship with Catalyst

12. The “DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION – Conflicts of Interest” section of the Company’s Annual Information Form for the year ended December 31, 2015 dated March 29, 2016, states that “Callidus believes that the likelihood of any conflict is reduced given the differences in the business of Callidus and the Catalyst Funds. Whereas Callidus is primarily in the business of asset-based lending, the Catalyst Funds are in the business of control and/or influence investments in distressed and/or under-valued Canadian entities.”

Please confirm if a loan originated by Callidus could become an opportunity for a Catalyst Fund to make a control and/or influence investment in the borrower and describe when such an opportunity could arise. Please also identify any loans originated by Callidus that have resulted in a control and/or influence investment in the borrower by a Catalyst Fund.

13. Section 2 of the Management Services Agreement (the MSA) between the Company and The Catalyst Capital Group Inc. (CCGI), dated April 23, 2014 provides that CCGI will provide the services of Newton Glassman, to serve as Executive Chairman and Chief Executive Officer of the Company, and of Jim Riley, to serve as Secretary of the Company. Under section 3 of the MSA, in consideration for all the services to be provided by CCGI to the Company, the Company will pay the amount of $1 per annum.

Please estimate the fair market value of all the services provided by CCGI to the Company under the MSA, including the fair market value of services provided by Newton Glassman and Jim Riley under section 2 of the MSA.

14. Please confirm if CCGI pays any executive compensation to Mr. Glassman or Mr. Riley. If any compensation is paid, please explain why the Company’s executive compensation disclosure does not disclose the total executive compensation paid as required under paragraph 1.3(4)(c) of Form 51- 102F6 Statement of Executive Compensation.

Please email your response to [email protected] and [email protected] by January 18, 2017. Please forward promptly to each member of the Company's audit committee a copy of this letter. Please also forward to each member of the audit committee a copy of the Company's response. We also request that a copy of this letter and the Company's response be forwarded to the Company's auditors. Please confirm specifically in your response that this has been done.

Note that we may have additional questions on the information you provide or upon further consideration of the information reviewed to date. After we have reviewed your response, we will write again with supplemental questions or confirm the completion of our review.

4 CAT_D_00000932/005 946

If you are considering filing a prospectus in the near term, please inform the writers at the earliest opportunity. Please note that the issues raised in this letter will be taken into consideration when determining whether a receipt should be issued. Consequently, unresolved issues may delay the prospectus receipt.

If you have any questions relating to the above, please contact the writers.

Yours truly,

“Jodie Hancock” “Michael Tang”

Senior Accountant Senior Legal Counsel, Tel: (416) 593-2316 Tel: (416) 593-2330 Email:[email protected] Email:[email protected]

5 WF014277/001 947

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

CONFIDENTIAL Tuesday, April 4, 2017

2016 ANNUAL MEETING

THE CATALYST FUNDS III AND IV/IV-PP JOINT ANNUAL MEETING

Presented by The Catalyst Capital Group Inc. WF014277/002 948

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

Tuesday, April 4, 2017 at 1:30 p.m. to 3:00 p.m. EST at the offices of Fasken Martineau DuMoulin LLP, Toronto, ON Algonquin, Escarpment & Huron Boardrooms – 24th floor

Table of Contents: Page I. Introductory Comments 4 II. 2016 Review: 12 a. Financial Review: (1) Portfolio Positions 13 (2) Position Review 28 b. Operations: (1) Risk/Return Found in the Portfolios 30 (2) Potential Conflicts between Funds III and IV 31 (3) Current Status of the Funds’ Capital Position 32 (4) Funds’ Administration 36

III. Action Plan Review 37 IV. Potential Questions and Answers 40

2 WF014277/003 949

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

Table of Contents: Page

V. Appendices: 42 Appendix 1 – Geneba Business Description and Investment History 43 Appendix 2 – Advantage Business Description and Investment History 46 Appendix 3 – Valuation Methodology: Canadian GAAP, AcG-18 49 Appendix 4 – Footnotes 51 Appendix 5 – Guiding Principles 52

3 WF014277/004 950

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

I. Introductory Comments WF014277/005 951

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments:

 This presentation focuses exclusively on matters related to Funds III, IV, and IV-PP. Broader issues related to the economy, investment environment, and a Catalyst operational update will be discussed at 9 a.m. tomorrow at the “General Observations” meeting

 This AGM format is new for Catalyst and is in part the result of requests by investors to shorten our AGM process:

. The changes have reduced our AGMs from three days to two, and from seven total meetings to five . Further consolidation may be possible in coming years, if desired by the investors . Catalyst remains of the view that the AGMs are valuable in that they provide an opportunity for the investors to meet collectively with Fund management and provide insight/opportunity to discuss both explicit and implicit risks . Risk adjusted returns remain, in our view, far more important than absolute returns and, therefore, an explicit discussion regarding overall risk in each portfolio is a necessity for any investor herein to truly understand their investment . Therefore, it is our goal to provide investors as granular information as possible, and specifically such regarding explicit and implicit risk in the Funds they own

5 WF014277/006 952

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments:

2016 Funds III, IV, and IV-PP Highlights:

 Intentional intense focus on monetizations in 2016: . To be completed in 2017, in most cases . Fund III currently expected to be left with only one or two portfolio interests by end of process, well ahead of “fund life” schedule . Fund IV likely to also be holding only one or two positions (jointly owned with Fund V) and will participate with Fund V on new investments until end of Fund IV investment period (June 30, 2017)

 Completed partial monetizations in 2016 and early 2017 included: . Geneba (Infineon HQ sale) . Advantage (completion of fleet refinancing) . Great Canadian Gaming (sale of entire position) . Gateway (return of capital from recapitalization) . SFX Entertainment (repaid in full) . The Fresh Market (tendered in full to going private led by Apollo) . Corus (repaid in full) . Tervita (repaid in full)

 Introduced internal “cost of capital” process to address historical error of potentially holding positions too long . See Geneba as example of improved process and benefits thereof . Result is further improved MOIC (due to recycling) and improving IRRs from already top performing levels . The more recent the Fund, likely the bigger the impact due to fact earlier Funds are past their Investment Periods

6 WF014277/007 953

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments:

2016 Funds III, IV, and IV-PP Highlights (continued):

 No new major entrants into Canadian distressed space; in fact barriers to entry rose . Point North did raise small amount for Canadian focused activist and distressed fund – Have only done equity “activist” deal(s) so far – Deal size too small for Catalyst

 Best performing Canadian private equity fund manager (and one of the best in the world)

 Returns are expected to accelerate as growth plans and newly deployed capital combine with planned monetizations . Volatility and foreign exchange did help to upside in 2016, just as they hurt to downside in 2015

 Fund III doing “ok” but not up to Catalyst standards (over 1.6x gross multiple and 18.4% gross IRR on invested capital, with regard to foreign exchange and litigation claims, and over 1.5x gross multiple and 15.3% gross IRR on invested capital without regard to litigation claims, since inception – and rising) . Significant leverage to upside (and possible volatility) via Callidus and outstanding PanAm and Wind litigation claims

 Funds IV/IV-PP have over 1.6x gross multiple and 32.0% gross IRR on invested capital, with regard to foreign exchange and litigation claims, and a 1.4x gross multiple and 20.8% gross IRR on invested capital without regard to litigation claims, since inception 7 WF014277/008 954

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments (continued):

Errors in 2016:

 Funds III and IV continued to be in a position of insufficient liquidity:

. Fund IV-PP was too little, too late . Fund III - approximately 102.5% invested and committed (Investment Period has ended) . Fund IV - approximately 96.6% drawn at year end and 91.4% invested and committed (with approximately three months remaining in Investment Period in which it has right to partner with Fund V in new investments) . Fund IV-PP - approximately 78.0% drawn at year end and 74.6% invested and committed

 Liquidity issues combined with: (a) failure to monetize investments earlier in Funds lives, and (b) current market conditions, resulted in both Funds III and IV having fewer positions than Catalyst target of 18-22: . Fund III finished Investment Period at ten positions during its fund life (four full and four partial monetizations to date) . Fund IV currently at eleven positions including litigation claims (six full and three partial monetizations to date) - Given sharing with Fund V and current liquidity position, possibly one more position before end of Investment Period . Larger funds would have by definition allowed for additional number of investments as well as increase in average position size - Hurt Fund IV in particular (see experience in Pacific) . Given capital constraints, Catalyst focused on ways other than diversification to reduce portfolio risk generally, and inherent internal capital at risk (“VaR”) for each fund specifically

 Likely a year late in executing plan for senior team development/additions . Well underway currently

8 WF014277/009 955

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments (continued):

Errors in 2016 (continued):

 All current portfolio investments, except NMRC, contributing significant positive performance since inception:

. Focused on immediate monetization of those positions at or below “internal cost of capital”, while accelerating gains elsewhere – See Gateway, Callidus, and Advantage as examples of execution of potential gains acceleration

 If successful in execution, expect returns to accelerate going forward, but also risk of being highly volatile in interim – especially Callidus and litigation claims

. Callidus was up substantially in 2016 (over 134%) – Expect Funds III and IV to benefit from going private/restart of growth . Early in process re: litigation claims and expect refinement of view as process evolves

 Expect to reduce volatility risk by prioritization of monetizations other than via public markets

 Fundraising:

. Fund IV was clearly too small – Evidenced by concentration, as well as total and timing of capital deployed – Fund IV-PP was an attempt to alleviate both concentration and size issues and explains why Fund IV-PP was open only to existing Fund IV investors

. Fund V likely also too small – Nearly 50% deployed at December 31, 2016, but only 15 months old, MOIC and IRR already at 1.6x and 145.4% respectively

9 WF014277/010 956

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments (continued):

Errors in 2016 (continued):

 Portfolio concentration and Fund liquidity – too high and too low, respectively, in both Funds III and IV

. Results to date show Catalyst found other means of controlling “embedded” and other risks normally associated with concentration issues . Fund III liquidity was less available than expected, which in turn accelerated Fund IV deployment – thus exacerbating Fund IV’s liquidity issue; Fund III reduced liquidity likely partly due to Fund II liquidity issue . Clearly an issue that must be addressed – structure/size of next fund must be sufficient to break the cycle – Increased discipline regarding timing of monetizations resulting in improved recycling should help, but not a complete solution

 Returned to market at least 12 months ahead of schedule for Fund V, and now going to happen again with Fund VI

. Fund V first close was March 27, 2015, and final close was effective September 30, 2015 . Closed Fund V at “hard cap” of US$1.53B . Given opportunity set (+) amount already deployed (as well as gains thereon), will have to raise Fund VI in 2H 2017 – Approximately 12 months ahead of schedule

10 WF014277/011 957

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting I. Introductory Comments (continued):

Issues to be Discussed at Today’s AGM:

 Concentration situation improved, but will not meet target of 18-22 positions

. Additional positions not possible for Fund III due to expiration of Investment Period . Limited ability in Fund IV due to percent of capital already deployed, proportionate sharing formula with Fund V, and imminent end to Investment Period . Pacific was intentionally only new deal in 2016 due to Catalyst’s view of cost/returns in corporate credit markets – Pacific was incredibly unique situation . Increased investment in existing portfolio situations (for example, Advantage) now must also formally meet “internal cost of capital” metrics

 2017 expected monetizations and potential impact of such on the Funds’ go-forward liquidity position

. Will distribute all gains realized from Geneba imminently and from Gateway, Sonar, and Advantage when completed

 Review of foreign exchange policy

 Treatment of litigation claims and disclosure thereof

 Any remaining issues re: Funds IV/IV-PP and V not discussed during the other Annual Meetings

11 WF014277/012 958

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

II. 2016 Review WF014277/013 959

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions

Litigation Claims

 Have “contingent assets” of PanAm claim (Fund III only) and Wind (1/3 Fund III and 2/3 Fund IV)

 Wind litigation in particular extremely material

 Recent PSP/Saba litigation wherein PSP sued Saba for undervaluing certain assets . Given secondary P/E market, this kind of issue likely to increase . Belongs to Funds, so deserves improved transparency counter-balanced by litigation/confidentiality concerns

 Disclosed in each Fund on “best current information” and discounted value basis . Amount and approach in Notes . Disclosing impact on return “with” and “without” basis so investors can treat as they decide . Could be source of volatility going forward – both up and down

 Given impact on Catalyst generally (PR, etc.) more fully discussed at “General Observations” Annual Meeting

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued)

Wind Litigation (Catalyst v VimpelCom):

 On May 31, 2016, Catalyst commenced an action against West Face Capital Inc., VimpelCom Inc., Globalive Inc., UBS Canada Inc., Tennenbaum Capital Partners LLC, LG Capital Investors LLC, 64 NM Holdings GP LLC, 64 NM Holdings, Serruya Private Equity Inc. and Novus Wireless Communications Inc. (the “West Face Consortium”)

 The claim arises out the purchase by the West Face Consortium of Wind Mobile from VimpelCom Ltd. and Globalive Capital Inc. in September 2014 . Catalyst had an exclusivity agreement with VimpelCom on the Wind opportunity until mid-August 2014

 The action seeks $1.3 billion, plus interest and costs, in damages pursuant to a number of torts and breach of contract . This number results from the fact that Wind was subsequently apparently sold by the West Face Consortium for gross proceeds of $1.6 billion (net of the purchase price, profit proceeds of $1.3 billion) on a primarily spectrum-asset basis to Shaw Communications Inc.

 The proceeding is at a preliminary stage – to date, all defendants but UBS Canada Inc. have filed a statement of defence and all of the defendants have filed motions to strike the VimpelCom Action

 Catalyst’s view, based on all available information, including but not limited to the documents and evidence currently available, is that the claims alleged in the VimpelCom Action have a reasonable likelihood of success at trial on a balance of probabilities standard . Certain critical information/emails/evidence was filed in the trial record of the Moyse litigation 14 WF014277/015 961

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus Capital Corporation (“Callidus”):

The information being given to you in this presentation concerning Callidus Capital Corporation is being provided to you as an investor in one or more Catalyst Funds. Callidus is a publicly-traded company. As a result, our discussion herein shall be limited to publicly available information only.

 Fund ownership: . Fund II owns 1.73MM shares of Callidus or 3.5% of the Company, net of “carry shares” . Fund II-PP owns 0.51MM shares of Callidus or 1.0% of the Company, net of “carry shares” . Fund III owns 18.6MM shares of Callidus or 37.2% of the Company, net of “carry shares” . Fund IV owns 8.8MM shares of Callidus or 17.6% of the Company, no “carry shares” created in IPO

 At 2016 year-end, stock was C$18.46, resulting in year-over-year gain of 134% . 110% share price appreciation . 17% resulting from exercise of DRIP . 7% resulting from FX

 Risk in loan book down substantially YoY . 15 loans repaid or recovered in 2016, an additional six in first three months of 2017 . Gross yield for 2016 was 19.5%, a 60 bps (3%) increase from 2015 . ROE(1) for 2016 was 31.0% (ROE as reported was 0.2%) compared to 17.7% for 2015 (ROE as reported was 12.9%) . Loan book has increased 2.8x since IPO to C$1,314 million at December 31, 2016 . Growth restarted with C$1.4 billion pipeline and total liquidity at December 31, 2016 able to support ~ C$300 million of new loans (~C$600 million at March 31, 2017). . Opportunity to leverage portfolio to significantly increase ROE

(1) before provisions and yield enhancements and after non-IFRS yield enhancements

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus (continued):

 As promised, Callidus addressed the disconnect between public stock value and inherent value with both an operational focus and a four-part capital markets plan:

. Highly focused on operational performance . As discussed in public filings, especially the Q4 2015 MD&A, overhauled certain key internal processes . Increased disclosure and transparency where possible, and via both data and performance, refuted the various current/expected inaccuracies in the market — This included improved transparency regarding yield enhancement – a key part of our business and ROE . The four-step capital markets plan designed to help mitigate the operational performance/stock price disconnect included: — Normal Course Issuer Bid (“NCIB”) – DONE — Introduced a dividend, and repeatedly increased such (initially C$0.70/year, now C$1.20/year) – DONE — Substantial Issuer Bid, and repeatedly increased such (Initially at C$14/share and ultimately raised to C$16.50/share which was at “substantial and material premium” to initial C$14/share SIB price) – DONE — “Go-private” transaction – IN PROCESS

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus (continued):

Business Update:  Results before provisions and yield enhancements: . Net Income - C$89.3 million for the year, up C$1.1 million or 1% from last year; . EPS (diluted) - C$1.77 for the year, up C$0.03 per share or 2% from last year; and . ROE of was 16.7%, a decrease from 17.7% in 2015  Provision for loan losses of C$134.3 million, non-IFRS unrecognized yield enhancements of C$122.7 million. Provision primarily related to: . The decrease in appraisal values for hard assets such as land or machinery and equipment or “yellow metal” of borrowers (approximately one third of the total); and . Overall decrease in enterprise values used to assess loan loss provisions as a result of lower updated forecasts and market comparatives in specific industries including scrap metal and aluminum castings (approximately one fifth of the total)  Results after provisions and yield enhancements: . Net Income - C$1.2 million; . EPS (diluted) - C$0.02, a decrease from C$1.22/share in 2015; and . ROE of 0.2%, a decrease from 12.9% in 2015

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus (continued):

Business Update (continued):  Total revenue of C$188 million for the year, an increase of C$17 million or 10% from 2015  Gross yield for the year was 19.5%, an increase from 18.9% last year  Leverage ratio of 40.4% at the end of the current year, a decrease from 50.9% at the end of last year, as cash from repayments during year was used to reduce amounts outstanding on the various facilities, including the Catalyst bridge  Obtained a new, investment grade, low-cost, scalable, senior financing vehicle in December 2016 to fund growth  C$167 million (US$125 million) securitization facility with four investment grade tranches, ranging from AAA(sf) to BBB(sf), which represents ~ 60% of the initial issue size  Provides a lower cost of funds (by approximately 200 bps) than other facilities  Increased the dividend twice during the year - first from C$0.70/share to C$1.00/share per year in May 2016, and then to C$1.20/share in October 2016 - a 70% increase since it was introduced in September 2015  Completed the SIB in December 2016, taking up and cancelling ~ 2.8 million shares  Announced an NCIB to begin in 2017 to purchase up to approximately 2.5 million common shares, representing 5% of the float

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus (continued):

Business Update (continued): On March 31, 2017, the Company announced:  Pipeline of potential new loans stands at approximately C$1.4 billion . Signed back term sheets of approximately C$145 million . Liquidity at the end of March 2017 can support approximately C$600 million in new loans  Total debt (net of cash and cash equivalents) of C$531 million before derecognition, or 40% of gross loans receivable at December 31, 2016  10 loans repaid in the normal course during 2016, five were fully recovered under the Catalyst guarantee, for total cash proceeds of C$244 million  In 2017, six loans repaid to date, for total proceeds of C$378 million, including the largest loan in the portfolio, largely financed by Catalyst’s Participation (C$206 million of C$309 million)  Privatization Update –19 interested parties signed non-disclosure agreements to enter the Process . Second stage - focusing on structure and value - is being conducted with a smaller group, which will not exceed six in number . Early expressions of interest support initial valuations that would translate into a price received by tendering shareholders that is consistent with the previously disclosed valuation range provided by National Bank Financial (C$18/share to C$22/share) that accompanied the SIB in April 2016

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Callidus (continued): The information being given to you in this presentation concerning Callidus Capital Corporation is being provided to you as an investor in one or more Catalyst Funds. Callidus is a publicly-traded company. As a result, our discussion herein shall be limited to publicly available information only.

Business Update (continued): Highlights from the fourth quarter, relative to the third quarter  Average loan portfolio outstanding was C$1,283 million, an increase of 5% (C$65 million) from Q3-16, and an increase of 8% (C$90 million) from Q4-15  Gross yield of 20.1% in Q4 2016 compared to 19.0% in Q3-16 and 19.1% in Q4-15  Results before provisions and yield enhancements: . ROE was 17.4%, an increase from 17.1% in Q3-16 and a decrease from 20.9% in Q4-15; . Net income was C$22.4 million, an increase of 2% (C$0.2 million) from Q3-16 and a decrease of 15% (C$3.9 million) from Q4-15; and . EPS (diluted) of C$0.45 per share, increased 5% (C$0.02 per share) from Q3-16 and 13% (C$0.07 per share) from Q4-15  Provision for loan losses for the fourth quarter was C$86.3 million (see disclosure on 2016 provision for main elements)  During the fourth quarter of 2016, four loans representing C$61.2 million outstanding were fully repaid in accordance with their original terms; proceeds were used to reduce outstanding amounts under financing facilities

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (1) Portfolio Positions (continued)

Geneba Properties N.V. (“Geneba”) (formerly known as “Homburg”):

Please note this investment is owned 33%/67% by Funds III and IV/IV-PP. Investment figures below represent aggregate position

Capital Invested: Prior Capital Invested: $263,165 Additional Capital Invested: $35,356 Total Current Capital Invested: $298,521 Realized Proceeds to Date: $102,306 Unrealized Value: $330,233 Total Value: $432,538 Gross IRR: 19.5% Multiple on Cash Invested: 1.5x

Securities Purchased: Mortgage Bonds, Unsecured Bonds, Equity Original Investment Date: Oct-12

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued) Geneba (continued):

 Since Geneba’s emergence from its multi-jurisdictional bankruptcy process, including its Montreal CCAA filing on March 27, 2014, Catalyst has increased its equity ownership from 43% to 86%

 At emergence, Catalyst’s 43% stake in Geneba had an implied plan value of ~€95MM: . This value was a ~40% discount to the market value of €153MM (as determined by Deloitte, acting as the Court Monitor) . Post execution of Catalyst turnaround plan, was actually a cash yield of >20% (4x higher than comparable market yields)

 Catalyst then extended a €58.3MM bridge term loan, which was subsequently converted into equity as part of a €206MM Rights Offering backstopped by Catalyst: . Rights Offering done at a discount to the CCAA implied plan value, allowing Catalyst to further arbitrage entry price and inherent value . Proceeds were utilized in 2015 and 2016 to improve the quality and diversification of the asset portfolio, and improve the operational platform

 Catalyst’s $298.5MM investment in Geneba has a total value of $432.5MM as of Dec. 31, 2016

. This represents a 28%/year and 1.65x MOIC excluding the Euro FX effect or 20%/year return and 1.45x MOIC including FX effect

 Credit Suisse engaged to lead a strategic alternatives process

. A sale or large dividend recap is targeted to be completed in Q2 2017

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued)

Geneba (continued):  Catalyst positioned Geneba as a growth platform with a focus on logistics and light industrial properties in Germany and the Netherlands

. Catalyst chairs the Board and the Investment Committee, having veto power on any and all acquisitions/dispositions . Throughout 2016, Geneba completed nine logistics and light industrial property acquisitions representing an incremental value of €112MM and an 11% equity yield (~2x the yield at which comparable public REITs trade) . These acquisitions strengthened Geneba’s portfolio in Europe – Very high credit quality tenants – Long term leases averaging 10 years – Current tenants include the likes of BMW, Siemens, and ABB (all investment grade issuers)  Catalyst and Geneba have identified a strong property acquisition pipeline . Geneba completed two new, self-funded acquisitions 1Q 2017 totaling €52MM . Has strengthened the CSFB process with likely result of “premium valuation”  In Q4 2016, Geneba entered into an agreement with Infineon, the tenant at Geneba’s largest property, wherein Infineon exercised its right to buy its headquarters from Geneba . Proceeds of €113MM were received on Dec. 30, 2016, and Geneba contemporaneously approved a distribution of the sale proceeds to shareholders of which €96.8MM ($102.1MM) was distributed to Catalyst (its proportionate share)

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued)

Advantage Rent A Car (“Advantage”):

(All figures below in thousands of U.S. dollars as of December 31, 2016) Capital Invested: Max Capital Invested $302,900 Net Repayments ($32,724) Current Capital Invested: $270,176 Realized Proceeds - Interest: (1) $7,763 Unrealized Value: $513,200 Total Value: $553,687 Gross IRR: 30.1% Multiple on Cash Invested: 1.8x

Current Securities Held: Shareholder Loans and 85% of the Equity

Original Securities Held: DIP Facility Original Investment Date Nov-13

(1) Represents cash interest received

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued)

Advantage (continued):

 Catalyst has built Advantage into the fourth largest rental car company in the U.S. . Nationwide footprint that captures 85% of all airport passengers in the top 50 airports with 46 stations (74 counters) across the Advantage and EZ brands . Dual branded strategy enables Advantage to pursue customers in the premium and leisure segments  Since taking control of Advantage, Catalyst has executed on its operational turnaround plan which included: . Shedding 33 unwanted locations (from 73 to 40), addressing handicaps from legacy Hertz ‘relationship’, restructuring critical contracts (i.e. fleet), and realigning operations based on proven best practices . Gaining scale and operational leverage by acquiring E-Z in 2015, adding ~10,000 vehicles to Advantage’s fleet, creating a successful dual-branded strategy, opening the company up to new locations, and realizing on operational synergies between the companies  Both the Working Capital and Fleet Financing lines were repaid, de-risking Catalyst’s investment position

 Partial monetization via fleet refinancing of $31MM in Q4 2016 (additional $21MM in January 2017), reducing Catalyst’s current investment to $270MM

 Including effects of EZ acquisition, it appears: . Acquired/formed current Advantage at a 4.2x forward 2017 multiple - Public comparables currently trading at ~8x forward 2017 multiple

 As 4th largest in U.S., enormous strategic value to party needing U.S. presence – and huge disadvantage to the numerous strategic players that lose such opportunity since not replicable 25 WF014277/026 972

The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued) Advantage (continued):

New Developments

 Catalyst and Advantage have been working together to execute on strategic opportunities: . Partnership with Europcar has: (a) positively impacted profitability and (b) solidified the relationship between Advantage and Europcar (one of three main potential acquirers aiming to expand their own footprints in the U.S.) . Currently implementing ride sharing and mobility solutions under which additional investment is de minimus  Advantage’s EBITDA has improved from ($31MM) in 2015 to $15MM normalized in 2016 with a $33MM target in 2017 and a $45MM target in 2018 (not including estimated $30-50MM in EBITDA cost reduction synergies)

. If succeed operationally, means up to $95MM EBITDA target by end of 2018

 Advantage is working with Morgan Stanley to execute a monetization in the next 12-18 months

. Main consideration is optimizing the balance between value creation, return on capital, and execution risk . Given the extensive barriers to entry that Advantage’s real estate creates, Advantage holds key strategic value to any international rental car company looking to enter or defend their presence in the U.S. market - Europcar, Sixt, Localiza, and Goldcar are interested in doing so; nascent interest from Asian players also exists . Catalyst is intentionally positioning the business so that a strategic acquirer will be able to achieve significant EBITDA cost synergies well in excess of 10% of Advantage’s revenue (excludes significant potential revenue synergies)

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: (a) Financial Review (1) Portfolio Positions (continued) Advantage (continued):

New Developments (continued)

 Additional opportunities to grow EBITDA through operational initiatives include:

. Increasing revenue by using advanced technology systems to adapt prices in local markets hundreds of times per day and investing in a highly talented revenue management team . Optimizing the fleet by station and season in order to maximize utilization . Drive revenue on ancillary (counter-sold) products by bringing pricing in line with peer companies (this has already been achieved with no impact on volume) . Further increased focus on fleet management - Make sure in-fleeting, de-fleeting, repairs and any other downtime is limited to make the most of the “400 day life” of the vehicle

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: a) Financial Review (2) Position Review – Cumulative Fund Investment Returns Since Inception (as of December 31, 2016) (1)

Date of Date of Total Total Total Net Initial Substantial Capital Capital Realized Unrealized Total Multiple Gross Net Multiple Fund III in US$ Investment Realization (2) Committed (3) Invested (4) Proceeds (5) Value (6) Value of Cost IRR (7) IRR (7) of Cost Catalyst Fund Limited Partnership III Realized and Partially Realized Investments Callidus Capital Corporation - Sr. Secured Loan Sep-09 Apr-14 197,521,300 231,431,016 - 231,431,016 1.2x 15.4% Callidus Capital Corporation - Common Shares (9) Sep-09 N/A 204,000,000 136,528,748 58 275,720,207 275,720,265 2.0x 29.7% Callidus Capital Corporation - Bridge Loan (9) Nov-14 N/A 52,277,908 13,458,708 52,277,908 65,736,616 1.3x 11.0% Xchange Technology Group (14) Mar-16 N/A 20,000,000 18,276,237 - 3,132,667 3,132,667 0.2x NM Callidus Capital Corporation - Total 404,604,193 244,889,781 331,130,782 576,020,563 1.4x 20.1% Canwest Oct-09 Oct-10 24,215,118 33,053,997 - 33,053,997 1.4x 24.7% Gateway Casinos & Entertainment Inc. (10) Sep-09 Sep-10 160,000,000 153,479,560 75,758,785 391,713,936 467,472,721 3.0x 25.0% YRC Worldwide Apr-10 Dec-11 41,360,394 57,778,060 - 57,778,060 1.4x 32.2% Mobilicity Sep-12 Jul-15 23,962,135 28,898,561 - 28,898,561 1.2x 9.0% Great Canadian Gaming Mar-12 May-16 64,129,870 93,576,491 - 93,576,491 1.5x 15.0% Geneba (15) Oct-12 N/A 100,977,200 99,510,315 34,101,911 110,077,528 144,179,439 1.4x 19.5% Advantage Rent-A-Car (16) Nov-13 N/A 100,977,200 100,975,231 13,501,282 171,066,667 184,567,948 1.8x 30.1% Total Realized and Partially Realized Investments $ 912,236,817 $ 581,558,868 $ 1,003,988,913 $ 1,585,547,781 1.7x 22.9% Unrealized Investments Natural Market Restaurants Corp. (12) Apr-10 N/A 215,000,000 207,232,126 - 26,635,808 26,635,808 0.1x NM Sonar Entertainment Inc. (13) May-10 N/A 204,000,000 140,309,848 4,231,242 230,638,322 234,869,564 1.7x 16.2% Wind Litigation Claim (18) N/A N/A - - 148,953,601 148,953,601 NM NM PanAm Litigation Claim (19) N/A N/A - - 18,395,770 18,395,770 NM NM Total Unrealized Investments $ 347,541,974 $ 4,231,242 $ 424,623,501 $ 428,854,743 1.2x 6.7% Total Fund III Investments - With Litigation Claims $ 1,259,778,790 $ 585,790,110 $ 1,428,612,414 $ 2,014,402,524 1.6x 18.4% 11.7% 1.5x Total Fund III Investments - Without Litigation Claims $ 1,259,778,790 $ 585,790,110 $ 1,261,263,043 $ 1,847,053,153 1.5x 15.3% 8.9% 1.3x

(Footnotes in Appendix 4)

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

II. 2016 Review: a) Financial Review (2) Position Review – Cumulative Fund Investment Returns Since Inception (as of December 31, 2016) (1)

Fund IV & IV-PP in US$

Date of Date of Total Total Total Net Initial Substantial Capital Capital Realized Unrealized Total Multiple Gross Net Multiple Investment Realization (2) Committed (3) Invested (4) Proceeds (5) Value (6) Value of Cost IRR (7) IRR (7) of Cost

Catalyst Fund Limited Partnership IV & IV-PP Realized and Partially Realized Investments Callidus Capital Corporation - Sr. Secured Loan Jun-12 Apr-14 179,155,489 203,169,682 - 203,169,682 1.1x 14.1% Callidus Capital Corporation - Common Shares (9) Apr-14 N/A 116,877,217 57 120,528,773 120,528,830 1.0x 1.3% 201,954,400 Callidus Capital Corporation - Bridge Loan (9) Nov-14 N/A 197,529,025 27,237,193 197,529,025 224,766,218 1.1x 10.8% Xchange Technology Group (14) Mar-16 N/A 40,000,000 36,552,474 - 6,265,333 6,265,333 0.2x NM Callidus Capital Corporation - Total 530,114,204 230,406,932 324,323,131 554,730,063 1.0x 3.6% Mobilicity Sep-12 Jul-15 47,924,269 57,797,123 - 57,797,123 1.2x 9.0% Relativity Media Jun-15 Jul-15 55,043,290 55,947,165 - 55,947,165 1.0x 94.1% SFX Entertainment, Inc. Dec-15 Feb-16 3,334,135 3,764,926 - 3,764,926 1.1x 277.2% The Fresh Market, Inc. Dec-15 Apr-16 7,216,032 9,666,796 - 9,666,796 1.3x 189.0% Corus Entertainment Inc. Feb-16 May-16 203,889 205,025 - 205,025 1.0x 5.7% Tervita Corporation (formerly "Project Vinci") Sep-15 Dec-16 16,723,338 20,685,383 - 20,685,383 1.2x 36.8% Geneba (15) Oct-12 N/A 201,954,400 199,020,630 68,203,822 220,155,057 288,358,879 1.4x 19.5% Advantage Rent-A-Car (16) Nov-13 N/A 201,954,400 201,950,462 27,002,563 342,133,333 369,135,896 1.8x 30.1% Total Realized and Partially Realized Investments $ 1,061,530,249 $ 473,679,735 $ 886,611,521 $ 1,360,291,256 1.3x 15.9% Unrealized Investments Pacific Exploration & Production (17) Jun-16 N/A 114,955,073 70,085,150 2,957,164 183,758,285 186,715,449 2.7x 596.7% Wind Litigation Claim (18) N/A N/A - - 297,907,202 297,907,202 NM NM Total Unrealized Investments $ 70,085,150 $ 2,957,164 $ 481,665,487 $ 484,622,651 6.9x 4220.6% Total Fund IV & IV-PP Investments - With Litigation Claims $ 1,131,615,399 $ 476,636,899 $ 1,368,277,008 $ 1,844,913,907 1.6x 32.0% 24.5% 1.6x Total Fund IV & IV-PP Investments - Without Litigation Claims $ 1,131,615,399 $ 476,636,899 $ 1,070,369,806 $ 1,547,006,705 1.4x 20.8% 14.2% 1.3x

(Footnotes in Appendix 4)

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: b) Operations (1) Risk/Return Found in the Portfolios

Funds III, IV, and IV-PP Jointly Held Positions

Type of Original Type of Security Current Type of Investee Company Purchased Security Held Public Equity Callidus Public Senior Secured Debt Bridge Loans Quasi-public Equity Senior Secured Mortgage Bonds Geneba Quasi-public Residual Homburg Unsecured Bonds Claims Senior Secured Debt Equity Advantage Private Senior Secured Bonds (Fleet Financing Fully Paid Out) Litigation Claim on cash proceeds N/A Cash/de facto Secured Claims de facto set aside

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting

II. 2016 Review: b) Operations (2) Potential Conflicts between Funds III and IV:

 Callidus

. Funds II, II-PP, III, and IV own approximately 3.8MM, 0.7MM, 20.1MM, and 8.8MM shares, respectively, as of December 31, 2016

. Net of “carry shares”, Funds II, II-PP, III, and IV own approximately 1.7MM, 0.5MM, 18.6MM, and 8.8MM shares, respectively, as of December 31, 2016

. Effect of difference in Fund terms likely to be that Fund II sells its stake in Callidus ahead of Fund III, and Fund IV sells along with Fund III (proportionately or otherwise to be determined at a later date when all information at that time becomes available)

. No conflict therefore currently envisioned as between Funds III and IV

 Geneba/Advantage

. Fund III owns approximately 1/3 of each of Geneba, and Advantage, while Fund IV owns 2/3 of each

. Given such are scheduled formally or otherwise for complete monetizations, no material conflict is currently envisioned

 If/when any potential conflict arises, such will be immediately taken to the Advisory Panel of the respective Funds as required by the LPA

. Catalyst’s approach has always been to focus on the best interests of the investment first as priority #1

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II. 2016 Review: b) Operations (3) Current Status of the Funds’ Capital Position

Over time it is always the Catalyst approach to have the secured debt allocation move to the unsecured and deeply subordinated categories as Funds age, subject to adjustment depending on the status of the credit cycle. The intended effect is to then boost realized returns without undue additional/incremental capital at risk. However, it appears (confirmed by experience and now being confirmed by math) that market correlation – and therefore volatility - increases in the Catalyst Funds as this shift occurs.

This shift does potentially increase volatility only on that portion of investments either correlated to equity or subsequently acquired as such – but not generally on the original principal given the fact 86% of everything acquired since 2008 has been super-senior secured. Part of this effect occurs naturally as funds convert debt to equity pursuant to applicable restructuring processes (i.e. exercise options for “free equity” (or near free equity) by attempting to use the discount portion of the purchased debt to acquire ‘new’ equity).

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: b) Operations (3) Current Status of the Funds’ Capital Position (cont’d): Fund III

 Fund III risk/return and detailed capital positions were discussed in the joint Fund II/Fund III meeting

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: b) Operations (3) Current Status of the Funds’ Capital Position (cont’d): Fund IV

 Fund IV and IV-PP risk/return and detailed capital positions will be discussed at the Fund IV only AGM

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting II. 2016 Review: b) Operations (3) Current Status of the Funds’ Capital Position (cont’d):

Pro-forma 2017 Monetizations:

 For Fund III, already discussed in joint Fund II/III AGM  For funds IV/IV-PP to be discussed in the Fund IV/IV-PP only AGM

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II. 2016 Review: b) Operations (4) Funds’ Administration

Catalyst does not maintain the accounts or the general ledger for the Funds. This approach is intended to provide investors with the assurance that the Fund manager cannot manipulate or inappropriately alter the Funds’ records. As of March 31, 2015 – SS&C GlobeOp (“SS&C”) formally replaced Citi Private Equity Services for this function.

SS&C as Fund Administrator will continue to: (a) maintain the books and records of the Funds, (b) prepare the month-end financial statements, (c) distribute the monthly letters, and (d) ensure all LPs have access to their Fund account information via their secured Web-access account. Catalyst will continue to maintain a set of separate, unofficial records to ensure the accuracy of SS&C’s reporting, as well as to expedite the month-end, year-end, and other processes.

Combined with the Funds’ custodian (CIBC-Mellon), the intention is the continued maintenance of a “lock-box” for our investors’ capital. At all times, the following equation must be in balance, and is supposed to be continuously reviewed by internal (CFO, Managing Partner) and external parties (SS&C and CIBC Mellon):

Capital Drawn = Original Cost of Invested Capital (+) Expenses (+) Cash

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III. Action Plan Review WF014277/038 984

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IV. Action Plan Review

 2017 Action Plan for Funds III/IV/IV-PP

2017 Action Items Timing

A. Complete “open” 2016 Action Items 2017

B. Execute Callidus “going private” and re-start loan book growth End of Q2 2017

C. Geneba Monetization 1H 2017

D. Continue monetization process of Advantage 2017

E. Advance litigations claims process Q4 2017/1H 2018

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IV. Action Plan Review (continued)

 Review of 2016 Fund III Action Plan:

, 2016 Action Items for Fund III Timing Comments

A. Complete “open” 2015 action items Done

B. Monetize Great Canadian Gaming Done

Share value up approximately 134% year-over- Partially C. Close Callidus valuation gap year; current going private process scheduled Complete to be completed by end of Q2 2017

Recap resulted in return of capital, looking to D. Gateway partial monetization Done next steps in late 2017

Done/In E. Overall, alleviate/resolve liquidity issue(s) Process

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IV. Potential Questions and Answers WF014277/041 987

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V. Potential Questions and Answers

 Issues for discussion:

. What happened to Catalyst’s desire to examine market correlation/ ‘β risk’? . Why did it take Catalyst so long to develop a formal “internal cost of capital” analysis? . Liquidity situation: Are there any external factors that could re-introduce this issue, especially for Fund III? What if market conditions remain ‘unfavourable’? . Callidus: What if “going private” does not yield a price acceptable to the Funds? What is go-forward posture/strategy if in fact successful with the “go private” transaction? . Why introduce value of litigation claims now and in this specific manner?

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V. Appendices WF014277/043 989

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Appendix 1: Geneba Properties N.V. (“Geneba”)

Business Description Geneba (the “Company”) is a real estate company with assets in Europe. Its predecessor company, Homburg Invest Inc. (“Homburg”), was based in Canada and filed for CCAA protection in Montreal, Quebec, on September 9, 2011. The Company’s assets comprise commercial, retail, industrial and development properties. Catalyst reviewed and worked on this situation for more than two years prior to its investment. Investment Thesis and Update Catalyst believed the deal’s unique multi-jurisdictional dynamics, process and capital structure complexity, and potential hidden fundamental value, provided an attractive risk-adjusted return profile. Catalyst discovered what has now been confirmed to be the fulcrum security and began acquiring it in Q4 2012. Catalyst accelerated its investment strategy later in Q4 2012 and Q1 2013, which included gaining influence/control through multiple series of bonds and claims across the capital structure, once key information was released by the Company in October 2012. This information confirmed, among other things, Catalyst’s thesis and view on the fulcrum security. Catalyst used its unique understanding of the opportunity to insert itself in the process and became the first and only fund to provide initial offers for the mortgage bonds in Q4 2012 and then, in Q1 2013, launched a tender offer backed by a media campaign and the back office infrastructure to purchase mortgage bonds, unsecured bonds, and claims from a pool of approximately 17,000 bondholders. Catalyst continued to build-out its position and enhance its influence/control since that time through the positioning of its creditor rights and challenging the failed process management of others, while also demonstrating a viable path to a value-creating recapitalization plan. As a result of this strategy, Catalyst became Homburg’s largest single creditor and used its activist and control-oriented investment approach to lead the restructuring as the recapitalization plan sponsor. Under the recapitalization plan, creditors had the option to sell their equity entitlement in a restructured new company, now called Geneba, comprising the core properties of the entire Homburg portfolio, to Catalyst at 0.59x book value at exit and a 20% cash flow yield in return for immediate liquidity (“Cash-Out Option”). Catalyst engaged in further public relations efforts to promote its Cash-Out Option, including influencing the media, convening independent bondholder meetings, mailing Catalyst’s own informational material to creditors and leveraging its already established back-office infrastructure. Catalyst’s activist approach was successfully validated at the official Creditors’ Meeting on May 30, 2013, when Catalyst won broad support for its recapitalization plan with 49.1% of creditors selecting the Cash-Out Option. On June 5, 2013, the recapitalization plan was sanctioned by the Superior Court of Quebec, and Catalyst’s acquisition of Geneba closed on March 27, 2014. Post-Plan implementation, Catalyst was Geneba’s controlling shareholder with an approximate 43% equity stake, which has increased to 86% through market purchases and a December 2014 rights offering. 43 WF014277/044 990

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Appendix 1: Geneba (continued)

Investment Thesis and Update (continued) Catalyst’s investment in Homburg via its CCAA recapitalization plan resulted in the creation of Geneba’s total equity at a valuation of €95MM while the recapitalization plan exit value determined by the Court-appointed Monitor (required by law to be essentially “fair value”) was €153MM, which combined with Catalyst’s purchases of bonds and claims at that time resulted in a 1.6x multiple on invested capital. Following Catalyst’s operational turnaround, Geneba properties have 97% occupancy, 10+ year lease terms and 70% of assets in Germany - at a cash flow yield in excess of 20% when similar REITs trade at a 4-6% cash flow yield. At the end of 2014, Geneba’s FFO yield exceeded 20% in proportion to Catalyst’s equity creation value. As part of its Recapitalization Plan, Catalyst backstopped a put option offer that was open from July 7 through October 6, 2014. This put option offer gave Geneba shareholders the right to sell their shares to Catalyst at an effective equity value of €63.33MM. This represented a further 33% discount from Catalyst’s original Cash-Out Option equity value of €95MM and consequently a greater discount to the €153MM CCAA plan equity value of the assets. Through the put option offer Catalyst acquired 1.5MM shares for $4.5MM (€3.5MM), increasing Catalyst’s share count by 13.2%. Also in 2014, Catalyst extended a €58.3MM bridge term loan facility which was used to purchase Geneba’s property mortgage debt at a discount to par value and to fund the acquisition of two properties in Germany for a total value of €49.1MM with yields of approximately 15%. In Q4 2014, Geneba filed a prospectus for a €206MM rights offering, with Catalyst serving as the backstop investor for such. The rights offering received approval from the Dutch Financial Market Authority and Geneba’s shareholders in December of 2014. Through the rights offering, Catalyst converted its €58.3MM bridge term loan into equity and together with an additional €28.1MM in cash bought 31.1MM shares at €2.78 per share, a 6% discount to book value as of December 31, 2014 and a 45% discount to the then market value In Q3 2015, Catalyst provided an additional €16.2MM of financing to Geneba under the rights offering. This funding enabled Geneba to complete three acquisitions totaling €133.3MM of property value at a combined FFO yield of ~14%, which is almost 3x the yield at which comparable German and Dutch REITs trade. In Q4 2015, Catalyst provided an additional €44.2MM of financing to Geneba under the rights offering. This funding enabled Geneba to complete three acquisitions totaling €96.6MM of property value at a combined FFO yield of 11%. Catalyst also provided a €22.5MM bridge loan to allow Geneba to refinance an existing property mortgage. As of Dec. 31, 2015, the bridge loan had been substantially repaid and refinanced, leaving €1.7MM outstanding.

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Appendix 1: Geneba (continued)

Investment Thesis and Update (continued) The rights offering was fully invested in 2015 and Q1 2016, resulting in the Funds deploying an additional $126MM with an instantaneous positive arbitrage relative to public comps of at least 2x. In Q1 2016, Geneba closed three acquisitions totaling €75.3MM in property value at a combined FFO yield of 13%, which is over 2.5 - 3x the yield at which comparable REITs trade. Catalyst also extended an incremental €5.5MM bridge loan to refinance an existing mortgage. The bridge loan was fully converted to equity by the end of Q1 2016. In Q2 2016, Geneba closed two acquisitions totaling €43.3MM in property value at a combined FFO yield of 12%, which is 2.5 – 3.0x the yield at which comparable REITs trade. In Q3 2016, Geneba completed one acquisition for €15MM at a FFO yield of 13.5%, which is ~3x the yield at which comparable German and Dutch REITs trade. In December 2016, Geneba announced that it had reached an agreement with Infineon, the tenant at Geneba’s largest property, on the early exercise of the 2020 buyout right on their Munich global headquarters. The sale price of €113MM was received on Dec. 30, 2016. Also on Dec. 30, 2016, Geneba held an Extraordinary General Meeting to approve a distribution of nearly all of the Infineon sale proceeds to shareholders. This distribution totalled €112.1MM, of which €96.8MM (US$102.1MM) was distributed to Catalyst. Also in Q4 2016, Catalyst engaged Credit Suisse to review strategic alternatives, including a potential M&A process, IPO or debt raise. On the M&A process, Catalyst has received strong initial indications of value from a highly competitive group of leading private equity sponsors and strategic investors. Final binding offers are expected to be received by mid-April. In Q1/2017, Geneba completed the acquisition of two properties for €52MM at an FFO yield of 10%, which is ~2x the yield at which comparable German and Dutch REITs trade.

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Appendix 2: Advantage Rent A Car (“Advantage”)

Business Description Advantage Rent A Car (“Advantage”) was originally created from Hertz’s required spin out of assets by the US Federal Trade Commission (“FTC”) following its acquisition of Dollar Thrifty. Hertz, to avoid competition, sold Advantage to TSX listed Franchise Services of North America (“FSNA”). FSNA was a “weak hands” buyer who had only operated franchises and never a stand alone business. For competitive reasons, Hertz intentionally left Advantage with an aging, unattractive fleet, few/poor/inadequate systems, a management team illogically dispersed across North America, and cumbersome financial liabilities which intentionally handicapped the Company. With Catalyst as the “White Knight”, The Company filed for Chapter 11 protection in the U.S. Bankruptcy Court of the Southern District of Mississippi on November 5, 2013. Catalyst led the Company through its restructuring, and provided the financial, operational and strategic support to negotiate with major stakeholders such as Hertz and the FTC. Catalyst provided the Company with $85MM of debtor-in-possession financing. Catalyst successfully credit bid the DIP for Advantage’s assets in a Chapter 11 Bankruptcy Code Section 363 sale held on December 9, 2013. The Court approved the sale on January 2, 2014, and the transaction closed on April 30, 2014. Catalyst subsequently started a new corporate strategy and rebranding effort. Advantage closed on its announced purchase of E-Z Rent-A-Car (“E-Z”) in June 2015. Advantage is operating a dual-brand strategy with E-Z, introducing both brands in all non-overlapping locations, while also evaluating new locations that fit within the combined business strategy. Advantage is the 4th largest rental car company in the U.S., with all of its now 73 locations on or near a major U.S. airport. The new Advantage is currently focused on the domestic and international leisure traveler. Advantage has a partnership with Europcar, which is the fourth largest Car Rental company globally, and among the top three in Europe. Through this partnership, Europcar sends Advantage inbound European customers and shares numerous strategic benefits. Europcar has indicated their attraction to the strength of Advantage’s current U.S. footprint and the plans to expand within the commercial market, signaling the possibility of an outright purchase.

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Appendix 2: Advantage (continued)

Investment Thesis and Update Advantage was formed as a result of an FTC decree that certain U.S. assets be spun-out of the Hertz/Dollar Thrifty merger in August 2012. The assets were purchased by Franchise Services of North America (“FSNA”), a Canadian publicly listed car rental franchisor. Macquarie Capital provided the initial funding in December 2012, and in May 2013, completed a reverse merger with FSNA. The U.S. rental car market represents a $25B+ opportunity in annual revenue and accounts for 50% of the global market, split evenly between corporate and leisure customers. The Company had a large set of profitable, high-quality and highly valuable rental concessions at major U.S. airports; however, it was subject to the disadvantages outlined above. FSNA lacked the capital and resolve to address those issues, and ultimately misunderstood the business operations. Catalyst leveraged its unique cross-border experience and relationships to gain access to the deal, in that its cooperative approach with management differentiated it from other major U.S. private equity firms involved in the process. On April 30, 2014, Catalyst completed the full acquisition of the business including: locations, vehicle fleet, the Advantage brand, cash and other assets for approximately $40MM or half of the fair market value of the assets. The majority of Catalyst’s capital commitment related to Advantage was used for the purchase of new vehicles to improve Advantage’s fleet, and does not represent incremental capital-at-risk for Catalyst. In addition, Catalyst successfully auctioned 22 unprofitable airport concessions previously valued at $0, receiving total consideration of approximately $20MM and negotiations with Hertz resulted in payments to Catalyst’s controlled Advantage of an additional $2.75MM. The original footprint of over 40 U.S. airport locations post-sale gave Advantage access to approximately 80% of domestic deplaning passengers. Catalyst effectively purchased Advantage’s core operations for approximately 5x run-rate EBITDA (pre-Catalyst operational restructuring and/or growth initiatives) and 3x run-rate EBITDA (considering Catalyst’s first year operational improvements), while peers trade in the 10x-14x EBITDA range. Moreover, the airport concession rights held by Advantage have an appraised value of over $150MM. Combined with the fact that the majority of the capital committed by Catalyst is being used to fund deposits and fleet equity (therefore not 100% capital at risk), these values confirm Catalyst’s baseline collateral value of the situation.

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Appendix 2: Advantage (continued)

Investment Thesis and Update (continued) The Chapter 11 process has greatly benefited Advantage by allowing the Company to shed unwanted concessions, restructure contracts and realign operations. Catalyst has developed a comprehensive business plan for Advantage to both stabilize near-term profitability and be positioned for future growth. This plan is centered on: 1) reducing the initial location footprint to 40 core, profitable locations with strategic value and national importance; 2) re-fleeting the Company to enhance flexibility and optimize yield; 3) implementing new systems, processes and controls; 4) supplementing and strengthening the management team; 5) fostering relationships with corporate customers, airlines, hotels and international partners; and 6) investing in marketing, including a best-of-class loyalty program and frequent use promotions. Advantage closed on its announced purchase of E-Z Rent-A-Car (“E-Z”) in June 2015. Advantage is operating a dual-brand strategy with E-Z, introducing both brands in all non-overlapping locations, while also evaluating new locations that fit within the combined business strategy. The transaction provides significant combined benefits for the merged entity, including: • Synergies - Advantage and E-Z are complementary and offer significant synergy opportunities, including additional market share, improved utilization and pricing, improved fleet costing and sale flexibility, management teams consolidation, and negotiating power with suppliers. • Growth - Advantage and E-Z’s combined locations provide a large base to build a dual-brand strategy and capture meaningful market share. The merger brings E-Z from its existing 13 locations into the 43 Advantage locations for a growth in number of locations of over 300%+; • Market Share Growth - Advantage is positioned as the leading value brand in the U.S., presenting a strong foundation to leverage a competitive dual-brand strategy. Advantage’s Europcar partnership provides opportunity to increase E-Z’s market share and brand recognition and capture greater international market share. Catalyst, together with the management teams of Advantage and E-Z, has developed and are executing on a merger integration plan, expected to generate synergies of over $20MM annually (1x or more of E-Z’s own EBITDA). As a result of this transaction, Catalyst has achieved a return of over 2x on the equity of Advantage on a standalone basis, and due to the impact of synergies, Catalyst’s investment is expected to generate a return on capital of greater than 5x for the newly combined business. Catalyst and Advantage are working with Morgan Stanley to maximize the investment monetization value. Advantage has already begun specific discussions with a key potential buyer. If these discussions do not generate an acceptable bid, then Advantage will pursue a more broadly auctioned process. Potential buyers who are likely bidders are the international rental car companies including: Europcar, Goldcar, Sixt, and Localiza.

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Appendix 3: Valuation Methodology: Canadian GAAP, AcG-18

AcG-18 = FAS 157 = Topic 820

Valuation of investments:

Portfolio investments include debt, debt-related, equity-related and equity investments made by the General Partner on behalf of the Fund.

In accordance with the Chartered Professional Accountants of Canada Handbook Accounting Guideline 18, Investment Companies (“AcG-18”), the Fund records its investments at fair value with changes in fair value recognized in the year in which the changes occur.

The General Partner applies the following guidelines in the following order when valuing portfolio investments:

(i) investments are recorded at expected realizable value using arm’s length third party offers, when available; and/or

(ii) investments are recorded using the last sale price at period end for those investments which are publicly traded and which are not restricted from trading and held in liquid and readily tradeable form; and/or

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Appendix 3: Valuation Methodology: Canadian GAAP, AcG-18 (continued)

(iii) investments are recorded using an adjustment to the last sale price at period end for those investments which are publicly traded but may be restricted for trading and/or are not held in readily tradeable form; and/or

(iv) investment values are confirmed using valuation techniques including discounted cash flow methods, multiples of earnings and/or comparison with other similar securities; and/or

(v) investments are valued at the lower of cost and net realizable value.

The process of estimating fair value for investments often requires significant judgment and estimation and the resulting values may differ significantly when actually realized.

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting Appendix 4: Footnotes

1) Past performance of any investments described herein is provided for illustrative purposes only and is not indicative of future investment results. There can be no assurance that future Funds will achieve comparable results, be able to implement its investment strategy or be able to avoid losses. In addition, there can be no assurance that investments with an unrealized value will be realized at the valuations shown, as actual realized returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Accordingly, the actual realized returns on unrealized investments may differ materially from the returns indicated herein. 2) The “Date of Substantial Realization” is the date on which a position was exited or an investment was disposed of. In the case of multiple exits or dispositions, the “Date of Substantial Realization” is deemed to be the date of sale or distribution of the substantial portion of the net proceeds from the portfolio company. 3) The “Total Capital Committed” represents aggregate capital committed by Fund I, Fund II, Fund III, Fund IV, and Fund V including capital that has already been invested as represented in the “Total Capital Invested” column. 4) The “Total Capital Invested” represents the aggregate capital respectively invested by Fund I, Fund II, Fund III, Fund IV and Fund V. The “Total Capital Invested” includes investments that were treated as bridge financings and includes recycled capital. 5) The “Total Realized Proceeds” represent gross proceeds to Fund I, Fund II, Fund III, Fund IV or Fund V, as applicable, generated from the distribution of its interests in portfolio companies , interest, dividends and distributions in respect of the applicable portfolio company investments. 6) The “Unrealized Value” is based on audited valuations in accordance with the Catalyst Funds ’ valuation criteria or policies as described in footnotes 8 - 19. Actual realized returns will depend on various factors, including future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs and the timing and manner of disposition, all of which may differ from the assumptions and circumstances on which the current unrealized valuations are based. Accordingly, the actual realized returns may differ materially from the returns indicated herein. 7) The “Gross IRR” means an aggregate, compounded annually, gross internal rate of return that does not reflect the deduction of any fees or carried interest borne by investors . IRRs for investments with a remaining interest have been calculated by assuming that the remaining interest has been sold as of the reporting date at the unrealized value. The “Net IRR” for Fund I means the gross IRR excluding the effect of uninvested cash but after the deduction of all fees and carried interest borne by investors . The Net IRR including the effect of holding excess cash is 21.1% for Fund I. Unlike other funds, Fund I at times had to hold substantial excess cash for a number of reasons including but not limited to the mechanisms of trading in the bank debt market wherein trades can take 6+ months or longer to settle. No investor cash was at risk while held by Catalyst awaiting use, such as bank trades, and therefore should be excluded so as to allow the reader to compare net returns on an "apple to apple" basis. Catalyst established lines of credit for later Catalyst Funds as to avail this issue on a go-forward basis.

The “Net IRR” for Fund II, III, IV, and V means an aggregate, compounded annually, net internal rate of return earned by investors that includes the deduction of all fees and carried interest. Net IRRs have been calculated by assuming that the remaining interest has been sold as of the reporting date at the unrealized value. 8) The “Unrealized Value” for Quad/Graphics, Inc. is based on value attributed to recovery from ongoing litigation. 9) The “Unrealized Value” for Callidus Capital Corporation is based on the market trading price for the Funds ' investment in common shares, and amortized cost for the Funds' investment in Callidus' bridge loan facility and loan participations. 10) The "Unrealized Value" for Gateway Casinos & Entertainment Limited is based on using DCF and EBITDA multiple methodologies. 11) The “Unrealized Value” for Therapure Biopharma Inc. is based on a fair valuation of the company's individual assets, which includes present values of the company’s: (i) Contract Development and Manufacturing (CDMO) division; (ii) proprietary product development (Products) division; (iii) proprietary drug pipeline assets; (iv) investments in other drug developers; and (v) claim to the company’s predecessor entities’ tax loss carry forwards. 12) The "Unrealized Value" for Natural Market Restaurants Corp. is based on using an EBITDA multiple methodology, less required capex investment. 13) The "Unrealized Value" for Sonar Entertainment Inc. is based on using DCF and public trading multiple methodologies. 14) The "Unrealized Value" for Xchange Technology Group is based on liquidation analysis and supported by public trading multiple methodologies. 15) The "Unrealized Value" for Geneba is based on using a run-rate FFO multiple methodology and a NAV methodology. 16) The "Unrealized Value" for Advantage-Rent-A-Car's operations is based on using DCF and EBITDA multiple methodologies. The "Unrealized Value" for Advantage-Rent-A-Car's fleet is based on the fair market value of the equity in the fleet. 17) The "Unrealized Value" for Pacific Exploration & Production is based on the market trading price. 18) The "Unrealized Value" for the Wind Litigation Claim is based on damages claimed in the Wind Litigation 19) The "Unrealized Value" for the PanAm Claim is based on the estimated damages claimed in the PanAm Litigation

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The Catalyst Capital Group – 2016 Joint Fund III and Funds IV/IV-PP Annual Meeting Appendix 5: Guiding Principles Principle 1: Excellence. Catalyst is a firm dedicated to the pursuit of excellence, adhering to the very highest standards of integrity. As a result, Catalyst embraces the fact that excellence is an ongoing and evolving process, and defined from our investors’ perspective only. We at Catalyst are committed to continually preserving, pursuing and building upon this dedication to excellence, which by our definition includes the pursuit of the highest standards of integrity, in all that we do. On behalf of our investors, Catalyst’s culture of excellence is both our mandate and our mission.

Principle 2: Superior Analytics. Our ability to deliver exceptional, insightful and unique analytics is our foremost competitive advantage. It is what unquestionably sets us apart and what will unquestionably be the “catalyst” for our lasting success. We don’t pretend to be the smartest; we strive to be the hardest working and most thorough analytical team. We will approach every assignment with vigor and absolute resoluteness. We will mentor and coach each other to ensure we continuously hone, invest in, and master our analytical excellence.

Principle 3: The Details. The crux of our work is in the details. We dig deep into the minutiae to reveal what others have missed. It is this search in the details that allows us to discover true value and find the very best answers. We will never settle for the status quo because of our commitment to excellence and because we know that hidden within the details is, by definition, reduced risk and/or improved returns for our investors.

Principle 4: Intellectual Curiosity. We recognize that it takes constant intellectual curiosity to fully explore the possibilities. We will therefore go to extraordinary lengths to explore issues and situations to their logical end maintaining an environment where such exploration is encouraged and supported. We will always ask questions, even when we feel certain that we know the answers. Regardless of role within the organization, we are all expected to passionately and meaningfully debate all of the issues we encounter. We will do this respectfully, keeping in mind that it is not personal; it is driven by our commitment to the fact that the investors’ best interests are always our #1 concern. After all, it is intellectual curiosity that will ensure we identify and uncover all the angles and subtleties of a situation, and enable our continued collective and personal development.

Principle 5: Team. We are only truly empowered as a team. As individuals we cannot possibly anticipate all of the nuances of a situation. Our combined intellect/insight exceeds the sum of our parts, and our ability to work collectively, leveraging all insights, experiences and abilities, is the key to our continued success. While individual creativity and independent thinking are always encouraged, we will only reap the most remarkable results when we capitalize on the intellectual collective of our different perspectives. As a member of the Catalyst team we will hold each other accountable for imparting our knowledge to each other and acknowledge that for our continued success and the protection of our investors’ best interests, our individual expertise must be shared.

Principle 6: Reputation. Our reputation is at the heart of our business. The quality of our people, the work we do, and our dedication to excellence and integrity are paramount to our reputation. We will hold ourselves up to the highest levels of integrity and ethical standards, and instill pride in the Catalyst name. We will lead by example, treating our team members, our investors and all of our stakeholders with the utmost respect. Our reputation for excellence is and will continue to be our greatest asset.

52 To: [email protected][[email protected]] 999 From: Jim Riley[[email protected]] Sent: Fri 6/30/2017 1:10:25 PM (UTC-04:00) Subject: Fwd:

These are the names we mentioned as possibly involved.

Sent from my iPhone

Begin forwarded message:

From: Dan Gagnier Date: June 29, 2017 at 4:06:51 PM EDT To: Jim Riley

Marc Cohodes

West Face

Kevin Baumann

CAT_D_00000989/002 1005

- 2 -

CAT_D_00000989/003 1006

- 3 -

CAT_D_00000989/004 1007

- 4 -

1008 To: 'Jim Riley'[[email protected]] CAT_E_00000349/1 1009 From: Marty Musters[[email protected]] Sent: Fri 8/18/2017 3:42:45 PM (UTC) Subject: Breach document Callidus Cyber Breach report.pdf

Jim

Please find attached my report with respect to the incident and how it happened. You are the only person that has this report.

I am now working on a letter which has recommendations for increasing the security posture.

Marty

Marty Musters B.Math, CISSP, CFE, CISA, PI Director of Forensics Computer Forensics Inc. 1011 Upper Middle Road East Suite 1431 Oakville, Ontario L6H 5Z9 Cell 647 302-0067

CAT_E_00000350/1 1010

Computer Forensics Inc. 1011 Upper Middle Rd E, Suite 1431 Oakville, Ontario L6L 5K2 647-302-0067

Computer Forensics Inc.

Forensic Analysis

Report

Re: Cyber Breach

Martin Musters August 17, 2017 CAT_E_00000350/2 1011

Computer Forensics Inc. 1011 Upper Middle Rd E, Suite 1431 Oakville, Ontario L6L 5K2 647-302-0067

Jim Riley Callidus Capital Corporation 4620 – 181 Bay Street, PO Box 792 Bay Wellington Tower, Brookfield Place Toronto, Ontario M5J 2T3

RE: Cyber Breach

Dear Mr. Riley,

Computer Forensics Inc. (CFI) has prepared this report for you following our analysis of the evidence provided. Details of the provided evidence as well as the methodology employed are contained in Appendix A of this report. The purpose and scope of the analysis is based on our understanding of your request which is described in Section 2.0.

Any information provided to CFI, outside of the evidence itself, that was used as a premise within the forensic analysis has been summarized within Section 3.0 of the report.

The detailed findings and conclusions of the analysis can be found in Section 4.0 and its subsections.

Should you have any questions or concerns, please do not hesitate to contact me.

Marty Musters B.Math, CISSP, CFE, CISA, CPP Director of Forensics Computer Forensics Inc. Cell: 647 302-0067 Email: [email protected]

Page 1 CAT_E_00000350/3 1012

Computer Forensics Inc. 1011 Upper Middle Rd E, Suite 1431 Oakville, Ontario L6L 5K2 647-302-0067

Table of Contents

Section 1.0 – Preamble ...... 3 Section 2.0 – Purpose of Report ...... 3 Section 3.0 – Background Information ...... 3 Section 4.0 – Findings and Conclusions ...... 4 4.1 - What happened ...... 4 4.2 – How did it happen ...... 9 4.3 – How successful was the attack...... 9 4.4 – Was confidential information stolen ...... 9 4.5 – What can be said about who is behind the attack ...... 10 Appendix A – Marty Musters Credentials ...... 11 Certifications/Associations ...... 11 Expert ...... 11 Instructor ...... 12 Speaking Engagements ...... 12 Committees ...... 13 Published Books ...... 13 Published Articles ...... 13

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Computer Forensics Inc. 1011 Upper Middle Rd E, Suite 1431 Oakville, Ontario L6L 5K2 647-302-0067

Section 1.0 – Preamble The writing of this report and the forensic analysis that is described in the report was conducted by Marty Musters, Director of Forensics for Computer Forensics Inc. The conclusions expressed within the report represent the opinions of Mr. Musters. A statement of qualifications for Mr. Musters is attached as Appendix A.

Mr. Musters has acted independently and objectively in the preparation and analysis of this report. To the best of his knowledge, there are no conflicts of interest that may have affected this report or the analysis of the evidence. Our fees were not contingent on the conclusions or findings of our analysis or on the actions or events resulting from the use of the report.

All times presented in this report, unless otherwise specified, are in Eastern Standard Time (EST) with Daylight Savings Time (DST) accounted for.

Section 2.0 – Purpose of Report At your request, CFI conducted a forensic analysis of the evidence provided. The purpose of our analysis was to complete the following:

1. Document the events of the attack with the intention of determining a. What happened b. How did it happen c. How successful was the attack d. Was any confidential information stolen e. What can be said about who is behind the attack

Section 3.0 – Background Information For the purpose of this report the following information was provided to CFI and was considered to be factual:

1. CFI was provided a copy of the Terminal Server in the form of a VMDK. 2. CFI was provided network information by David Wilkes.

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Section 4.0 – Findings and Conclusions

4.1 - What happened On July 23, 2017 beginning at 1:47:16 and ending on July 23, 2017 at 3:33:46, files on the Terminal server were encrypted. Additionally the following computers were also affected a) CALCAP5 (A server known as a Domain Controller – Patching out of date) b) CALDC1 (A server known as a Domain Controller – Patching out of date) c) CALCAP2 (A server operating as a Domain Controller as well as an Accounting Database server – Patching out of date) d) CALDEV (A Development and Software server – Patching out of date) e) CALFILE (A File server – Patching out of date) f) CALMAIL1 (Exchange Server – Patching out of date) g) CALMAIL2 (Exchange Server – Patching out of date) h) CALLIDUSUS901 (Tri Vu computer – Patching out of date) i) CALLIDUS33 (Kristine Armada computer – Patching out of date) j) DAN-PC (CFO – Patching out of date) k) CALLIDUS5 (Amar – Accounting Manager – Patching out of date)

Files on these servers/computers were encrypted and the file extensions were renamed to “Pizdec”. “Pizdec” is a Russian slang word for “fucked up”.

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,CQw.p11wr Fonmslc5 Inc.

There was a message left in the directories that were affected which was as follows Your flies are encrypted!

Ve i!J pe,tloolilal ID

•:i P- 0' ~ i1,1, '4 et: 1 0 !1 & D1 1 .:t :ZD ll cc i7 l t l M 99 t l t, • r I] . , [I.) ,a ;z /ID BB OE 52 [4 EC 7• 49 99 ~5 ~ CJ • 1 •e •c H ff7 ~ u oc~ ~O~ffMTI«~Dn~ ~~~K~TT~~ffCT~~K ~ ~~ RE JF 1 t:.7 I!- ll5. 1'.MI !iD Ji.1 6 :i .!t f!S D1!1 Cl:!I Ii •2 ~!I ~ Ji' <4 Cl), OCI IS !:1 , tr PD D4 PC 2' Bl 51 J1 9'j 13 •n •r l i SA, C. 9B {I< 07 ... lC -" l "-" M M ~7 E7 CF 25 f r ~~ CE 21 E2 -"C £0 /ID BC Bi LE H o!I! 911 49 5B ~) .~ 95 64 « EB 1F 13 ea 61 so 71 30 FS 6& 1c , F o;; n o1l 65 10 , es 7& n~ 8 IC C.. 11 06 77 ~ fB 85 Fi ~ U i::11 2t l e.a. .., a Di "' p e 1 C-11!: "" ~ -41 1 ;re 51 1G U 7 •11 U •o ,9 c;;: • ~ Ql Cl B7 l I BB CC 1111 19 al& t,> 59 97 J7 M fl 4 7 SF 28 91 F4 81 C7 AE !o l as AA 1 2 B ES M 167 F4 !Ill BC BS ll

Al ya..- l•pi,r1uwt data has bes, e,,aypted. To_. data yoo need deoyptar.

To get the deayptor you should: pay for decrypt your buslnes network(a I computers) - 10BTC:

site for buy b1tcom:

1. httll$l r/lo<:.illll in'"'Cl:!R! 2. http,>, I J-w.'

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Send 5rn!l!flsool af pay1111!flt ID 1raa!ngyoL12017@yar.:lacom or 1'iablgyOL12017ijt8:h-center.rnm . 111 the I~ 1rdde your per!Dlal ID (lool,; at the beQMlr,;J of 1h15 OOCl6nef"(), After you will receive a decryptor and instructions

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Payment ■ No d~rvµm,;in • 'l'lkl really get ti.e decr,TJtor aft~r payment

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,CQw.p11wr Fonmslc5 Inc.

There are a few things to note about the demand. They are 1. They identify this as a business network 2. They demand 10 bitcoin. In today’s dollars, is approximately $55,126.80 in Canadian dollars. 3. There are two email addresses identified, [email protected] and [email protected]. Yandex is a Russian multinational technology company and tech-center.com is registered anonymously out of the United States.

The first evidence that we have of the attack starting is January 11, 2017 at 2:59:53. The attack likely started well before this. The server event logs on the Terminal server only go back as far as this date. The message “Remote session from client name exceeded maximum number of failed attempts”. There were 276 of these failed attempts on January 11, 2017 and 280 of these failed attempts on Jan 13, 2017. There were a total of 55,212 failed attempts between January 11, 2017 and July 23, 2017.

On July 22 at 13:05 we know that the Terminal Server was compromised. It is at this time that the “caladmin” account was logged onto successfully. The caladmin account has administrator privileges meaning that the Terminal server would be completely compromised at this point. ,_ uw~nun:UIP ~'111¢ WINl-..nrmt, IIU>lit.r-.:i •i:a• 7=1112~1"-' '1W1uKftlll\'ildlm:tti:wt)i.,laiiQ m '.m11!1h.Ll ~J;i Misrau:il: ...~m:i:w:J: HCl.ffl"f-.dlillr'l3. '""""lo;m 1ll1/~IJ.?U JI"" ~MN11-1-1,c1,1tr1 "'l - lot<" 7'8/1/JH U~l Pl.c MEra1tft ~:iiunt11 .. -·,_lb, ... 1/ll/:nt.J >Hhll M..:nnml: .-i~rd- HCU'ftJ"1111,:1a.ng. .-. 7iZ21imH!-I"-' M-:mlffl"'l-R

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,CQw.p11wr Fonmslc5 Inc.

One minute later, an “Advanced IP scanner” was downloaded onto the system. The IP scanner would be used to first identify additional computers on the network and secondly to see what vulnerabilities exist on those servers/computers.

The actual attack, meaning the encryption of the data began on July 23, 2017 at 1:47:16 and ended approximately 2 hours later at 3:33:46. This is roughly 13 hours after the installation of the Advanced IP scanner. During this relatively small time period 6 file servers were compromised and 4 computers. As this attack was geared towards obtaining money from the victim company, the attackers would have felt that they would be able to disrupt the business enough by launching their encryption at this time and asking for the equivalent of $55,000.

Interestingly on July 23, 2017 at the exact time the encryption starts, there is a username of “administrator@naturaworld” showing as invalid. www.naturaworld.com is a valid web site.

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It is believed that the a script was run previously on the domain “naturaworld”, which was incorrectly updated to run on the Callidus systems leaving this incorrect user account behind.

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4.2 – How did it happen

There were a number of factors that allowed this attack to occur. The terminal server was brought back into commission to allow Steve Parker and Dwayne Morrison easier remote access to the Callidus systems. The terminal server was put into service under the old service provider and taken over by the new service provider Quartet. It would appear that both the old service provider, nor Quartet checked the patching levels. Probing the server for vulnerabilities started in early January of 2017 (or sooner). Once the administrator account “caladmin” was compromised on July 22, 2017 the attackers had full control of the Terminal server to launch internal attacks. This was accomplished by downloading and running an Advanced IP scanner. Once the machines on the network were identified, they were also exploited for their vulnerabilities. A patching report provided by Quartet shows that almost all of the internal computer/servers are not patched to their appropriate levels, making it easy for the attackers to gain credentials to those systems as well.

4.3 – How successful was the attack

In order to answer this question, we must understand the objective of the attack. The objective was to encrypt a sufficient amount of data to make it palatable for the business to pay $55,000 for the retrieval of that data. The attack was successful in that on 7 File servers and 4 computers was encrypted. Had Callidus not had backups, it would have been in a dilemma, trying to choose between paying the extortion or possibly losing the data

4.4 – Was confidential information stolen There is no evidence to suggest that confidential information was stolen. In fact, I would go further to state that no confidential information was stolen, based on the following logic. Had it been the goal of the attackers to steal information, they would not have launched their encryption attack 13 hours after gaining access to the systems. They would have copied information from the servers first before showing their hand. Relatively speaking, only a few gigabytes of data could theoretically have been copied in those 13 hours. The attackers would have kept control of their systems for much longer if it was their intention to copy the data for use against Callidus. The email addresses that the attackers wanted payment made to are well documented on the internet showing that this is simply an attack trying to blackmail companies into paying to get their data decrypted, not to sell the data back to them. It should be noted that the attackers could have copied information off of Calidus systems, fortunately they did not.

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Computer Forensics Inc. 1011 Upper Middle Rd E, Suite 1431 Oakville, Ontario L6L 5K2 647-302-0067

4.5 – What can be said about who is behind the attack The virus that encrypted the files on the Terminal server is part of the GlobeImposter ransomeware virus. On March 16, 2017 a new version dubbed GlobeImposter 2 was discovered. The ransom ware is part of a “blank slate” malspam campaign. It was initially written to target users in Russia, but has spread across North America and Europe. A review of the Internet Protocol logs from the Sonic Wall firewall was not useful in identifying the source of the attack. It appears there is a large amount of traffic from California, which would mean they are likely using proxy servers for the attack.

I trust the above report has provided the information requested. If you have any questions or concerns about the report, I would be pleased to offer any clarification necessary.

Marty Musters B.Math, CISSP, CFE, CISA, PI Director of Forensics Computer Forensics Inc. Cell: 647 302-0067 [email protected]

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Appendix A – Marty Musters Credentials

Certifications/Associations  Certified Fraud Examiner (CFE)  Certified Information Systems Security Professional (CISSP)  Certified Information Systems Security Auditor (CISA)  Certified Blacklight Examiner  Certified in Steganographic Analysis  Certified in Advanced Cell Phone Forensics  Licensed Private Investigator in the Province of Ontario

Expert  LIUNA v. McQueen OLRB Case No. 1468-15-R and 1480-15. Ontario Labour Board. January 2017. Declared an expert in Computer and Cell phone forensics.  R. v. Hayes, Superior Court of Justice, December 2016. First Degree Murder, Declared and Expert in Computer Forensics.  R. v. Hawari, Superior Court of Justice, September 2016, Possession of Child Pornography, Declared an Expert in Computer Forensics.  R. v. Bartosz Chalas, Ontario Court of Justice, June 2016, Possession of Child Pornography, Declared an Expert in Computer Forensics.  Catalyst Capital Group Inc. v. Brandon Moyse and West Face Capital Inc. Superior Court of Justice, June 2016. Commercial Litigation, Declared an Expert in Computer Forensics and Cell Phone Forensics.  R. v. Young Offender, Superior Court of Justice, April 2016. Public Mischief. Declared an expert in Computer Forensics.  R. v. Martin Schulz, Superior Court of Justice, January 2016. Possession of Child Pornography. Declared an Expert in Computer Forensics.  R. v. James Forcillo, Superior Court of Justice, December 2015. Second degree murder. Declared an Expert in Computer and Cell Phone Forensics.  R. v. Aamer Razzaq, Superior Court of Justice (Summary Conviction Appeal Court), November 2015, Declared an Expert in Computer Forensics.  R. v. Josh Lubin, Superior Court of Justice, October 2015. Sexual Assault. Declared an expert in Computer Forensics and Cell Phone Forensics.  R. v. Paul Weusten, Superior Court of Justice, August 2015. Possession of Child Pornography. Declared an expert in Computer Forensics.  R. v. Babak Andalib-Goortani, Superior Court of Justice, May 2014. Assault. Declared an expert in Computer Forensics.

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 R. v. Mark Borel by the Ontario Superior Court, May 2014. Attempt Murder. Declared an expert in Computer Forensics.  Seneca College v. Alex Janicijevics – Arbitration Hearing, Oct 2013. Declared expert in Computer Forensics.  R. v. Khumane Agil by the Ontario Superior Court, June 2012, Participation in a Criminal Organization. Declared an Expert in Computer Forensics.  R. v. Jessica Prazeres by the Ontario Court of Justice in April 2008. Police officer charged with public mischief, conspiracy to prosecute a person for an alleged offence, fabrication of evidence and breach of trust. Declared an Expert in Computer Forensics.  R. v. Cory Rogers by the Superior Court of Justice in March 2009. First Degree Murder x 2. Declared an Expert in Cell Phone Forensics and Call Detail Records.  R. v. Young Offender by the Superior Court of Justice in April 2009. Sexual Interference of a child under 14, Forcible Confinement and Sexual assault. Declared an Expert in Computer Forensics and Cell Phone Forensics.  R. v. Martin Brzezinski by the Superior Court of Justice. Possession of Child Pornography. Declared an Expert in Computer Forensics in September of 2009.

Instructor

 Instructor in Advanced Cell Phone Forensics for Paraben Corporation 2007-2010

Speaking Engagements  Digital Evidence Primer, Webinar with Justice Nordheimer, hosted by the Law Society of Upper Canada, September 30, 2015.  Ottawa Criminal Lawyers Association, October 2014  Canadian Security Magazine, Financial Security Conference, Toronto March 2014  ISACA Conference Toronto October 2013  Workplace Investigations Conference (17th Annual) 2012  International Financial Crimes Conference, Toronto 2011, 2009  Workplace Investigations Conference, Toronto (16th Annual) 2011  ACFE Certified Fraud Examiners Conference held in Toronto Sept 29, 2010  ASIS Best Practices Seminar Toronto, Ontario May 22, 2008  Forensic Conference Regina, Saskatchewan Sept 17-18, 2008  Canadian Technical Security Conference – Toronto May 16, 2007  Association of Certified Fraud Examiners 13th Annual Conference in Toronto – May 2007 (Speaker)  Golden Horseshoe Homicide Investigators Conference (GHHIA) May 2006 (Speaker)  Niagara International Fraud Conference May 2006 (Speaker)

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Committees  Member of the CACP (Canadian Association of Chiefs of Police) Public/Private Sector Liaison Committee. The committee’s mandate is to develop strategies on how law enforcement and the private sector can better work together. April 2009 – Present.

Published Books  ACFE Computer Fraud Case Studies by Joseph T. Wells – Contributing Author Published Articles  Toronto Star – “Your cellphone password could hold the key in legal battle over collecting evidence” Interview with Star reporter Robert Cribb Nov 18, 2016. https://www.thestar.com/news/world/2016/11/18/police-power-and-privacy-the-legal-battle- over-your-cellphone-password.html  Criminal Lawyers Association – For the Defence March 2017 – Fearon Case Commentary: Warrantless Cell Phone Searches” CLS Newspaper Vol.36 No. 3 co-authored with Ines Gavran  Criminal Lawyers Association – For the Defence March 2014 – Understanding Digital Evidence  Canadian Security Magazine 2010-11 Monthly Columnist  The Litigator – 2010 Current Trends that can affect your case  Steganography – Today’s risk to your organization published Dec 2007  Trends in Digital Forensics published Nov 2006  Cell Phone Forensics published Feb. 2006  The Trojan Horse Defense published Dec. 2005  Preserving Digital Evidence published Sept. 2005  Benford's Law and Fraud Detection published June 2005  It Wasn't Me published May 2005  Cyber Terrorism - Is it a Real Threat published Feb. 2005

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To: Newton Glassman[[email protected]] From: Vincent Hanna[[email protected]] Sent: Mon 8/21/2017 6:43:36 PM (UTC) Subject: Re: Attacks on Callidus

Thank you, Mr. Glassman.

On Mon, 21 Aug 2017 17:14:34 +0000, Newton Glassman wrote:

> Jim riley and counsel confirmed for 4pm. Thanks again. > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 21, 2017, at 12:59 PM, Vincent Hanna > wrote: > > Mr. Glassman, > > We are amenable to your list of attendees. Thank you very much for the transparency and your continued communications. > > Sincerely, > Mr. Hanna > > On Mon, 21 Aug 2017 15:57:58 +0000, Newton Glassman > wrote: > > Thank u mr Hanna. Given the below and on further reflection, as an act of good faith on our part and as a vote of confidence in u (as well as appreciation for your efforts to date), we will be sending mr riley (principal as well as general counsel) and one/possibly 2, counsel. I am sorry but logistics regarding which counsel can attend etc is complicating the issue and we do not want to delay any further, as well as given the possibility or further mtngs on wed. > > Again, it will be 4pm @ 36 toronto st, suite 1120. Attending: > > Mr Phillips > Jim riley > > One or 2 of the following: > > Jon Levin > Rocco dipucchio > One additional lawyer CAT_D_00001025/2 1025

> > Thanks again. Looking fwd to the debrief. > > Hope all is well. > > N., > > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 21, 2017, at 11:33 AM, Vincent Hanna > wrote: > > Mr. Glassman, > > At this time, Mr. Phillips will be the only one in attendance at this meeting today. > > Sincerely, > Mr. Hanna > > > On Mon, 21 Aug 2017 15:18:20 +0000, Newton Glassman > wrote: > > Ok. Confirmed for counsel only today and re-group after I am de-briefed. Would be helpful to know if mr Phillips is attending alone. If alone, we would send at most 2 lawyers. If others from your side r intended to attend, we would adjust accordingly. Plse therefore confirm who will attend on your behalf (and how many in total). > > Confirmed one or more of the following will attend at 4pm, 36 toronto st., suite 1120: > > Jon Levin, Faskens > > Rocco DiPucchio, Lax O'Sullivan > > One additional lawyer (have not been able to reach and therefore no idea of availability). > > Possibly but very unlikely now-jim riley. > > Thanks again. I am, at minimum, looking fwd to the de-brief. > > Hope all is well. > CAT_D_00001025/3 1026

> N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 21, 2017, at 11:02 AM, Vincent Hanna > wrote: > > Mr. Glassman, > > For today, counsel only and we can pick it up together after your counsel briefs you on the meeting today. > > Sincerely, > Mr. Hanna > > > On Mon, 21 Aug 2017 14:56:49 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Mtng is for sure confirmed. Only issue is the following: R u suggesting mtng as btwn counsel ONLY, or r u suggesting that u and I as principals attend as well now? Plse clarify. Either way, we confirm a mtng of some sort (counsel only OR counsel + principals--up to u) at 4pm today at 36 toronto st. Suite 1120. > > Thanks again. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 21, 2017, at 10:52 AM, Vincent Hanna CAT_D_00001025/4 1027

> wrote: > > Dear Mr. Glassman, > > We think the meeting of counsel at this time makes sense. We will move forward with others when appropriate. > > We will let Mr. Phillips know of your counsel's arrival attending at 4PM ET at the designated location stated below. > > Please confirm today's meeting at 4PM ET at 36 Toronto St., Suite 1120. > > Sincerely, > Mr. Hanna > > > On Mon, 21 Aug 2017 14:18:45 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Thank u, Mr Hanna. The following has now been req'd, unfortunately, by our counsel. In the event u choose to attend, I will be there personally w our counsel. In the event u r not going to attend, one or more of the following will be in attendance w mr Phillips at 4pm: > > Jon Levin (Faskens) > Rocco DiPucchio (Lax O'Sullivan) > One additional lawyer > > All of the above are familiar w both the situation and the status/involvement of the authorities on our behalf. The additional lawyer's sole role has been helping the authorities, in particular helping us to get the authorities more involved and in a more expeditious manner. It's not 100% clear if he is or will be avail at 4pm. > > In the event Mr Phillips believes an officer of the co is req'd, mr jim riley (coo and general counsel of catalyst; a director of callidus and lawyer on its behalf as well) may be available but again the same issue as to whether 'principals' attend or just counsel arises. > > Thank u for setting this up and plse advise how u would like to proceed. Either way, looking fwd to our two sides finally mtng and hopefully moving fwd--preferably as quickly as possible. > > Hope all is well. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 CAT_D_00001025/5 1028

> > Sent from my iPhone > > On Aug 21, 2017, at 9:36 AM, Vincent Hanna > wrote: > > Mr. Glassman, > > Would you be amenable to a meeting today at 4PM ET? The name of the attorney you will be meeting is John Phillips of Waddell Phillips. The address is 36 Toronto St., Suite 1120. In order to prepare for proper introductions and your arrival, would you please provide the name of your counsel that will be attending as well? I am sure you both will find this to be a valuable, meaningful and productive meeting. Please let me know as soon as possible so I can coordinate. > > Sincerely, > Mr. Hanna > > On Mon, 21 Aug 2017 12:40:20 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Good morning mr Hanna. We would strongly prefer to meet this afternoon if at all remotely possible. Given your approach, which is understandable, I will bring counsel w me as well-hence the strong preference for this aft versus tomorrow afternoon. Our counsel has asked me to enquire as to the name of your counsel that will be attending. Since said counsel will be in attendance imminently anyway, such information in advance of the mtng would be most appreciated if at all possible. > > Wed should be fine, assuming the first mtng goes well. > > Thank U for the assistance and look fwd to mtng today (or tomorrow if this aft truly is not possible).

> > Hope all is well. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 21, 2017, at 8:06 AM, Vincent Hanna > wrote: CAT_D_00001025/6 1029

> > Dear Mr. Glassman, > > Given today's schedule, let's plan on Tuesday at 3:30PM ET. If we agree on this day and time, I will provide you with a location in the city not far from your office to meet. You will be meeting the attorney that has been intimately involved in this matter and due to the sensitive nature of this case, I have been advised by legal counsel to remain anonymous at this point, given what is at stake and what this group has been doing to manipulate people's positions in the stock market. We are very happy you have approached authorities as we have done so as well over the past 2 years and we too hope action by the authorities is imminent. We telegraphed the authorities regarding the attack on your publicly traded vehicle before it happened. > > Let's plan on an 11:00AM ET meeting on Wednesday as well if your schedule permits. > > Mr. Glassman, you do not need to have an attorney present. We will be giving you valuable information regarding these criminal activities and our only objective is to give you the information to protect yourself and to bring these criminals to justice. If you feel more comfortable having your attorney present, please do so. > > It is safe to say, we both have friends in common and would like to see justice prevail. > > Sincerely, > Mr. Hanna > > > > > On Mon, 21 Aug 2017 01:16:02 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Thank u for your email, mr Hanna. To be clear and as we have stated publicly, we have met w the authorities so clearly by definition we continue to seriously consider pursuing this matter; what and/or when the authorities formally act is by definition beyond our control but we have strong reasons to believe they will in fact act and likely to do so sooner rather than later. > > mid to late afternoon Monday as well as any time wed work fine. I am confused though on a few issues: > > 1. Do u mean u r bringing counsel or u would like me to bring counsel (u mentioned an attorney). If u r bringing counsel-which is completely fine/approp-- I too will bring counsel. > > 2. When u mention the 'q2 letter', do u mean callidus q2 release or the catalyst q2 letter. > > 3. Since I am currently out of town and would be traveling to come meet tomorrow, what part of the city do u suggest we meet in? > > Look fwd to seeing u tomorrow assuming the logistics can be worked out sooner rather than later and in time for me to make approp travel plans. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., CAT_D_00001025/7 1030

> Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 20, 2017, at 8:18 PM, Vincent Hanna > wrote: > > Dear Mr. Glassman, > > I hope all is well. Could we meet in Toronto late Monday after 1:15PM ET or Tuesday after 3:00PM ET with an attorney this week? If either of these times do not fit your schedule, please let me know a suitable time you could meet. Also, if all goes well and you are still interested in pursuing these criminals targeting Callidus, we would also like you to meet another gentleman in Toronto on Wednesday. A time is yet to be finalized for the proposed meeting on Wednesday and can move either of these dates and times to fit your schedule. > > We also saw your Q2 letter and recommend you exercise discretion on these matters until we can both come up with a game plan. Please let me know about the initial meeting on either Monday or Tuesday. If either of these times work, we will come up with a mutual place to meet. > > We look forward to hearing from you. > > Sincerely, > Mr. Hanna > > > On Tue, 15 Aug 2017 18:10:31 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Thoughts? > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > CAT_D_00001025/8 1031

> On Aug 13, 2017, at 6:38 PM, Newton Glassman < mailto:[email protected]>> wrote: > > We r for sure open to a 'face to face'. However, we think some documentation or hard evidence in advance of such would be most helpful. Assuming such is avail in advance, I can make myself avail at our offices tomorrow in the early afternoon. If u prefer a different location, so long as it's public and downtown, we can likely make it work. We will of course treat this confidentially and meeting w me and/ jim riley directly is not a problem. > > Hope all is well. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 13, 2017, at 11:53 AM, Vincent Hanna > wrote: > > Dear Mr. Glassman > > Would you be open to a face to face meeting? Given the sensitivity of the current situation, we would appreciate your complete discretion in this matter. We value your privacy as well and will do the same. If this makes sense, please let us know specific times that would work on your schedule. We can come to you or meet at a mutually agreed location. Given the sensitivity in this matter, we would prefer to deal directly with you. > > Sincerely, > Mr. Hanna > > > On Sat, 12 Aug 2017 22:26:06 +0000, Newton Glassman < mailto:[email protected]>> wrote: > > Mr Hanna. Thanks so much for the below. Indeed, as much information as possible and anything u may know or have in your possession would be deeply appreciated. Thank U for thinking of us. > CAT_D_00001025/9 1032

> Hope all is well. > > N., > > Newton Glassman > Managing Partner > Catalyst Capital Group Inc., > Bay Wellington Tower > 181 Bay St., > Suite 4700 PO Box 792 > Toronto Ontario Canada > M5J 2T3 > > Office: (416)945-3030 > Fax:(416)945-3060 > > Sent from my iPhone > > On Aug 12, 2017, at 6:08 PM, Vincent Hanna > wrote: > > Mr. Glassman, > > Please let me know if you would like more details on the information provided below. > > Sincerely, > Mr. Hanna > > ----- Start Forwarded Message ----- > Sent: Fri, 11 Aug 2017 16:55:15 -0400 (EDT) > From: "Vincent Hanna" > > To: "nglassman" < mailto:[email protected]>> > Subject: Attacks on Callidus > > Dear Mr. Glassman. > > This letter is to inform you that you have been targeted by a group of funds in Canada and abroad whose sole goal is to bring down your public vehicle Callidus and you personally. They are acting in concert to short your stock and to spread false rumors in the market place mostly through Bruce Langstaff at Canaccord but through any broker who will listen. The Wall Street Journal is a prime example of this coordinated effort. The "cabal" does have private investigators following you and most likely have Russians hackers attacking your office emails and servers/cloud. The RCMP and FBI are aware of this "cabal" from a criminal investigation but that doesn't help you in the short term. I am sure you are not surprised but the funds are: > CAT_D_00001025/10 1033

> Greg Boland - WestFace Capital. > Roland Keiper - Clearwater Capital. > Sunny Puri/Moez Kassam - Anson Partners. > Shawn Kimmel - K2 Partners > Principals - MMCAP > Marc Cohodes - US Short Seller and his huge global network. > > I am disgusted that this acting in concert is going on and happening to you and other participants in the Canadian Capital Markets and I write this letter to inform you of such. > > If I were you I would sue the above groups and from that you will garner access to all their trading records and communications between them. From this you will then be fed additional information. This will lead the perpetrators down a rabbit hole they will not escape from. But in the end that is up to you. You now have this information. There will be more to come. Stay tuned. > > > > > > ----- End Forwarded Message ----- > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > CAT_D_00001025/11 1034

> DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. > > > DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: Vincent Hanna[[email protected]] CAT_D_00001027/1 1035 From: Newton Glassman[[email protected]] Sent: Thur 8/24/2017 12:11:43 AM (UTC) Subject: Re: Attacks on Callidus

U 2.

Newton Glassman Managing Partner Catalyst Capital Group Inc., Bay Wellington Tower 181 Bay St., Suite 4700 PO Box 792 Toronto Ontario Canada M5J 2T3

Office: (416)945-3030 Fax:(416)945-3060

Sent from my iPhone

On Aug 23, 2017, at 8:10 PM, Vincent Hanna wrote:

Mr. Glassman,

Thank you for the information. If you feel comfortable, please send me the alternate # as well if you would like to communicate through that instead. WhatsApp is also an avenue to communicate. Thanks again. Have a good night.

Sincerely, Mr. Hanna

On Wed, 23 Aug 2017 23:27:41 +0000, Newton Glassman wrote:

Of course. 416-302-6303. Yes, am on WhatsApp. Also have another # that we know for sure is ok.

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3 Office: (416)945-3030 CAT_D_00001027/2 1036

Fax:(416)945-3060

Sent from my iPhone

On Aug 23, 2017, at 7:19 PM, Vincent Hanna > wrote:

Dear Mr. Glassman,

Would you be kind enough to provide me your cell phone in confidence? The client would like to speak with you directly. Also, do you use WhatsApp?

Sincerely,

Mr. Hanna

On Tue, 22 Aug 2017 23:02:19 +0000, Newton Glassman > wrote:

Place and time confirmed. No sure what u mean re mr Levin. We can discuss tomorrow.

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone On Aug 22, 2017, at 2:57 PM, Vincent Hanna CAT_D_00001027/3 1037 > wrote:

Dear Mr. Glassman,

Sounds good. We will see you tomorrow at 1PM at the same place your team met yesterday (36 Toronto Street, Suite 1120).

It was our understanding that Mr. Levin from Faskens met with the other side? Given that I am the intermediary, perhaps I may have been mistaken.

Once again, for planning purposes, please confirm time and place above for tomorrow.

Sincerely,

Mr. Hanna

On Tue, 22 Aug 2017 17:14:23 +0000, Newton Glassman > wrote:

We will be there assuming me Riley confirms etc. It may require our moving some stuff but that's our problem.

To be clear, mr Levin did not attend yesterday but rather another attorney. We r likely to bring either the same person or even preferably that person's boss.

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3 Office: (416)945-3030 CAT_D_00001027/4 1038

Fax:(416)945-3060

Sent from my iPhone

On Aug 22, 2017, at 1:10 PM, Vincent Hanna > wrote:

Dear Mr. Glassman,

We are suggesting a meeting at the same venue as yesterday at 1PM ET. It would be prudent to bring Mr. Riley and Mr. Levin for continued continuity. Please let us know if you and your team are amenable to this date, time and venue.

Sincerely,

Mr. Hanna

On Tue, 22 Aug 2017 13:19:43 +0000, Newton Glassman > wrote:

Good morning. Yes I have been debriefed re yesterday's mtng as well as some other facts. We appreciate your and your team's candor and involvement.

I think wed's mtng is a near 'must' at this pt-- at least from our perspective. I am planning to be in toronto early in the am and avail from 10am onward. Your and your team's assistance and involvement in this matter is greatly appreciated. We can set up a place or lve it to your team.

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3 CAT_D_00001027/5 1039

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 22, 2017, at 9:04 AM, Vincent Hanna > wrote:

Dear Mr. Glassman,

Good morning. I trust you have been debriefed and that yesterday's meeting was productive and informative. Shall we set up the Wednesday meeting? That meeting should consist of you, Jim and our "trusted guy" only. This meeting has to take place some place discrete. Please advise soonest.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 17:14:34 +0000, Newton Glassman > wrote:

Jim riley and counsel confirmed for 4pm. Thanks again.

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030 Fax:(416)945-3060 CAT_D_00001027/6 1040

Sent from my iPhone

On Aug 21, 2017, at 12:59 PM, Vincent Hanna > wrote:

Mr. Glassman,

We are amenable to your list of attendees. Thank you very much for the transparency and your continued communications.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 15:57:58 +0000, Newton Glassman > wrote:

Thank u mr Hanna. Given the below and on further reflection, as an act of good faith on our part and as a vote of confidence in u (as well as appreciation for your efforts to date), we will be sending mr riley (principal as well as general counsel) and one/possibly 2, counsel. I am sorry but logistics regarding which counsel can attend etc is complicating the issue and we do not want to delay any further, as well as given the possibility or further mtngs on wed.

Again, it will be 4pm @ 36 toronto st, suite 1120. Attending:

Mr Phillips

Jim riley

One or 2 of the following:

Jon Levin

Rocco dipucchio

One additional lawyer

Thanks again. Looking fwd to the debrief. CAT_D_00001027/7 1041

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 21, 2017, at 11:33 AM, Vincent Hanna > wrote:

Mr. Glassman,

At this time, Mr. Phillips will be the only one in attendance at this meeting today.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 15:18:20 +0000, Newton Glassman > wrote: CAT_D_00001027/8 1042

Ok. Confirmed for counsel only today and re-group after I am de-briefed. Would be helpful to know if mr Phillips is attending alone. If alone, we would send at most 2 lawyers. If others from your side r intended to attend, we would adjust accordingly. Plse therefore confirm who will attend on your behalf (and how many in total).

Confirmed one or more of the following will attend at 4pm, 36 toronto st., suite 1120:

Jon Levin, Faskens

Rocco DiPucchio, Lax O'Sullivan

One additional lawyer (have not been able to reach and therefore no idea of availability).

Possibly but very unlikely now-jim riley.

Thanks again. I am, at minimum, looking fwd to the de-brief.

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone CAT_D_00001027/9 1043 On Aug 21, 2017, at 11:02 AM, Vincent Hanna > wrote:

Mr. Glassman,

For today, counsel only and we can pick it up together after your counsel briefs you on the meeting today.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 14:56:49 +0000, Newton Glassman > wrote:

Mtng is for sure confirmed. Only issue is the following: R u suggesting mtng as btwn counsel ONLY, or r u suggesting that u and I as principals attend as well now? Plse clarify. Either way, we confirm a mtng of some sort (counsel only OR counsel + principals--up to u) at 4pm today at 36 toronto st. Suite 1120.

Thanks again.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3 Office: (416)945-3030 CAT_D_00001027/10 1044

Fax:(416)945-3060

Sent from my iPhone

On Aug 21, 2017, at 10:52 AM, Vincent Hanna > wrote:

Dear Mr. Glassman,

We think the meeting of counsel at this time makes sense. We will move forward with others when appropriate.

We will let Mr. Phillips know of your counsel's arrival attending at 4PM ET at the designated location stated below.

Please confirm today's meeting at 4PM ET at 36 Toronto St., Suite 1120.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 14:18:45 +0000, Newton Glassman > wrote:

Thank u, Mr Hanna. The following has now been req'd, unfortunately, by our counsel. In the event u choose to attend, I will be there personally w our counsel. In the event u r not going to attend, one or more of the following will be in attendance w mr Phillips at 4pm:

Jon Levin (Faskens)

Rocco DiPucchio (Lax O'Sullivan)

One additional lawyer

All of the above are familiar w both the situation and the status/involvement of the authorities on our behalf. The additional lawyer's sole role has been helping the authorities, in particular helping us to get the authorities more involved and in a more expeditious manner. It's not 100% 1045 clear if he is or will be avail at 4pm. CAT_D_00001027/11

In the event Mr Phillips believes an officer of the co is req'd, mr jim riley (coo and general counsel of catalyst; a director of callidus and lawyer on its behalf as well) may be available but again the same issue as to whether 'principals' attend or just counsel arises.

Thank u for setting this up and plse advise how u would like to proceed. Either way, looking fwd to our two sides finally mtng and hopefully moving fwd--preferably as quickly as possible.

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 21, 2017, at 9:36 AM, Vincent Hanna > wrote:

Mr. Glassman,

Would you be amenable to a meeting today at 4PM ET? The name of the attorney you will be meeting is John Phillips of Waddell Phillips. The address is 36 Toronto St., Suite 1120. In order to prepare for proper introductions and your arrival, would you please provide the name of your 1046 counsel that will be attending as well? I am sure you both will find this to be a valuable, meaningful and productive meeting. Please let me know as soon as possible so I can coordinate.

CAT_D_00001027/12 Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 12:40:20 +0000, Newton Glassman > wrote:

Good morning mr Hanna. We would strongly prefer to meet this afternoon if at all remotely possible. Given your approach, which is understandable, I will bring counsel w me as well- hence the strong preference for this aft versus tomorrow afternoon. Our counsel has asked me to enquire as to the name of your counsel that will be attending. Since said counsel will be in attendance imminently anyway, such information in advance of the mtng would be most appreciated if at all possible.

Wed should be fine, assuming the first mtng goes well.

Thank U for the assistance and look fwd to mtng today (or tomorrow if this aft truly is not possible).

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030 CAT_D_00001027/13 1047 Fax:(416)945-3060

Sent from my iPhone

On Aug 21, 2017, at 8:06 AM, Vincent Hanna > wrote:

Dear Mr. Glassman,

Given today's schedule, let's plan on Tuesday at 3:30PM ET. If we agree on this day and time, I will provide you with a location in the city not far from your office to meet. You will be meeting the attorney that has been intimately involved in this matter and due to the sensitive nature of this case, I have been advised by legal counsel to remain anonymous at this point, given what is at stake and what this group has been doing to manipulate people's positions in the stock market. We are very happy you have approached authorities as we have done so as well over the past 2 years and we too hope action by the authorities is imminent. We telegraphed the authorities regarding the attack on your publicly traded vehicle before it happened.

Let's plan on an 11:00AM ET meeting on Wednesday as well if your schedule permits.

Mr. Glassman, you do not need to have an attorney present. We will be giving you valuable information regarding these criminal activities and our only objective is to give you the information to protect yourself and to bring these criminals to justice. If you feel more comfortable having your attorney present, please do so.

It is safe to say, we both have friends in common and would like to see justice prevail.

Sincerely,

Mr. Hanna

On Mon, 21 Aug 2017 01:16:02 +0000, Newton Glassman > wrote:

Thank u for your email, mr Hanna. To be clear and as we have stated publicly, we have met w the authorities so clearly by definition we continue to seriously consider pursuing this matter; 1048 what and/or when the authorities formally act is by definition beyond our control but we have strong reasons to believe they will in fact act and likely to do so sooner rather than later. CAT_D_00001027/14 mid to late afternoon Monday as well as any time wed work fine. I am confused though on a few issues:

1. Do u mean u r bringing counsel or u would like me to bring counsel (u mentioned an attorney). If u r bringing counsel-which is completely fine/approp-- I too will bring counsel.

2. When u mention the 'q2 letter', do u mean callidus q2 release or the catalyst q2 letter.

3. Since I am currently out of town and would be traveling to come meet tomorrow, what part of the city do u suggest we meet in?

Look fwd to seeing u tomorrow assuming the logistics can be worked out sooner rather than later and in time for me to make approp travel plans.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 20, 2017, at 8:18 PM, Vincent Hanna > wrote: CAT_D_00001027/15

Dear Mr. Glassman,

I hope all is well. Could we meet in Toronto late Monday after 1:15PM ET or Tuesday after 3:00PM ET with an attorney this week? If either of these times do not fit your schedule, please let me know a suitable time you could meet. Also, if all goes well and you are still interested in pursuing these criminals targeting Callidus, we would also like you to meet another gentleman in Toronto on Wednesday. A time is yet to be finalized for the proposed meeting on Wednesday and can move either of these dates and times to fit your schedule.

We also saw your Q2 letter and recommend you exercise discretion on these matters until we can both come up with a game plan. Please let me know about the initial meeting on either Monday or Tuesday. If either of these times work, we will come up with a mutual place to meet.

We look forward to hearing from you.

Sincerely,

Mr. Hanna

On Tue, 15 Aug 2017 18:10:31 +0000, Newton Glassman > wrote:

Thoughts?

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3 CAT_D_00001027/16 1050 Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 13, 2017, at 6:38 PM, Newton Glassman > wrote:

We r for sure open to a 'face to face'. However, we think some documentation or hard evidence in advance of such would be most helpful. Assuming such is avail in advance, I can make myself avail at our offices tomorrow in the early afternoon. If u prefer a different location, so long as it's public and downtown, we can likely make it work. We will of course treat this confidentially and meeting w me and/ jim riley directly is not a problem.

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792

Toronto Ontario Canada

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone On Aug 13, 2017, at 11:53 AM, Vincent Hanna CAT_D_00001027/17 1051 > wrote:

Dear Mr. Glassman

Would you be open to a face to face meeting? Given the sensitivity of the current situation, we would appreciate your complete discretion in this matter. We value your privacy as well and will do the same. If this makes sense, please let us know specific times that would work on your schedule. We can come to you or meet at a mutually agreed location. Given the sensitivity in this matter, we would prefer to deal directly with you.

Sincerely,

Mr. Hanna

On Sat, 12 Aug 2017 22:26:06 +0000, Newton Glassman > wrote:

Mr Hanna. Thanks so much for the below. Indeed, as much information as possible and anything u may know or have in your possession would be deeply appreciated. Thank U for thinking of us.

Hope all is well.

N.,

Newton Glassman

Managing Partner

Catalyst Capital Group Inc.,

Bay Wellington Tower

181 Bay St.,

Suite 4700 PO Box 792 Toronto Ontario Canada CAT_D_00001027/18 1052

M5J 2T3

Office: (416)945-3030

Fax:(416)945-3060

Sent from my iPhone

On Aug 12, 2017, at 6:08 PM, Vincent Hanna > wrote:

Mr. Glassman,

Please let me know if you would like more details on the information provided below.

Sincerely,

Mr. Hanna

----- Start Forwarded Message -----

Sent: Fri, 11 Aug 2017 16:55:15 -0400 (EDT)

From: "Vincent Hanna" >

To: "nglassman" >

Subject: Attacks on Callidus

Dear Mr. Glassman. CAT_D_00001027/19 1053 This letter is to inform you that you have been targeted by a group of funds in Canada and abroad whose sole goal is to bring down your public vehicle Callidus and you personally. They are acting in concert to short your stock and to spread false rumors in the market place mostly through Bruce Langstaff at Canaccord but through any broker who will listen. The Wall Street Journal is a prime example of this coordinated effort. The "cabal" does have private investigators following you and most likely have Russians hackers attacking your office emails and servers/cloud. The RCMP and FBI are aware of this "cabal" from a criminal investigation but that doesn't help you in the short term. I am sure you are not surprised but the funds are:

Greg Boland - WestFace Capital.

Roland Keiper - Clearwater Capital.

Sunny Puri/Moez Kassam - Anson Partners.

Shawn Kimmel - K2 Partners

Principals - MMCAP

Marc Cohodes - US Short Seller and his huge global network.

I am disgusted that this acting in concert is going on and happening to you and other participants in the Canadian Capital Markets and I write this letter to inform you of such.

If I were you I would sue the above groups and from that you will garner access to all their trading records and communications between them. From this you will then be fed additional information. This will lead the perpetrators down a rabbit hole they will not escape from. But in the end that is up to you. You now have this information. There will be more to come. Stay tuned.

----- End Forwarded Message -----

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Hi Brian & Naomi,

I am emailing you to seek your approval to send the attachment to Peter Barakett and Dan Gagnier (Gagnier Communications). Please advise if this is okay or not. Thank you in advance.

Kind regards,

The Catalyst Capital Group Inc.

Lauren Oberson | Executive Assistant to James (Jim) Riley | | 181 Bay Street, Suite 4700, P.O. Box 792 BayDISCLAIMER: Wellington Tower, This Brookfield e-mail (including Place, Toronto, any attachments) Ontario M5J 2T3 may | T: be 416.945.3004 confidential | F: and 416.945.3060 is intended | E:only [email protected] for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. CAT_D_00001040/001 1070.1 CAT_D_00001040/002 1070.2 CAT_D_00001040/003 1070.3 CAT_D_00001029/1 Danny Guy (14417046900) 1071

Wednesday, Aug 23, 2017 20:27 Test. How r u?

Wednesday, Aug 23, 2017 20:27 14417046900 Yup u are using this number.

Wednesday, Aug 23, 2017 20:29 :))

Wednesday, Aug 23, 2017 20:31 14417046900 Ok I think u should meet with the PI and hire him. He will deliver tapes and emails etc. I will get my it guy to give you all the emails I sent to Imet on your targeting. It's was before the big drop in your stock.

Wednesday, Aug 23, 2017 20:31 14417046900 I will try to see if Patrick McGuire will meet with you.

Wednesday, Aug 23, 2017 20:32 We would do all of the above.

Wednesday, Aug 23, 2017 20:32 14417046900 Ok let's chat tomorrow and move forward.

Wednesday, Aug 23, 2017 20:32 For sure.

Wednesday, Aug 23, 2017 20:33 14417046900 As u can see I will do whatever is needed

Wednesday, Aug 23, 2017 20:35 Thank u. Let's talk tomorrow. I need to digest some of the info. Quite overwhelming and shocking today, including how serious and deep this is. Going to put my kids to bed. Talk tomorrow and thanks again. We will use the tapes/emails properly. After our call/mtng, we had our own strategy session. I think we r going to do this properly but the more hard info we have from u/your pi, the faster we can get it done etc.

Wednesday, Aug 23, 2017 20:36 Talk tomorrow.

Wednesday, Aug 23, 2017 20:38 14417046900 I am friends with Mark Byrne. He recently passed away. He was Warren Buffets god son. I will send you a report his brother Patrick had done when these guys attacked his company Overstock.com. It was awhile ago but will make your head spin.

Wednesday, Aug 23, 2017 20:39 14417046900 deepcapture-the-story-v1.pdf

Wednesday, Aug 23, 2017 20:39 Thank u. Got to go deal w kids.

Wednesday, Aug 23, 2017 20:39 14417046900 Yup

Thursday, Aug 24, 2017 06:59 14417046900 Just read your pleadings on Wind. I wasn't up to speed. Lacavera wow. He knew he had zero upside so negotiated a deal for himself in bad faith. He goes around telling everyone he is worth hundreds of millions. I have little faith in Canadian courts but you should prevail here. Has this ever happened before and are there CAT_D_00001029/2 Danny Guy (14417046900) 1072 precedents.

Thursday, Aug 24, 2017 07:50 14417046900 So let me know. Jim and/or you are best to meet with our guy. He is available today after 3 and tomorrow. I recommend not waiting. Hear his down load and go from there.

Thursday, Aug 24, 2017 07:55 Good morning. Lawyers r requiring that it be done pi to pi. It's in process and will be today or tomorrow. Someone told me that u guys have hard evidence of one or more moles within our organization(s). Is that true and if so, can U disclose who it is? We may want to use them etc

Thursday, Aug 24, 2017 07:56 14417046900 Our guy was involved in conversation with Anson where they said that. He can give you details. I don't think he knows who

Thursday, Aug 24, 2017 07:57 Great. Thanks.

Thursday, Aug 24, 2017 07:57 14417046900 I would put Jim and your lawyer in that meeting u if u can

Thursday, Aug 24, 2017 15:30 14417046900 On another topic.

Do you guys do litigation investments where there is a litigation matter that could result in a big win if done properly. Similar to a Tenor.

Thursday, Aug 24, 2017 15:36 Not typically but we could if we liked it.

Thursday, Aug 24, 2017 15:37 14417046900 And u do do resource names at times ?

Thursday, Aug 24, 2017 15:43 14417046900 Also if u want help on CBl buyback let me know I can collect it and do a block with you each week if u so choose

Thursday, Aug 24, 2017 15:47 We typically avoid resources unless backed by other assets. We can not buy the stock at this time except under the automatic ncib

Thursday, Aug 24, 2017 15:49 14417046900 Yup some percent a month but u can buy once a week in blocks so instead of small stuff if u decide I can help u do one bigger block.

Thursday, Aug 24, 2017 15:49 14417046900 I just did it for Gmp. Makes it easier

Thursday, Aug 24, 2017 15:52 I don't understand but I don't think we r allowed to do to what u suggest. CAT_D_00001029/3 Danny Guy (14417046900) 1073 Thursday, Aug 24, 2017 15:53 14417046900 Ya I think it's standard buyback rules. Anyway just a thought

Friday, Aug 25, 2017 10:37 14417046900 Anyone asks. We have never spoke or met.

Friday, Aug 25, 2017 10:49 Ok. But generally why the severe concern?

Friday, Aug 25, 2017 10:53 14417046900 With what we are going to do. It's just best.

Saturday, Aug 26, 2017 15:12 14417046900 So I think you have concluded we aren't full of shit. Ball is in your court. We have some ideas of what we could do.

Saturday, Aug 26, 2017 15:14 We have not thought u guys were full of shit for some time now. However, I have not yet gotten a download re today's mtng(s). I am waiting on my team. Love to hear your ideas now or after my debrief.

Saturday, Aug 26, 2017 15:15 14417046900 Time to chat ? Now or after your debrief

Saturday, Aug 26, 2017 15:16 Likely more efficient after my debrief

Saturday, Aug 26, 2017 15:16 14417046900 Yup just let me know.

Saturday, Aug 26, 2017 18:51 Got the debrief. Unfortunately my guys found the mtng very disappointing and your guy provided little to no new or actionable information.

Saturday, Aug 26, 2017 18:58 14417046900 Ya I figured it would be useless to have people with no stake in the matter meet. Pretty hard to build trust with that. My guy is at risk so I don't blame him if he was cautious. You need to meet him

Saturday, Aug 26, 2017 19:00 No, that's simply not acceptable. He acts and was hired by u. If he wants protection or involvement, it was his job to prove his value. He may have failed. I will not meet him under any circumstances until/unless he proves his value and credibility to our team. He should have had enough judgment and common sense to know that was a critical thing to achieve today. My team will not let me near him until/unless he proves himself. That's just a fact.

Saturday, Aug 26, 2017 19:03 14417046900 Define proves himself ?

Saturday, Aug 26, 2017 19:05 Obviously as credible w actionable intel. He likely failed on both counts. The only possible thing of value he alluded to was a taped conversation but said he may or may not have it and if he had it, he wasn't sure if he could provide it or even let them hear it. He came across allegedly very poorly and completely unprofessional and lacking in credibility. I wasn't CAT_D_00001029/4 Danny Guy (14417046900) 1074

there so have no comment but was hopeful until I heard the debrief. Very/extremely/beyond disappointing.

Saturday, Aug 26, 2017 19:09 His background and research in him did not help his cause one iota. As a professional or w direction from u/your team, he should have known to just play it straight, be honest and as forthcoming as humanly possible. Bizarre in my opinion since I would have thought YOU own the info/intel, he works or worked for u, and would therefore have been atleast forthright and cooperative given the alignment of interests. Disappointing to say the least.

Saturday, Aug 26, 2017 19:10 14417046900 Well u couldn't expect him to pull his pants down to two people he doesn't know or trust. He has been neck deep in this for two plus years. He is the asset not your guys. They can't do anything or penetrate the wolf pack. My guy is inside. We are trying to help you. I have no hidden agenda here. What this people are doing is disgusting. We can help trust me.

Saturday, Aug 26, 2017 19:10 14417046900 He has put himself at risk

Saturday, Aug 26, 2017 19:11 What they r doing is in fact disgusting. Your guy knew we r aligned so yes, the combination of alignment and the hair known to be on jim in fact req'd him to FULLY pull his pants down. Instead he really hurt his own credibility incredibly badly.

Saturday, Aug 26, 2017 19:12 Bullshit re his being at risk. Unless of course he is full of shit.

Saturday, Aug 26, 2017 19:12 I can show u 'being at risk'.

Saturday, Aug 26, 2017 19:12 Hair on your guy, not jim.

Saturday, Aug 26, 2017 19:13 14417046900 Ok Let me intervene here and see what happened.

Saturday, Aug 26, 2017 19:14 Make excuses all u want. He has set this relationship back immensely. My guys do not trust him or anything related to him one iota now. Very badly damaged the situation.

Saturday, Aug 26, 2017 19:16 14417046900 Look man. My guy had a history with one of your guys. I don't think he trusted them to pull his pants down. What were u expecting from this first meeting

Saturday, Aug 26, 2017 19:19 That's simply intellectually dishonest. Your guys knows his own reputation and what he has done in the past. I read the briefing note on him last wk. whatever 'history' he has, I was 'expecting' a professional w self awareness. I was expecting honesty and forthrightness. He 2 guys he met w r complete professionals and very experienced. I have no idea of their 'history' but that's one of the most immature and unprofessional excuses I have heard in a very long time. CAT_D_00001029/5 Danny Guy (14417046900) 1075 Saturday, Aug 26, 2017 19:19 14417046900 Forget other PI's meet him and John with your lawyers and Riley that way we can skip the egos of the PI's who just want a paycheck

Saturday, Aug 26, 2017 19:22 14417046900 From my guy Keep to yourself please.

Mr. Phillips,

As requested this morning I met with Tom Klatt and Peter Barakett at the Intercontinental Hotel on Bloor Street at 10am. Both parties were present when I arrived. I was lead to understand that this meeting was to be held with persons that were knowledgeable of the matters at hand. However, both parties informed me that they had no knowledge of the circumstances concerning this meeting and were unaware of any particulars. Some general conversation was held and I provided a somewhat brief non specific outline of the network and targets from the investigation related to CXR. I did not take notes during the meeting however Mr. Klatt did. I mentioned a couple of names that are familiar to our investigation from the first half of 2017 when we understood them to be targeting Calludus and NG in particular. Although Mr. Klatt previously indicated he had no knowledge of the issues or players in some the Anson/WestFace scheme he did make a specific inquiry about Canaccord. I had made no mention of Canaccord’s involvement with APC or any of proprietary Calladus material being brokered by Bruce Langstaff. Either Klatt was provided Canaccord as a name to be aware of or he knows more than he is comfortable saying.

Mr. Barakett is a different matter. I had a brief discussion with him and he informed me that he essentially knows less than nothing and could not even articulate why he was brought to Toronto to meet with Klatt. Barakett told me that he was called by a client and informed that a lawyer was flying him to Toronto for the purpose of meeting Klatt whom was then going to meet with another person. Both Barakett and Klatt had limited time to have any discussion today and told me that they had other plans so we were limited to a 45 minute discussion. I find it perplexing that while Barakett states he was flown to Toronto for the purpose of attending this meeting his schedule otherwise was preventing him from having any discussion. It would seem improbable that someone would be flown to Toronto from Florida to attend a meeting that they could not make any time for.

I did not provide any of the corporate names, trading entities or nominee particulars of our investigation. In only the most minor of references I provided the name of Anson Partners Canada, Anson Partners (Texas), Chesapeake Energy (Anson Parent), Marc Cohodes, Aubrey McClendon, Greg Boland, Roland Keiper, WestFace and Clearwater. There was no indication that either party had an understanding of the significance of these people the overall scheme to target Calladus and NG. It is quite possible that they are unaware of the organized effort to target the business of NG. There is an email chain I am reviewing from late January 2017 in which the APC group was establishing communications between prime brokers to target Calladus. I did not participate in those meetings except towards the end as we had no interest in the pending attack on Calladus. The I will defer to your direction on any further cooperation or discussion on this file.

Regards CAT_D_00001029/6 Danny Guy (14417046900) 1076 Saturday, Aug 26, 2017 19:22 Now u r being intellectually dishonest or manipulated by your guy. There r legitimate legal and structural reasons to have it done pi to pi. It's your and my job to manage our teams--including our respective pi's. Plse hear me: there is no basis or way j can currently imagine where ibor my team will allow me or Jim to meet w your guy. It's likely YOUR guy just looking for a bigger paycheck. He reputations and previous work done by the 2 guys speak for themselves. Your own guy's court record etc speaks for itself as well.

Saturday, Aug 26, 2017 19:26 14417046900 Then have your lawyers meet him and John.

My guy gets shit done. Ya he has brought down lots of people including rcmp. OSC and bad guys. He doesn't tolerate bs.

So is his description of the meeting accurate ?

Saturday, Aug 26, 2017 19:26 If he has material, he should be instructed to provide copies. Otherwise, there is nothing we can do. Like I said, I was not there and have no idea what was said or how people positioned themselves. I find t easy to believe our guys would play dumb out of an abundance of caution until your guy proved himself, esp given his known and very public past. He made the wrong call or was given wrong direction.

Saturday, Aug 26, 2017 19:28 I have to go. This is silly. He's either real w actionable intelligence--in which case he must provide it asap if u want to work together-- or he doesn't. No excuses, no bs, no rationalizations, etc. No games. Period. Beyond disappointing.

Saturday, Aug 26, 2017 19:29 14417046900 Exactky. Two groups feeling each other out because no one is dealing direct and no trust. Ya my guy has a plan. But he does have what u need. Why get two other people that add zero value involved.

Saturday, Aug 26, 2017 19:32 I simply do not believe that. We have home above and beyond. We have met numerous times w your counsel. We have made ME AND JIM avail as acts of good faith. U simply either do not understand some legal issues or r playing dumb and/or making excuses for your guys abysmal behavior. YOU need to make a decision. Either force him to open his kimono or not. But I am not willing to do this 'dance'. It's bs and my team simply does not have the time to play at these games.

Saturday, Aug 26, 2017 19:32 Speak later. Ridiculous.

Saturday, Aug 26, 2017 19:34 14417046900 Of course I don't understand all the legal issues on your side. Let me get John in the middle and straighten this out.

Saturday, Aug 26, 2017 19:39 Do whatever u like. We r driving fwd to the best of our ability. It's your team and therefore YOUR guy to manage. Outrageously bad and unprofessional form, assuming what I am told is true. And given his reputation and past I currently do believe I am being CAT_D_00001029/7 Danny Guy (14417046900) 1077

told the truth and fully understand why our side would play dumb until, as u say, your dropped his pants completely. He has a lot of credibility and other issues to overcome b4 he even enters a room. That's simply a FACT and at least John knows that and j suspect YOU know that since u don't seem to have been able to act completely or even get media to act on his alleged evidence. He is tainted. That's a fact. Hat makes his approach and at best your naïveté re such difficult for us going fwd. I would recommend less excuses and some brutal objectivity

Saturday, Aug 26, 2017 19:55 14417046900 Tainted ? He took down 6 rcmp officers for lying because they attempted to go against a previous agreement they had with his client. So the rcmp are afraid of him. That said they want to hear all his taped conversations and he started the investigation south of the border. Sounds like a PI ego match. Skip the PI's get your layers and him and John to meet. I wasn't there so am in the middle of he said she said. Relax I will straighten it out. This guy can do more for your case then 5 of those other guys. With both past info and ongoing operations. Gimme a few days to fix it. What do you want as a act of good faith on our side? I will get it. There are two things from what I see. All the past info. Meetings, conversations etc and then ongoing info from within the wolf pack. Done right we can do something good. Would my guy want to get paid for ongoing operations. Yes of course. He has kids to feed too.

Saturday, Aug 26, 2017 20:13 Acting together means he has to share ALL information. Asap. We r moving fwd w or wout him etc. Money not an issue. Credibility and actionable intelligence is all that matters. U need to do better research on him for your own sake. He has been involved personally in some very dubious lawsuits. He has been declared bankrupt. He has had testimony thrown out for lack of credibility. All unrelated to the rcmp issue. I read the file and it's all publicly avail. Even John has questions about his credibility and how actionable his intel may prove to be. If he has truly valuable stuff and it's not bs--if/when it helps us, I will reward him handsomely. However my guys know that he has a history of just selling info to the highest bidder. That makes him a huge risk of being, for example, playing both sides (or being pd by one or more of the Wolfpack while acting for u).

Saturday, Aug 26, 2017 20:14 He has to prove himself and his intel. Period. If real, he will be more than taken care of; if not, we will have nothing to do w him. Pretty damn simple. We are also running out of time. Has to be immediately.

Saturday, Aug 26, 2017 20:28 14417046900 Agreed.

Monday, Aug 28, 2017 12:59 14417046900 Spoke to John. We will get it all straightened out.

Monday, Aug 28, 2017 13:00 14417046900 Be patient this week I have a family funeral I need to attend.

Monday, Aug 28, 2017 13:21 Am sorry for your loss. Hope everyone is doing as well CAT_D_00001029/8 Danny Guy (14417046900) 1078

as they can under the circumstances. We r driving fwd and will be here if/when u guys r ready.

Monday, Aug 28, 2017 17:22 14417046900 What email can I send you something on.

Monday, Aug 28, 2017 17:25 [email protected]

Monday, Aug 28, 2017 17:28 14417046900 Ok that's a different one then where others were sending correct.

Monday, Aug 28, 2017 17:34 14417046900 Just a couple I could find that I sent Imet. There are tons more from me I need to go through then with my tech guys. But wanted to send u something. First one was when the WSJ article came out. The second is on Veritas writing a negative report for the cabal

Monday, Aug 28, 2017 17:37 14417046900 Why the fuck did u copy everyone ?

Monday, Aug 28, 2017 17:38 That's all lawyers. All privileged. From a crazy secure acct

Monday, Aug 28, 2017 17:38 Neither prove anything, btw. Like I asked: what's your pt?

Monday, Aug 28, 2017 17:39 And all our servers were checked and scrubbed over the wkend

Monday, Aug 28, 2017 17:39 I assure u all our lawyers know what we wrote to our investors.

Monday, Aug 28, 2017 17:40 14417046900 Well on the short report on the other name it shows Veritas is definitely working with them

Monday, Aug 28, 2017 17:42 14417046900 These are emails I sent Imet. You see what I wrote to them.

It shows "I" was complaining before we met. It shows I tipped them off to your attacks before it happened.

Monday, Aug 28, 2017 17:42 No Danny. U do not understand the law. Veritas can write whatever they want. Only if veritas writes something untrue AND it is shown to be coordinated w the Wolfpack THEN its mkt manipulation. Writing a report w a common thesis or even facts provided by the Wolfpack is NOT illegal.

Monday, Aug 28, 2017 17:43 I always believed u were complaining. I suspect u were unfairly dismissed because it was simply not enough--for reasons like I wrote above. Callidus has the smoking gun w veritas/west face. And the bullet. And the body. A 'report' hat quotes similar correct or CAT_D_00001029/9 Danny Guy (14417046900) 1079

allegedly correct facts? That's not illegal or actionable.

Monday, Aug 28, 2017 17:46 14417046900 Newton this has been going on for two years. Imet can't tell you what is going on. They called John the minute u guys left. They are on this. Trust me. And no you cannot act in concert to affect stock prices. I gurantee all those guys phones are tapped. Yes to Prove in the court of law takes a lot. That is why it's taking so long.

Monday, Aug 28, 2017 17:47 14417046900 As soon as John is back from Vacation we will move forward. I just wanted to show you some emails I sent.

Monday, Aug 28, 2017 17:47 For example, U guys allege u have taped conversations. That is actionable, esp if one party to the conversation (your pi for example) consented. U allege u have docs or other evidence of fabricating 'data' or untrue stories. THOSE r examples of actionable intel. What u sent is meaningless wout proof that something in veritas' report is untrue etc.

Monday, Aug 28, 2017 17:49 14417046900 Ya I know. But it shows our intent

Yes he has tapped conversations and tons of emails. We will get them to you as soon as practical.

Monday, Aug 28, 2017 17:49 U r not right at least on he following. 'Acting in concert' is NOT illegal per SE if it's based on publicly avail and true info. We met w jsot (u call it imet). Today. We know where they r and wout more they r not going to move quickly.

Monday, Aug 28, 2017 17:54 14417046900 It's never true information they act on. We have proven that. They told you nothing so u come to that conclusion only because they haven't acted to date

Monday, Aug 28, 2017 18:02 Danny, that's simply not true and u r acting very emotionally. Some of the info they have allegedly acted on in he past is correct. Some is not. We also have proven that to the authorities. Some is actually manipulated---like filing whistleblower complaints in order to give such to the media -- itself a criminal act. I have a very good idea why they have not acted to date and we r also pushing them. But they need as much ACTIONABLE intel as humanly possible. They also need pressure from other sources, like the media. Whether u or I or both believe they r failing in their duty will not get them to act. We have to make it impossible for them to NOT act. That means overwhelming actionable intel. That means your pi fucked up in a big way, u/what u have given them is believed (rightly or wrongly) to be insufficient. They tell us our stuff is he first true 'dead to rights' breaking of the law that is irrefutable for them. U need to get your stuff together, decide how much this really means to u, and get your pi to stop fucking around. U either have stuff or not. Your pi himself is not able to be a source for jsot. We can help w that but you and your pi have to decide if u want our help, how much u want to give us, or just stop screwing around. U have obviously been CAT_D_00001029/10 Danny Guy (14417046900) 1080

minimized by the authorities. Even u must at some pt realize that's the objective reality.

Monday, Aug 28, 2017 18:24 14417046900 Really what was correct ? None that I have seen. Emotional. Not at all. Pi will get you the stuff as I said. John back soon. Glad you gave them some concrete evidence. Fill me in on that in due course. Don't agree with your narrative at all though. They need to coborate everything we tell them from other sources. They are doing that in spades. Ya I am surprised they haven't moved but I understand the need for them to make sure they win. My guess you should see press starting talking about this early September

Monday, Aug 28, 2017 18:33 We r very upset w how slow they r going. We r told it has moved up in their priority ranking but am concerned. We r hoping press moves sooner than early sept. We know they r close and finalizing some stuff.

Monday, Aug 28, 2017 18:42 14417046900 That would be nice. Now my guy still has a good relationship with these pricks if you want to get him wired up to get more Calladus specific stuff that can be done. I recently did that on another file with him and the FBI and that guy is now behind bars. I think we are both frustrated but patience will win the day.

Monday, Aug 28, 2017 21:34 14417046900 Got a weird. Call today. The WP are wondering who is helping you. A guy looking for info

Monday, Aug 28, 2017 21:43 WP?

Monday, Aug 28, 2017 21:47 14417046900 Wolf pack.

Monday, Aug 28, 2017 21:48 Bullshit.

Monday, Aug 28, 2017 21:54 14417046900 Lol. No. A friend of Bolands. Asking me weird questions.

Monday, Aug 28, 2017 22:26 Again, bullshit. They have no idea right now we r coming or what has happened or what the authorities were given today. u have literally less than 10% of what's going on-- if that. Boland is in more trouble than he can imagine.

Monday, Aug 28, 2017 23:40 14417046900 Great

Thursday, Aug 31, 2017 19:50 We got sworn testimony yesterday from participant(s) in the scheme. Incontrovertible evidence of who involved and what they were doing. They specifically named names, dates, methods, what they were asked or told to do. They particularly named Greg Boland and his personal specific involvement in directing the scheme. We r moving fwd at an accelerated pace right now while everyone else is slowing down over Labor Day wkend. Either your pi rollsover asap and adds to what we already have or not. It has to be b4 Monday. CAT_D_00001029/11 Danny Guy (14417046900) 1081 Thursday, Aug 31, 2017 20:13 14417046900 Back home for that funeral. I got email from him that John requested. I will get John to coordinate. His stuff will help.

Thursday, Aug 31, 2017 20:33 14417046900 Sent u the email he sent John and I.

Thursday, Aug 31, 2017 21:43 Yes, got it.

Friday, Sep 01, 2017 08:16 14417046900 Apc. Is Anson Partners Canada

Friday, Sep 01, 2017 08:18 Thank u. And 'AS'?

Friday, Sep 01, 2017 08:21 14417046900 Alex Speers

Friday, Sep 01, 2017 08:21 14417046900 Works at Anson

Monday, Sep 04, 2017 20:14 We r delivering a few things to the authorities tomorrow. We r also pushing the media. Anything CONCRETE u have, now is the time. It's likely the media will name the Wolfpack. We want them to name the complete participants known to be therein. They may be looking for a last (3rd or 4th source; we know thy have at least 2). Perhaps John or someone else from your team would consider being such. We

Monday, Sep 04, 2017 20:14 On plane. Likley hard to communicate

Monday, Sep 04, 2017 20:32 14417046900 Ya I wouldn't do that right now. Imet said that wouldn't be a great idea. Give it another 30 days. These guys are hanging themselves. Why alert them.

Monday, Sep 04, 2017 20:37 We have no control of press/media and in fact jsot asked us to move it fwd if we could w the media. Literally asked us to do so.

Monday, Sep 04, 2017 20:42 14417046900 Who said that at jsot?

Monday, Sep 04, 2017 20:44 Inspector level and 2 mid level people. We r acting w their blessings etc.

Monday, Sep 04, 2017 20:50 14417046900 Frazier ?

Monday, Sep 04, 2017 20:51 I am not going to disclose who etc. Suffice to say we have ongoing conversations at his level and above, including his boss prior to her recent move to an even more sr role.

Monday, Sep 04, 2017 20:53 14417046900 Well it would help to know who. Because John had a meeting not long ago and they said it wouldn't be helpful if we did. So if now they are saying to u to do it. What does that mean.

Monday, Sep 04, 2017 20:56 14417046900 Also has John reach out to you on that meeting ?

Monday, Sep 04, 2017 21:00 I am telling what they said pt blank to jim riley and a lawyer of ours beginning of last wk. at their request we are giving them stuff tomorrow, including the cooperation of sr mgmnt of one of the other recent victims, as well as recently rec'd additional sworn testimnoy. U don't need names at jsot for such. No, John has not been heard from. We r driving fwd. w jsot blessings and helping them. These guys (anson and west face in particular) r now in some very serious shit and I personally do not see any way out for them. And time is actually not their friend. The longer it takes it's actually now getting worse for them for reasons I am sworn to not disclose.

Monday, Sep 04, 2017 21:02 14417046900 John was on vacation but spoke today with him. He will be reaching out to setup that meeting we discussed. Well when you can tell me anything I would love be to hear it.

Monday, Sep 04, 2017 21:07 When I can / approp, we will.

Monday, Sep 04, 2017 21:10 14417046900 L

Monday, Sep 04, 2017 21:10 14417046900 K

Monday, Sep 04, 2017 21:48 14417046900 I think the Fifth Estate would be a good place for the complexity of this story.

Tuesday, Sep 05, 2017 07:22 14417046900 Who is the press is going to be writing this up ?

Tuesday, Sep 05, 2017 07:23 I am told Financial post. Barbra Schecter and Terrance Corcoran. If not them within next 48 hrs, financial times.

Tuesday, Sep 05, 2017 07:24 14417046900 Ok I agree they are the ones to use.

Tuesday, Sep 05, 2017 07:24 U or John should confirm to them the actual known members of the Wolfpack.

Tuesday, Sep 05, 2017 07:27 14417046900 U want that to come out now. Or let them have follow on stories. Start with one narrative and then expand. Keeps the news flowing. My guess is she has lots to talk about. CAT_D_00001029/13 Danny Guy (14417046900) 1083 Tuesday, Sep 05, 2017 07:27 No. We want the names out asap. She has multiple follow on stories etc

Tuesday, Sep 05, 2017 07:29 If names out, we r told it will help jsot AND helps us w something else we have well underway. All firm names and Bruce Langstaff at cannaccord. All such also confirmed under sworn testimony already.

Tuesday, Sep 05, 2017 07:33 14417046900 Ok John and you need to talk. He is out west finishing his Indian claims but it would be great if you guys speak direct or with your lawyer or Riley. Ur call

Tuesday, Sep 05, 2017 07:34 Am on London til wed night or thurs am. This needs to be done no later than lunch time today. We r on a schedule and have multiple things now lined up. Time is of the essence.

Tuesday, Sep 05, 2017 07:35 14417046900 If we do this. My guy who is still inside may become useless. Would you not want him to get more info Taped conversation etc. I just did this with the FBI on another case. It was highly effective.

Tuesday, Sep 05, 2017 07:36 14417046900 Shoukd I speak to Jim or your lawyer ?

Tuesday, Sep 05, 2017 07:38 I strongly doubt this would burn your guy. He's either already burned, a double agent (a high probability) or given what's coming, he won't even make their top 10 list. Like I have said before, he -- and u-- made a very serious error in judgment in not being 100% forthcoming when he met w our pi's. failing to fully provide all info and material as well as support what is about to happen will be yet another massive error in judgment. I told u last wk-- we r not screwing around time to put up or not

Tuesday, Sep 05, 2017 07:43 14417046900 Look man. I am doing my best. I have been doing this for 2.5 years. I get the meeting didn't go as planned and I see both sides views. I am trying to fix it. He can help. If he is playing both sides it woukd result in jail time for him if he took money. So I can't believe that is the case. But I may be wrong. We have given jsot so much. So if you have more nails that is great. Just gimme the heads up on stuff so we don't get blind sided. We both want this to end but we have different financial reasons as well.

Tuesday, Sep 05, 2017 07:48 I hear u and appreciate what u have tried to do. Your pi is a liability. Only issue is how big or small of one. He acts for u and the info is your property. Your call how to proceed. I assure u, we r beyond serious and much farther along than u can possibly imagine. We would never have allowed this to drag for 2.5yrs as u seem to have done. I also get we have a huge adv in that a lot of ground work was done by u and others b4 we showed up. It's time to end this/them. We intend to do so. I don't know what u mean by different financial interests but u clearly don't realize how much has been destroyed or what it has so far cost me/my lp's/ my shareholders. John said '250mm' for u. We r at CAT_D_00001029/14 Danny Guy (14417046900) 1084 multiples of that.

Tuesday, Sep 05, 2017 07:52 14417046900 We have calculated on what we know. 140 billion. That might be high but these are the ones we only followed. Well the good thing about letting it drag on is we telegraphed all the next ones so they can't say they didn't know before hand. Criminal cases need lots of coborated proof. Honestly unless I had unlimited funds I don't know how else I could have played it.

Tuesday, Sep 05, 2017 08:00 14417046900 FYI. If u have place in Florida or Bahamas Irma just became a Cat 5. Get people out of there.

Tuesday, Sep 05, 2017 08:10 I understand your calc. My pt is the cost to ME and MY PEOPLE, not a mkt cap # etc. Yes, have a house in bahamas. Taken care of.

Tuesday, Sep 05, 2017 08:15 14417046900

Tuesday, Sep 05, 2017 08:17 14417046900 I know if I were you I would be livid. They stole the telecom deal and are now targeting you. I hope you win the telecom case. It will be the end of them biz wise

Tuesday, Sep 05, 2017 08:20 14417046900 Cat 5 nothing withstands cat 5.

Wednesday, Sep 06, 2017 22:00 Where r u w your pi etc? We r close to the end of this chapter

Wednesday, Sep 06, 2017 22:23 14417046900 John and your guy speaking tomorrow to setup meeting.

Wednesday, Sep 06, 2017 22:28 Things moving very quickly now. New incontrovertible evidence today.

Wednesday, Sep 06, 2017 22:30 14417046900 Anytime u want to fill us in. By all means. I would tell Mr G to setup meeting Monday with John and our guy

Wednesday, Sep 06, 2017 22:39 We r worried u have a leak in your team. So r others. CAT_D_00001029/15 Danny Guy (14417046900) 1085 Wednesday, Sep 06, 2017 22:40 14417046900 We have no leaks. We have told no one but you.

Wednesday, Sep 06, 2017 22:41 14417046900 U can confide in John. U don't need to share with anyone else.

Wednesday, Sep 06, 2017 22:42 We believe and have real reason for such that your pi may be a very real problem.

Wednesday, Sep 06, 2017 22:45 14417046900 Ok tell him nothing.

Wednesday, Sep 06, 2017 22:46 He needs to prove his bona fides or u need to force him to do so. The fact it's taken so long and no progress whatsoever does not bode well.

Wednesday, Sep 06, 2017 22:47 14417046900 Yes he is all set to do so with John. John and Mr G. Your guy were speaking tomorrow I thought.

Wednesday, Sep 06, 2017 22:50 I have been away so it's very possible.

Monday, Sep 11, 2017 07:40 Good morning. Stuff moving quickly now. Did the mtng ever occur? Was info fwded?

Monday, Sep 11, 2017 07:40 14417046900 Tomorrow. Afternoon I am told

Monday, Sep 11, 2017 07:41 What caused the delay?

Monday, Sep 11, 2017 07:41 14417046900 John was out west all last week

Monday, Sep 11, 2017 07:43 14417046900 Here what he has to say then we can strategize. I would get everything tight to your vest for now.

Monday, Sep 11, 2017 07:43 14417046900 Hear

Monday, Sep 11, 2017 07:43 14417046900 Keep

Monday, Sep 11, 2017 07:51 U don't understand. It's very late. The only use of the info was to try and give our own investigators a head start and expedite the situation. Every day that goes by either is wasted and the value goes way down or the info becomes irrelevant as a result of decisions made and directions taken (for example if people r in discussions to cut deals w authorities/others, and at least 2 r inbsuch process right now/today, your info may prove they r the wrong people or could force the veracity of their evidence or even force them to provide more). U just don't seem to fully understand the dynamics involved and huge potential loss of opportunity etc.

Monday, Sep 11, 2017 07:55 CAT_D_00001029/16 Danny Guy (14417046900) 1086

For example, likely we and authorities not being told complete truth. Even just having the info close to our chest and being able to back check info from people who r in negotiations could simply force them to provide more/better--and no one would know how or why we know stuff and would simply assume another person w whom we and authorities r negotiating releases gave it to us. Your pi has literally already cost us numerous opportunities as we have sworn testimony from a # of sources ALREADY. Your/your pi's behavior and stalking has literally caused authorities and others to now be convinced he is a double agent and trying to undermine the investigation etc.

Monday, Sep 11, 2017 08:01 14417046900 Well I don't know what u have. So hard for me to say. Who is saying my guy is double agent ? It's far to late for any underming. If you are right we will know tomorrow. All my info hasn't come from him and he doesn't know all the facts. His info has been timely. If he took any money from anyone on the other side. He will go to jail. So I can't believe he is that stupid. That said you have your own views.

Monday, Sep 11, 2017 08:02 14417046900 Ps. He is on the record tomorrow with Jsot. So....

Monday, Sep 11, 2017 08:03 We hope they r wrong about him

Monday, Sep 11, 2017 08:03 14417046900 And he just helped me put a guy in jail with the FBI in the US

Monday, Sep 11, 2017 08:04 14417046900 Always good to be leary

Monday, Sep 11, 2017 08:11 14417046900 So what can u tell me ?

Monday, Sep 11, 2017 08:15 I can tell u we have sworn testimony for a # of those directly involved. I can tell u other undeniable evidence has been delivered to us and the authorities. I can tell u jsot has made this a higher priority. I can tell u there is very good reason to not trust your guy etc at this time and so far he keeps failing test after test which in turn has hurt your and John's credibility very badly. The next 2-4 days will be critical for your guy and as a result your credibility etc. Likely next 24-48 hrs.

Monday, Sep 11, 2017 08:18 14417046900 Let's not get carried away here. I have been doing this along time. I am a straight up person. Our info is correct and accurate. If you have sworn testimony from people involved that is great. But is that because they fear prison time. Why would they give you that ?

Monday, Sep 11, 2017 08:20 Since I know personally what they gave us, rest assured they cooperated for very good reasons including but not LTD to very real concerns in their part re criminal issues.

Monday, Sep 11, 2017 08:21 14417046900 Well all I can say is fucking eh. CAT_D_00001029/17 Danny Guy (14417046900) 1087 Monday, Sep 11, 2017 08:21 Yes, u have been at it for a long time. And for a jsot of reasons-- some jot related to u personally----SOME---it's taken far too long. That's ending or has ended.

Monday, Sep 11, 2017 08:22 Danny, some of it is your fault for how it's been managed and who u got involved. That's a fact. We r literally undoing some of it and trying to prove veracity of other parts. That's why we need everything yesterday.

Monday, Sep 11, 2017 08:24 14417046900 Ya I don't buy that for a second. They would be nowhere without me.

Monday, Sep 11, 2017 08:28 14417046900 They need to verify everything independently. It's the system

Monday, Sep 11, 2017 08:29 U r, unfortunately, not right. They literally could not use the vast majority

Monday, Sep 11, 2017 08:31 14417046900 That I don't know. Probably for criminal charges they need a lot more. That's fair but it all helps

Monday, Sep 11, 2017 08:33 Of what u brought them--for different reasons-confirmed by our lawyers that John met after issues were disclosed to him. It's a fact as much as u don't want to accept it. That's why giving it to us so that our guys can either confirm it or we can use it wout anyone knowing so that others have to either confirm it or add to it could be so valuable. For example, there is allegedly info re anson and 2 partners there that literally can not be currently used. We believe we have a way to possibly have such 100% undeniably confirmed wout ever disclosing it or how we were told about it but the window is 24ish hrs.

Monday, Sep 11, 2017 08:34 Ditto re west face and boland personally.

Monday, Sep 11, 2017 08:34 I have to go.

Monday, Sep 11, 2017 08:34 14417046900 Meetings set. So pushing as hard as I can. John will get it done

Monday, Sep 11, 2017 08:34 14417046900 On your side.

Monday, Sep 11, 2017 08:34 Very high probability too late. I warned u wk b4 last. I knew what was in process.

Monday, Sep 11, 2017 08:35 14417046900 Just fill John in on what will happen so we don't get blind sided with what we are trying to do

Monday, Sep 11, 2017 08:39 CAT_D_00001029/18 Danny Guy (14417046900) 1088

U won't be blind sided. We have legal restrictions on what we can tell John specifically due to how u/your pi handled some issues in the past. To get highway vakue of what u/he allegedly have, our actions and ability to keep u informed is severely restricted. It is what it is.

Monday, Sep 11, 2017 08:40 14417046900 John doesn't tell PI anything on this matter so no worries there.

Tuesday, Sep 12, 2017 18:55 14417046900 So...... there u have it.

Tuesday, Sep 12, 2017 19:40 U clearly got a very different report than I did. My guys think snowdy is playing games. Tried to give just an appetizer and then likely looking for $$$ for the real meat. We r close to telling him to fuck off. We r going to give him one last chance. We will offer him some tiny 'kiss' amount now. If info proves valuable and real--and it's all of it---then a much larger amount after he discloses such and stops playing games. If he's not willing to go along w such, we want nothing to do w him anymore.

Tuesday, Sep 12, 2017 19:41 14417046900 Yup I got different report

Tuesday, Sep 12, 2017 19:41 14417046900 From him. Not John

Tuesday, Sep 12, 2017 19:42 14417046900 Didn't he show Jim and email from Cohodes from Llyod the lawyer saying he wanted to pass on info on your company ??

Tuesday, Sep 12, 2017 19:44 14417046900 I will get view from John.

Tuesday, Sep 12, 2017 19:44 I have in my hand the lawyers hand written notes and reviewed same myself already. He's possibly real but playing way too many games and we just don't have the time or patience. Other stuff already moving. Virtually everything he thinks he told us as 'new' we either already have, have under oath from others, is not as valuable as he thinks, or is irrelevant. For example, his alleged evidence re Levitt etc we already have---and we have more /better than what he disclosed. Result is that instead of proving his credibility, it makes us question it more.

I am at a dinner. Can not type anymore.

Tuesday, Sep 12, 2017 19:46 14417046900 Hmmmm. 3 hr meeting. Ask Jim. His views. You don't have 3 hr meetings on nothing.

Tuesday, Sep 12, 2017 19:46 Email was Levitt, not Lloyd. We knew about it and way more btwn Levitt and cohodes. Email nice but not worth much. Your pi's problem is that he's been playing us too long so all his info is either past expiry date since we have it elsewhere or falling in value hourly now. CAT_D_00001029/19 Danny Guy (14417046900) 1089 Tuesday, Sep 12, 2017 19:46 Jim thought snowdy is full of shit and falling in value. Gotta go.

Tuesday, Sep 12, 2017 19:46 14417046900 Oh well that surprises me

Sunday, Sep 24, 2017 08:17 14417046900 You feeling more comfortable now?

Sunday, Sep 24, 2017 08:18 Good morning. Actually, no. A lot of talk but virtually no substantiating evidence etc from your guy.

Monday, Sep 25, 2017 18:09 14417046900 Do u still think arrests are imminent as you mentioned previously ??

Monday, Sep 25, 2017 18:22 We know a story is literally currently scheduled for sat. We know that new evidence we have, including emails and sworn testimony, was acknowledged as enough by jsot for at least some formal stuff to proceed by the authorities. We don't know if they r waiting for specific stuff re 1 or 2 specific parties and holding it up for such. We also know further evidence from us is going to be delivered to the authorities in next 7-10 days that is even more damning. This is done. Question is how much more so they want which is tied to who specifically they r trying to catch in the net. For example, we r not much help currently re anyone at osc. I do know that as every day passes and we get more of our own independent stuff, snowdy's stuff becomes far less valuable. For example, we now have direct evidence on a judge etc. Therefore, snowdy's comment re $5mm for the right judge and right decision from the commercial list from a partner in a downtown law firm is a quickly wasting asset--let alone his failure to even say what lawyer/law firm which then makes all of the statement worthless unless the lawyer in question is literally a person that could in fact reasonably be expected to know such a thing (something snowdy would never have the ability to assess); otherwise it's just ass-talk. Unless he gets us substantiating / corroborating evidence in next few days, as well as disclose who exactly the lawyer that allegedly made the statement, even the value of that approaches zero now.

Monday, Sep 25, 2017 18:23 Btw, we even have our own independent evidence of involvement of organized crime on TWO levels. This is done.

Monday, Sep 25, 2017 19:26 14417046900 Ok that's great. 5mm? He wants 5 mm?

Monday, Sep 25, 2017 19:32 Who? Plse read more carefully. Snowdy alleges he was at a mtng where a partner from a downtown law firm allegedly said that for 5mm, the lawyer can get the right judge to oversee the case and provide the right decision. It's One of his completely unsubstantiated and 'hearsay' statements that he has not even named the lawyer. It's shit like that by snowdy that has destroyed his--and therefore your---credibility w the authorities and others. The result in Tuen is that he has actually caused delays in the process instead of helping it. We now know that Robbie true because of certain things the authorities and others have CAT_D_00001029/20 Danny Guy (14417046900) 1090

shown/shared w us. If u want to help the process and expedite it, then go back to what I told u last month: tell snowdy and John Phillips to stop playing bs games and either provide HARD substantiating evidence for the allegations as well as specific (not just general) details. Otherwise, he info is not actionable and people just feel like he--and therefore possibly u as a result but likely unintentionally--r wasting people's time and everyone wants to get on w this already.

Monday, Sep 25, 2017 19:54 14417046900 Ah ok. I know what your taking about. I thought him and Jim were making progress on stuff. I know that story on the lawyer but that is outside my case.

Monday, Sep 25, 2017 19:58 Danny, I don't know what snowdy is telling u but he actually hurts his credibility and therefore yours w every interaction. He is now just simply not believed by anyone unless/until he provides hard proof/substantiating evidence on EVERY statement. He authorities trusted and believed u/John but now won't accept anything wout credible back up because of your association w snowdy and his repeated failures to come thru. He needs to understand that we can either help resuscitate him via collaboration or he's basically persona non grata now.

Monday, Sep 25, 2017 20:08 14417046900 Ya he tells me he is making progress with Jim. He trusts him.

Monday, Sep 25, 2017 20:12 Jim is a crazy polite wasp. I love him dearly but snowdy is clearly not great at his job if he can't read btwn the lines w jim. Jim is furious that snowdy keeps wasting his time and not producing any real substantive back up. I keep forcing him to go back. Jim now wants brian Greenspan at the next mtng or so. Brian clearly thinks very little of snowdy and told me pt blank last wk that snowdy needs to 'put up or shut up' in a very big way right now. And brian is the one w the best and deepest relationship w jsot.

Monday, Sep 25, 2017 20:20 14417046900 Do u mind if I talk to Jim so I can put an end to this without being the guy in the middle. Maybe I can bridge this and get everyone on same page

Monday, Sep 25, 2017 20:21 I can try but he's now at a place, as we all r, either there is hard corroborating evidence, or there isn't. Period.

Monday, Sep 25, 2017 20:24 14417046900 Ya I figured this stuff was being talked about in detail at the meetings.

Monday, Sep 25, 2017 20:26 U hAve no idea. And it's now damaging u by association.

Monday, Sep 25, 2017 20:26 14417046900 Let me talk to Jim and then come back. Ya I hear you this shouldn't be that difficult and I wonder what is agenda is if he isn't forthcoming. I get he wants to build some trust. But. CAT_D_00001029/21 Danny Guy (14417046900) 1091 Monday, Sep 25, 2017 20:31 He's done the exact opposite and eroded whatever little trust there used to be.

Monday, Sep 25, 2017 20:32 14417046900 Ya I hear u. He telling me the opposite

Monday, Sep 25, 2017 20:33 14417046900 Can u send me jims details I will get to bottom of this

Monday, Sep 25, 2017 20:49 [email protected]. Office:416-845-3041. Cell: 416-302-6040. There is nothing to get to the bottom of; jim and I speak a dozen times per day and r beyond close. I am giving u the blunt truth that he will be too polite to say bluntly.

Monday, Sep 25, 2017 21:19 14417046900 Ty

Tuesday, Sep 26, 2017 07:52 14417046900 Reached out to Jim on What's app. He use it ?

Tuesday, Sep 26, 2017 07:54 Unlikely.

Tuesday, Sep 26, 2017 07:58 14417046900 Ok will send text

Tuesday, Sep 26, 2017 09:30 14417046900 Was wondering. Cgx. You control that through the reorg of pacific rubialis do you not? Was wondering what the plans are there and what commitments do they have on their blocks. I own a private co that is offshore Guyana.

Tuesday, Sep 26, 2017 09:34 Frontera is obviously a public co. As such I can not and will not discuss anything related to such not already in the public domaine. If u have an interest directly or indirectly related to such, may I suggest u contact the co thru typical channels, sign an NDA and no-trade if approp, and then if there is anything to discuss do so via a typical process.

Tuesday, Sep 26, 2017 09:35 Your request above is highly inappropriate and unacceptable, Danny.

Tuesday, Sep 26, 2017 09:39 14417046900 Sure. Not asking for any non public info just wondering what the plans are for cgx. Total just farmed in next door and we are going through a process in our private co so naturally I wonder if there is something that could be done with cgx as well. Kinda depends on what their drilling commitments are etc. newton there is nothing nefarious in my question. You have no public info that can be acted apon. The company is an orphan and needs a new plan. Hence my question.

Tuesday, Sep 26, 2017 09:47 'Wondering what plans r for an alleged sub' IS potentially material non-public info. Perhaps u didn't realize such but by definition that is an issue. Period.

Tuesday, Sep 26, 2017 09:49 CAT_D_00001029/22 Danny Guy (14417046900) 1092 14417046900 Actually it isn't. Plans are to grow the company or let it go bankrupt or some other potential problem solving issue. Again. If there is well commitments with no cash that's an issue.

Tuesday, Sep 26, 2017 09:50 Any plan not currently in the public domaine is by defintion potentially material non-public info. Plse go thru approp channels if u have an inquiry or interest.

Tuesday, Sep 26, 2017 09:52 14417046900 U are paranoid. U know that right

Tuesday, Sep 26, 2017 09:54 No. We as a firm will not ever and have not ever break the rules. Period. Not even come close.

Tuesday, Sep 26, 2017 10:17 14417046900 I wasn't asking you too. It was a general question on a orphan stock.

Wednesday, Sep 27, 2017 13:53 14417046900 Bruce Langstaff was fired yesterday. What did u do?

Wednesday, Sep 27, 2017 13:53 What do u mean 'what did we do'?

Wednesday, Sep 27, 2017 13:54 14417046900 That was tongue in cheek. Did u complain or was this a jsot enquirer

Wednesday, Sep 27, 2017 13:59 14417046900 Is it Canaccord mitigating their risk ?

Wednesday, Sep 27, 2017 14:04 14417046900 ? Thoughts ?

Wednesday, Sep 27, 2017 19:18 14417046900 http://www.youtube.com/watch?v=o0K_L9OFUDc

Wednesday, Sep 27, 2017 19:40 14417046900 If this wasn’t u let me know. Because it may mean u were right on the other guy

Wednesday, Sep 27, 2017 19:50 Which other guy?

Wednesday, Sep 27, 2017 19:51 14417046900 Pi. Where else could it have come from. U. Or him If it’s u that’s ok just tell me

Saturday, Sep 30, 2017 11:16 14417046900 https://www.wsj.com/articles/sec-data-center-storing-mark et-moving-information-had-security-flaws-watchdog-says-15 06727922

Tuesday, Oct 03, 2017 10:10 14417046900 https://erosplc.gcs-web.com/news-releases/news-release-de tails/eros-international-plc-commences-legal-action-again st-market CAT_D_00001029/23 Danny Guy (14417046900) 1093 Tuesday, Oct 03, 2017 10:15 Why u sending me this?

Tuesday, Oct 03, 2017 10:16 14417046900 Read it. It’s happening everywhere. Story of interest.

Tuesday, Oct 03, 2017 10:17 I did read it. So?

Tuesday, Oct 03, 2017 10:19 14417046900 Just saying it’s everywhere. These guys fighting back.

Tuesday, Oct 03, 2017 10:24 Snowdy allegedly mtng w brian Greenspan today. U/John Phillips better make it 100% clear to snowdy that this is literally his very last chance. Ask Phillips about who brian is; suffice to say that brian has the ability to pressure and speed up jsot and others. Snowdy MUST be extremely candid, forthright, provide everything and no games. Otherwise not only will we throw snowdy on the trash heap, I am told so will jsot/police/ osc. Brian can either help snowdy and his credibility or decide we and everyone else has to get as far away as humanly possible from him. This is a favor to u and snowdy. He better understand that and fact he only gets this one shot. NO GAMES OR BS. Direct snowdy to give brian literally everything he has. If brian is happy w such, we will make sure snowdy gets pd properly etc. If not, he's done forever on this stuff. Read btwn the lines: we r not the only people empowering brian in this re snowdy.

Tuesday, Oct 03, 2017 10:28 14417046900 Honestly. I thought he had good chats with Jim. So I hope he just down loads it all and in there are nuggets you can use. Jsot is taking all his stuff this week so. I am not in meetings so I can’t dictate the conversation. Else I would

Tuesday, Oct 03, 2017 10:29 His conversations w jim were disastrous

Tuesday, Oct 03, 2017 10:30 14417046900 That’s not the impression I got from Jim.

Tuesday, Oct 03, 2017 10:31 14417046900 Combing through his info for your purposes another story.

Tuesday, Oct 03, 2017 10:35 Danny,u r stubborn and not listening. It was dISASTROUS w jim. Period. Snowdy clearly has no self perception or self judgment. Others find him to be both not credible and likely double dealing. Jsot and others refuse to rely on ANYTHING he says and have proof as to why he is not credible. They r letting brian meet w him as a favor and because they trust and rely on brian. U need to stop arguing w me, u don't know all the facts, and I am trying to do YOU a favor. FUCK!!!!!!

Tuesday, Oct 03, 2017 10:37 14417046900 Lol ok. I can only go on what I know and see. I know his history with the OSC. I hope u are wrong on the double dealing. I can’t control him. He has to do that on his own.

Tuesday, Oct 03, 2017 10:38 14417046900 I am Irish I am stubborn. To a fault most times CAT_D_00001029/24 Danny Guy (14417046900) 1094 Tuesday, Oct 03, 2017 10:40 Stop being so fucking defensive and be fucking objective. U r beyond pissing me off and I have had it w u guys. U literally don't know what the fuck u r talking about on this now. Snowdy has his one last chance. If he blows it, u r severely damaged w him. Period. U linked yourself far too intimately w him. His resurrection is, in my opinion, literally an imperative FOR U AND YOUR CREDIBILITY. Fuck u r thick!!!!

Tuesday, Oct 03, 2017 10:51 14417046900 Newton. What would u have me do ? He has two years of stuff. Tapes emails etc. what’s valuable to you I don’t know. Let him go through it with Brian. Why don’t u tell me what’s going on so I can help.

Tuesday, Oct 03, 2017 11:15 14417046900 U want to chat on this ?

Tuesday, Oct 03, 2017 11:18 No. He worked for u. It's therefore YOUR property and he was pd by YOU. U clearly do not understand it's YOUR resp to control him. Right now he is using u and hurting u badly. U clearly r too stupid or too blind to see it. So be it but I can't and won't do your job for u. If u don't care about yourself then I certainly don't have a moral obligation to help u. I have 2 multi-billion $ businesses to run and fiduciary duties to my investors, let alone a duty to my family. He's fucked u and this is your last chance to fix it. I have no interest in spending one more minute on this helping u until u figure out U have to help yourself.

Tuesday, Oct 03, 2017 11:21 14417046900 And comments like that are why no one likes you.

Tuesday, Oct 03, 2017 13:23 Danny, u need to grow up. Not only is the above comment inappropriate and unnecessary, it's also blatantly untrue. I have some very big issues due to snowdy. I have failed repeatedly to deal w them. U have no idea how much it is costing u. I have repeatedly tried to help u. I have way more and better info on this issue than u have --and way better than your wildest dreams. If u r too stubborn and narcissistic to try to be objective in the name of protecting your own interests---and then justify such by verbally lashing out like a 3yr old---then let the chips fall for u where they may. It's not a exactly like either your personal reputation but esp your professional history and reputation r 'unblemished'.

Tuesday, Oct 03, 2017 13:26 14417046900 Whatever Newton.

Tuesday, Oct 03, 2017 13:26 U r acting like a child. Grow up.

Tuesday, Oct 03, 2017 13:29 14417046900 This whole thing is way past either of us at this point on both sides of the border. He said he would give Brian everything. Let’s see

Tuesday, Oct 03, 2017 14:53 He has said that to us and others numerous times and then plays games. It really was and is up to u to manage/control him. He was pd by u. Work product CAT_D_00001029/25 Danny Guy (14417046900) 1095

belongs to u. Inapprop for him to be holding it back and/or using it for personal leverage unless you have given him permission to do so. That's why now no one trusts or believes YOU. Either u r not controlling the guy properly or u r allowing/blessing his behavior. Authorities literally believe u may we'll be part of the 'wolfpack'/otherwise financially involved. I kid u not. And I will not defend u one more time, esp after your behavior/comments today. U don't know shit about what's really going on or the stupid accusations currently being thrown around. U have enemies trying to make sure u get damaged / pulled down and u r not even smart enough to see I have been trying to protect u. For months. U simply have literally no clue how decisive FOR YOU today's mtng w brian is; snowdy gives up everything and comes across 100% cooperative or there r big troubles headed in your direction. I am trying to help u and u act like a 3 yr old. I was warned that at times u r not stable.

Tuesday, Oct 03, 2017 15:00 14417046900 Oh I know who my enemies are. In the end they all go to jail or a worse fate will be in store for all of them. There is no where to hide.

Again. I don’t own him. He has been a big help in my view. I can’t control him. He is his own guy. That’s why we offered him to you. Hopefully he can help you. Let me know how the meeting goes.

Tuesday, Oct 03, 2017 15:02 14417046900 Above is laughable by the way

Tuesday, Oct 03, 2017 15:26 U just don't get it. If u pd him, it's your work product. That's why people r skeptical about u etc.

Tuesday, Oct 03, 2017 15:27 It's simply not believable or acceptable that if it's your work product but u let snowdy do w it (including withhold it etc) unless u r using it /him to manipulate the situation etc. That's why your credibility is so tied to snowdy and so damaged along w his.

Tuesday, Oct 03, 2017 15:56 14417046900 Let me know your thoughts on today’s meetings

Tuesday, Oct 03, 2017 21:51 Here is Brian's direct quote: "Two and a half hours of interesting but unusable bullshit - and two and a half minutes of food for thought." Fucking blew it. U have no idea. Plse thank snowdy for wasting everyone's time and blowing his one chance at redemption--and putting u on the soup. I warned u.

Tuesday, Oct 03, 2017 22:24 14417046900 2.5 hrs seems like a long time to get nothing.

Tuesday, Oct 03, 2017 22:27 Brian was instructed to make sure he gave snowdy every imaginable opportunity. He blew it big time.

Thursday, Oct 05, 2017 12:32 14417046900 John spoke to Brian. You are right he didn’t do what we wanted him to do. Now I am pissed off. He was told to give him everything. Why didn’t he is the question. CAT_D_00001029/26 Danny Guy (14417046900) 1096 Thursday, Oct 05, 2017 18:15 He’s playing both sides of the street. And u have been suckered by him.

Thursday, Oct 05, 2017 18:27 14417046900 We will see I think I know why.

Thursday, Oct 05, 2017 18:35 Whatever. This is not a game or some mystery/spy novel, Danny. People r being hurt. Resources r being wasted. But esp time has been wasted never to be recovered. He has hurt your reputation and credibility, likely irreparably.

Thursday, Oct 05, 2017 19:24 14417046900 Ya I am disappointed in him

Thursday, Oct 05, 2017 19:28 No Danny. U should be disappointed in yourself. I and others repeatedly told u and tried to guide u. U were dismissive and incredibly superficial in your analysis etc. And beyond stubborn/intellectually lazy. U had the power and right to influence him/force him on to the right path. Instead u preached and pontificated from 40,000 ft, dismissed us, and outright arrogant wout anywhere near enough of the facts. Kind of similar how u have gotten into trouble in biz in the past.

Thursday, Oct 05, 2017 19:30 14417046900 ??

Thursday, Oct 05, 2017 19:31 U need to be objectively honest. U had the power and position to force snowdy into the right path. U failed. The rest above speaks for itself

Thursday, Oct 05, 2017 19:38 14417046900 I can’t force anyone to do anything. He is his own man. I don’t know exactly what he is up to. Can only be 2 options. One which is as you say. Ya I generally trust people. Has worked well up until lately. He was told by both John and I to give you his info. So why wouldn’t he ? He is either a whistleblower in the US or he is double agent. But a double agent to what end ? Makes no sense to me.

Thursday, Oct 05, 2017 19:40 Paid by both sides and trying to stretch it out as long as possible.

Thursday, Oct 05, 2017 19:40 And makes him feel self important. And yes, u in fact could have controlled it.

Thursday, Oct 05, 2017 19:42 14417046900 U meet this guy. No one controls him. It’s impossible. If he is caught being paid by the other side he goes to jail. Hard to believe you risk that for pennies. The whistleblower angle he has 100’s of millions to gain.

Thursday, Oct 05, 2017 19:45 14417046900 Call me naive but I think it’s the latter as he knows Canada has zero resources and no pull to get stuff done. Plus he has history. We will see.

Thursday, Oct 05, 2017 19:50 CAT_D_00001029/27 Danny Guy (14417046900) 1097

Book on him is ego-it’s, clinical narcissist, history of short-term mindedness, blinded. Read the cases. Not likely he all of a sudden figured out that the Long game via whistle-blowing in the us. is the way to go and requires foregoing short term buy offs (which he also has a history of accepting). For 25k at most U could have locked him up and owned all his info for the indefinite future.

Thursday, Oct 05, 2017 19:50 Dumb

Thursday, Oct 05, 2017 19:57 14417046900 Paid him way more then that. But jsot said they couldn’t use it so I only sent specific stuff they then had to reverify on their own. He sent great stuff so that makes it hard to believe he has another agenda. He deals in information so ya he gave the other side info to get info. But that info was inside info they then traded on and Jsot was aware of it all. That alone is enough to arrest people. I will get to the bottom of this. Ya he has an ego and loves the game but is he immoral man. No. He hates the system and people that abuse it.

Thursday, Oct 05, 2017 20:00 No way. Hat does not fully fit his history. He’s likely dirty.

Thursday, Oct 05, 2017 20:02 14417046900 We will know shortly. If Jsot was smart they tapped his phone.

Thursday, Oct 05, 2017 20:06 He alleged rcmp exercises a warrant against cannaccord yesterday. Ceo says jsot simply informally questioned the equity analyst that covers EIF. Likley an example of how much snowdy exaggerates. Resulting in no credibility. And we happen to know from personal knowledge he has nothing to do whatsoever of that action by jsot.

Thursday, Oct 05, 2017 20:08 14417046900 Ya that’s news to me. I hear you. Why guess at stuff u don’t know.

Thursday, Oct 05, 2017 20:41 14417046900 I spoke to John and Brian as well. Meeting wasn't productive for his want of the judicial investigation but is helpful for he other litigation related to "wolf pack". Information isn't new about identifying people but it is nails in he coffin on targets hey have identified and maybe one or two others. I have had a couple emails today with Naomi and her and I are VERY engaged. She's asking specifics I'm giving specific answers and she is very grateful for responses etc. She also called. Brian has a wish list for his narrative now and he's shared that openly. That's a huge leap. He wants me to articulate to him and offer in writing the relevant recordings on strategy the cabal is using etc. With all the previous hesitation between parties we are still sometimes talking 1,2,3 when others are talking A,B,C. I understand what the lawyers are angling at and we intersect at about 20 percent.

Thursday, Oct 05, 2017 20:41 14417046900 I will show it to you on paper tomorrow CAT_D_00001029/28 Danny Guy (14417046900) 1098 Thursday, Oct 05, 2017 20:41 14417046900 Hey the above is from Derrick. Is this remotely true

Thursday, Oct 05, 2017 20:42 Not even close.

Thursday, Oct 05, 2017 20:43 14417046900 So to be clear. He and Brian didn’t speak after the meeting and he and Naomi didn’t speak or even exchange emails. Please verify.

Thursday, Oct 05, 2017 20:47 That’s not what I said. I suspect Naomi or Brian have tried to get specifics and back up from him. I know hat he repeatedly either peddles backward or proves to be outright full of shit. He is for sure not providing ‘ specifics’ and for sure so far has not added one cent of litigation value etc. I have instructed them to cut off all communications as of tomorrow night unless something of substantial value. For example, he allegedly told Naomi today that 4 people were fired from ny offfice if cannacord and rcmp served production order. That’s simply not accurate or what happened and a massive exaggeration. Typical of bull shit snowdy. One once if possible thread of truth, 999,999 grams of complete exaggeration and bullshit that is beyond easily shot down.

Thursday, Oct 05, 2017 20:50 14417046900 Ya I heard 4 people in nyc let Go so that’s out there. But your guys are talking to him? I mean if he made that up that’s big time red flag.

Thursday, Oct 05, 2017 20:52 He made up as if he knew why they were let go etc. He does not know that we may have far better info.

Thursday, Oct 05, 2017 20:53 14417046900 No i understand that. But is he lying about emails and talking to your guys

Thursday, Oct 05, 2017 20:54 He is exaggerating and making things up

Thursday, Oct 05, 2017 20:54 I have to go

Thursday, Oct 05, 2017 20:56 14417046900 Ya this is tiring and not helping either of us I agree.

Thursday, Oct 05, 2017 22:20 14417046900 I think he knows the Canadian side is corrupt and people would rather bury this story then seek Justice. I agree with him there

Saturday, Oct 07, 2017 11:14 14417046900 https://www.google.ca/amp/business.financialpost.com/news /fp-street/rise-of-the-shorts-activist-short-sellers-are- increasingly-targeting-canadian-companies/amp

Saturday, Oct 07, 2017 11:15 Yes? What’s your pt?

Saturday, Oct 07, 2017 11:16 14417046900 Just making sure u saw it CAT_D_00001029/29 Danny Guy (14417046900) 1099 Saturday, Oct 07, 2017 11:17 Of course I saw it. They allege it’s the first in a series and is intended to ‘set the table’.

Saturday, Oct 07, 2017 11:17 14417046900 Ya well they better dig deeper then that first one.

Saturday, Oct 07, 2017 11:18 Ya well they could and should have if your boy snowdy wasn’t such an asshole.

Saturday, Oct 07, 2017 11:19 14417046900 Lol. I will fix it. Gimme a bit. Even if I need to shoot him

Saturday, Oct 07, 2017 11:25 U r full of shit. We asked your help for months and wks in managing him. We warned u of his approach after multiple mtngs w him. We cajoled u. We telegraphed to u. We have u explicit insight how he is perceived, that people were checking his info and coming up very short and that u personally were being damaged by him. U r either were completely ineffectual or u r in cahoots w him. Authorities and others all believe the latter because they simply don’t believe u r dumb or incompetent enough to be ‘ineffectual’. U have told us b4 that u will fix him/manage him/ ‘fix it’. U have either chosen to not do so intentionally (hence the view u r allied and partnering w him) or outright full of shit.

Saturday, Oct 07, 2017 12:31 14417046900 Months ? It’s been weeks. He gave u the email and other stuff.

Saturday, Oct 07, 2017 12:39 No. Months. Convenient memory u have there so let me remind u. This started for us late in June. By 3rd wk of July ‘vjncent Hanna’ had already had mtngs w Jim. B4 aug 01 u and I were speaking. That’s months. We told u from the first mtng that disclosed snowdy (b4 actually any mtngs w him) that he may be a problem that u need to proactively manage. U failed/refused/dismisses is. Our pi’s met w snowdy in aug. THAT IS MONTHS since we r now mid oct. what he has given us is less valuable than what my dogs left for me on our lawn this am. Thanks a ton. U and he have wasted enormous time and is one of the key reasons the authorities r so resentful. They actually told us that u and snowdy may well have a deliberate plan to misdirect people and waste time/resources so as to help the bad guys. Guess what? U and snowdy have given them ammo to say ‘told u so’ — at minimum.

Saturday, Oct 07, 2017 12:42 14417046900 Newton let’s stop the bs.

Saturday, Oct 07, 2017 12:43 I told u to stop bull shitting wks / months ago. At minimum u have been ineffective in managing snowdy.

Sunday, Oct 08, 2017 10:12 14417046900 MiMedx Exposes False, Misleading and Fabricated Allegations by Short Sellers_Final.pdf

Sunday, Oct 08, 2017 11:03 14417046900 CAT_D_00001029/30 Danny Guy (14417046900) 1100

U need to file a Norwich filing against IRoc requesting the trade data on your company.

Sunday, Oct 08, 2017 11:09 14417046900 U agree ?

Sunday, Oct 08, 2017 13:09 I think u should focus on your own deliverables rather than reviewing and directing others. When u have snowdy performing and u your self have been rehabilitated then—

Sunday, Oct 08, 2017 13:15 14417046900 What authorities are that Newton ? Gimme a name

Sunday, Oct 08, 2017 13:20 Not going to happen. Not willing to take the risk. U have issues to resolve. I have been telling u for months. I literally defended u to all. Have had my own credibility and judgment severely questioned by others as a result. I will not and can not ever go out on a limb for u again until/unless u have rehabed yourself/snowdy. And u have no idea how damaged goods u r right now, esp w authorities. They simply do not think there is anyway other than u being allied and on same team as snowdy. And I now think there is a high chance I have been wrong all along and they r right. Good luck to u because we already have enough to take down some of the bad actors. We want to take them all down. If snowdy/other alleged allies prove to be in bed w them, too bad.

Sunday, Oct 08, 2017 13:25 14417046900 Newton this thing is well beyond the Wolf Pack. It’s way bigger. I hope you have the goods. I feel like I have been fighting this alone. Forever. As for the other guy I don’t know wtf he is doing if he isn’t giving u what he has. He told me he gave u the email and is in email contact with Naomi. Showed me the emails. So I am going to phone Brian direct.

Sunday, Oct 22, 2017 07:46 Danny, what’s this about telling him that West face isbliquidating positions to meet redemption notices? How accurate/ confident is your source re this info?

Sunday, Oct 22, 2017 07:53 14417046900 They are selling positions from people on the street. The magnitude and reasons I don’t know for sure obviously but if you take out Wind they haven’t made money for people since inception. US investors as you know only have so much patience. Wind money is tied up. That isn’t sitting well with investors and when all this other stuff comes out then any gains in the fund are at risk to be confiscated much like Madoff stuff. With their boy Langstaff being fired and it being a small street people talk as you know.

Sunday, Oct 22, 2017 08:12 Thanks. If true, it will by definition cause ‘a run kon the bank’. They r done.

Sunday, Oct 22, 2017 08:31 We heard anson had a visit from the authorities last WK as well.

Sunday, Oct 22, 2017 08:50 14417046900 CAT_D_00001029/31 Danny Guy (14417046900) 1101 I will try and confirm that

Sunday, Oct 22, 2017 08:53 We know it’s true

Sunday, Oct 22, 2017 09:00 14417046900 Ok awesome. They are moving

Sunday, Oct 22, 2017 09:01 14417046900 Finally. I wonder what they said and asked for. If it was the US. They would have raided the office. Who went in ? OSC ? Jsot ?

Sunday, Oct 22, 2017 09:27 I don’t believe it was the us but possible.

Friday, Oct 27, 2017 12:10 14417046900 Goehring & Rozencwajg Quarterly Letter - 3Q2017.pdf

Friday, Oct 27, 2017 12:13 14417046900 Thought was a great piece given your leverage on Fec.

Monday, Oct 30, 2017 11:09 14417046900 Marc Cohodes Letter 103017.pdf

Monday, Oct 30, 2017 11:22 Interesting letter

Monday, Oct 30, 2017 11:22 Thank u

Monday, Oct 30, 2017 11:23 14417046900 Yup this guy is going to Congress

Wednesday, Nov 01, 2017 07:14 14417046900 https://www.youtube.com/watch?v=qiqX2hoZ6hA&sns=em

Wednesday, Nov 01, 2017 07:16 I don’t have a YouTube Acct. Can’t see it. Will have to ask someone else to show me.

Wednesday, Nov 01, 2017 07:17 14417046900 It’s good

Thursday, Nov 02, 2017 10:17 14417046900

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Thursday, Nov 02, 2017 10:19 ?????? CAT_D_00001029/32 Danny Guy (14417046900) 1102 Thursday, Nov 02, 2017 10:19 14417046900 On twitter. Wolfpack.com website

Thursday, Nov 02, 2017 10:20 I see. Although I suspect the biggest reason for any alleged fall in aum has to be poor performance

Thursday, Nov 02, 2017 10:21 14417046900 Ex Wind it’s negative I was told the ex employee

Thursday, Nov 02, 2017 10:22 We have been told similar

Wednesday, Nov 08, 2017 11:34 14417046900 Well that should wake everyone up

Wednesday, Nov 08, 2017 11:35 ???? What should wake people up?

Wednesday, Nov 08, 2017 11:35 14417046900 http://business.financialpost.com/news/fp-street/catalyst -capital-files-450-million-lawsuit-accusing-anson-funds-w est-face-of-short-selling-conspiracy

Wednesday, Nov 08, 2017 11:39 14417046900 Yes I will. Ty

Thursday, Nov 09, 2017 09:12 14417046900

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Thursday, Nov 09, 2017 13:12 What r u hearing on the street etc? We have already recd numerous offers from co-conspirators and some named to cut deals in order to roll over on others and provide testimony/more info.

Thursday, Nov 09, 2017 13:18 14417046900 Awesome. Lots of silence. Guys are worried. Anson reached out to my guy to meet when Suni Puri is back in a week. I think he may be overseas with Cohodes. Now I would pay my guy to tape all those conversations. He wants to meet on the lawsuit.

Thursday, Nov 09, 2017 13:20 14417046900 They used my guy for strategy on nobillis so not Strange request

Thursday, Nov 09, 2017 13:24 We don’t trust your guy. It’s safe to assume This stuff CAT_D_00001029/33 Danny Guy (14417046900) 1103

by us was blessed and coordinated w the authorities. U should read the actual files statements of claim, and so wsj. Very specific and we explicitly state we have ‘ ...sworn testimony, emails, and other evidence...’. Anson and west face r in huge trouble. But west gave literally threw anson under the bus in their press release (and outright lied on other issues).

We rebuying atleast part of the Nobilis is cause of action and going to lead it strategically. Anson needs to know that at the right time. Which is sooner / better. We think sunny and moez in particular face a huge probability of going to jail.

If snowdy helped them w nobilis, we can’t trust him.

Thursday, Nov 09, 2017 13:25 14417046900 Oh I guarantee they are going to jail.

Thursday, Nov 09, 2017 13:27 14417046900 Helped in they asked advice etc. there were really worried on that lawsuit before it settled. I know u have issues with him but he can wear a camera and recorder and record it all. That isn’t open to interpretation

Thursday, Nov 09, 2017 13:28 Nobilis was never settled. We r taking it over w the co as our partner. If they were worried then, they r in far worse shape w us given the facts and evidence we have. And people literally today rolled over in them.

Thursday, Nov 09, 2017 13:35 14417046900 Awesome. Hammer them all. If I can help I will. Think about other thing. If done right. It’s a nail

Thursday, Nov 09, 2017 13:42 Snowdy would have to prove his credibility and reliability. He has failed repeatedly. In addition, authorities don’t trust him either so anything he does to ‘help’ will be viewed by authorities suspiciously.

Anson is done. Not sure they know or understand. One or More of the key named guys (anson/West face/ wsj/Copeland etc) is going to rollover in the immediate future. A Som’s only winning strategy is to turn state evidence by Monday am and voluntarily give us/authorities full cooperation. And Iþ� don’t think they r smart enough or objective enough to come to that conclusion on their own.

Thursday, Nov 09, 2017 13:48 14417046900 Camera and tape on him rolling the whole meeting delivered to u.

Thursday, Nov 09, 2017 14:00 U r missing the pt. The concern is that he leaks it to them or helps them prepare ahead of time. U need to hear me: NO ONE trusts him and most times he causes more damage than Good.

Thursday, Nov 09, 2017 14:12 14417046900 I know I know.

Thursday, Nov 09, 2017 14:13 14417046900 But he is the only guy that has penetrated the Circle CAT_D_00001029/34 Danny Guy (14417046900) 1104 Thursday, Nov 09, 2017 14:14 14417046900 Clearly your pi’s have gotten great information.

Thursday, Nov 09, 2017 14:15 A. He’s is not even close to the only guy that has penetrated the circle. B. U h have not seen anything yet re what we have. It’s shocking. C. Snowdy himself is likely in at least some trouble. No one knows yet the degreee.

Thursday, Nov 09, 2017 14:17 14417046900 Can the stuff u have help my case?

Thursday, Nov 09, 2017 14:19 Depends which case u r referring to. We would obviously help any way we can. Just so u know, as of an hr ago, I þ� heard 4 other people now preparing copy-cat lawsuits against All or some of the named Wolfpack members.

Thursday, Nov 09, 2017 14:19 14417046900 Awesome.

Wednesday, Nov 15, 2017 16:36 14417046900 West Face Investor Notice - 15 November 2017.pdf

Wednesday, Nov 15, 2017 19:20 Thank u. What a huge tactical error by west face. They have now repeated to their investors false statements in their press release and other mis-statements of fact found therein. As a Registrant that’s now an elevated issue. It may also be libelous to somehow try and tie Harvey Weinstein’s misconduct or even any alleged misconduct by Black cube to Catalyst. This actually helps our defamation and mkt manipulation case(s).

Wednesday, Nov 15, 2017 19:21 14417046900 Hoping u put a bullet in that cheats head. Legal and otherwise. Just so disgusting what they have done.

Wednesday, Nov 15, 2017 19:35 We already have re legally and that’s all we care about. They just don’t know it yet. U simply can not imagine what we have on both the mkt manipulation side as well as the wind side.

Wednesday, Nov 15, 2017 19:40 14417046900 Well when u are ready please fill me in.

Wednesday, Nov 15, 2017 19:43 14417046900 I think the feds are just dotting i’s and crossing t’s before they move

Wednesday, Nov 15, 2017 19:45 All I can say is that others would be best served to jump in the band wagon very quickly as we have a couple more things coming out shortly. Once they do, others that could have gained from being involved and could have added to the case will be procedurally and otherwise excluded.

Wednesday, Nov 15, 2017 19:55 14417046900 Awesome. U still think my PI is playing both sides

Wednesday, Nov 15, 2017 19:59 I know for a fact he is. The issue is whether he is CAT_D_00001029/35 Danny Guy (14417046900) 1105

smart enough to see recent developments and abandon the other side and give up everything he has in order to save himself. They r coming for him too right now and have implied that if we/Catalyst couch for him helping materially, and can actually prove it, they will embrace him. Otherwise, he goes down w the grp including cohodes.

Wednesday, Nov 15, 2017 20:12 14417046900 Jesus. Well if he truly is being paid by the other side he is fucked

Wednesday, Nov 15, 2017 20:14 Or has one chance left to save himself. We always had strong suspicions and hints. We now know. If he has half a brain, he would run to us ASAP w everything he has and ask for our help. As it is we likely have the vast majority if not everything he alleges to have— or better. Like I said, people simply can not imagine what we held back from the public filings for later use. Either for ourselves or at the request of the authorities.

Wednesday, Nov 15, 2017 20:16 14417046900 At this point I just want action and justice

Wednesday, Nov 15, 2017 20:16 Us too

Wednesday, Nov 15, 2017 22:34 U left out the part of the west face letter hat hey were down 3+% in oct and down over 6% in 2017. It’s w the above letter

Wednesday, Nov 15, 2017 23:26 14417046900 I was just sent what I sent

Wednesday, Nov 15, 2017 23:27 Given returns over last 5+ yrs and now the trouble they r in, we can’t figure out why redemptions r even higher.

Wednesday, Nov 15, 2017 23:28 14417046900 Investors will flee as soon as details come out. Good point though. Who are his investors ?

Thursday, Nov 16, 2017 05:15 14417046900 https://www.wsj.com/article_email/aspiring-actress-allege d-to-be-operative-at-israeli-intelligence-firm-1510808386 -lMyQjAxMTE3NjEzNjQxNDY4Wj/

Thursday, Nov 16, 2017 14:58 14417046900 https://www.cnbc.com/2017/11/10/an-oklahoma-oil-companys- deal-in-venezuela-raises-questions.html

Thursday, Nov 16, 2017 14:59 14417046900 So this going around the street Boland planting rumors that u let this company a ton of money. FYI.

Thursday, Nov 16, 2017 14:59 14417046900 200 Million

Thursday, Nov 16, 2017 15:21 How do u know it’s Boland spreading it? CAT_D_00001029/36 Danny Guy (14417046900) 1106 Thursday, Nov 16, 2017 15:26 14417046900 Cause it’s gotta be coming from Langstaff from the guys I am talking to. Or Anson or Mmcap

Thursday, Nov 16, 2017 15:26 14417046900 And it all leads back to that guy

Thursday, Nov 16, 2017 15:26 14417046900 And Keiper

Friday, Nov 17, 2017 06:51 14417046900 I think they are peppering the street with info so they can justify why they shorted your stock. Given we alerted Jsot before they attacked your stock and told them it was coming puts a dent into that of course.

Friday, Nov 17, 2017 07:04 It’s very very old news and long ago in public domain. Former chief credit officer was even sued over this file for having forged letterhead and forged commitment from the co. It’s all been in the public domain for over a yr.

Friday, Nov 17, 2017 07:07 14417046900 Yup. I am just relaying what I was told yesterday I don ’t know all the details. But it’s clear to me. They are doing everything in their power to spread fake news to all hedge funds who will listen. I listened for 15 minutes as this guy made the pitch. It’s coming from Langstaff and Anson via Boland Keiper

1107

CITATION: Canadian National Railway Company v. Holmes, 2014 ONSC 593 COURT FILE NO.: CV-08-7670-00CL COURT FILE NO.: CV-13-10158-00CL DATE: 20140124

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: Canadian National Railway Company

and Scott Paul Holmes, Jennifer Parisien, also known as Jennifer Lynn Flynn in her personal capacity and as the sole proprietor and operating as Efficient Construction, Janice Shirley Maureen Holmes, Murray Fussie, Scott Albert Pole, Rick Sousa, also known as Ricky Sousa, in his personal capacity and 2014 ONSC 593 (CanLII) operating as Trax Unlimited, Michael Sousa, also known as Mike Sousa, in his personal capacity and operating as Trax Unlimited, Julie Sousa, 2035113 Ontario Ltd., Complete Excavating Ltd., Monterey Consulting & Construction Ltd., 2071438 Ontario Ltd., operating as Complete Trax, 2071442 Ontario Ltd., The Scott Holmes Living Trust, The Jennifer Lynn Flynn Living Trust, Greyslone Ltd., and Belview Management Ltd.

AND RE: Scott Paul Holmes. Jennifer Lynn Parisien also known as Jennifer Lynn Flynn, Complete Excavating Ltd., Monterey Consulting & Construction Ltd., 2035113 Ontario Ltd., 2071442 Ontario Ltd., The Scott Holmes Living Trust and The Jennifer Flynn Living Trust

and Canadian National Railway Company, E. Hunter Harrison, Claude Mongeau, Olivier Chouc, Keith Creel, John Dalzell, Michael Cory, Nazam-U-Din Hasham, Michael Farkouh, Dave Roy, Nick Nielsen, Serge Meloche, Ben Fusco, Bruce Power, Robert Michael Zawerbny, Scott William McCallum, Marc Pontenier and Janice Shirley Maureen Holmes

BEFORE: Justice J.A. Thorburn

COUNSEL: Monique Jilesen and Julia Lefebvre for the moving party Canadian National Railway Company

David Porter and Eric Block for the moving parties John Dalzell, Serge Meloche, Ben Fusco, Bruce Power, Robert Zawerbny, Scott McCallum and Marc Pontenier

Norman Groot for the responding party, Derrick Snowdy

1108

Page: 2

DATE HEARD: January 7 and 20, 2014

E N D O R S E M E N T

The Issues to be Determined

[1] The moving parties seek an Order “to restrain Derrick Snowdy from directly or indirectly assisting any person to disclose any documentary or oral discovery in these proceedings or the content of any such documentary or oral discovery.”

[2] The Respondent Snowdy is a private investigator who is not a party to this action. 2014 ONSC 593 (CanLII) [3] The deemed undertaking rule set out in Rule 30.1.01 of the Rules of Civil Procedure, R.R.O., 1990, Reg. 194 provides that, “All parties and their lawyers are deemed to undertake not to use evidence or information to which this Rule applies for any purposes other than those of the proceeding in which the evidence was obtained.” This rule applies to both documentary and oral discovery.

[4] The issues in this case are:

a) can a third party be restrained from retaining, using and/or disclosing to others, documents obtained through the discovery process; and

b) should Snowdy be so restrained.

[5] Snowdy claims he no longer has these documents in his possession, and had given an undertaking, “not to acquire any documents produced by CN on discovery from Holmes or anyone else subject to the deemed undertaking rule, for the duration of this action.”

The Evidence

Legal Proceedings

[6] In August 2008, Canadian National Railway (CN) commenced this civil proceeding against Holmes and others. Holmes was a former track supervisor in the engineering group at CN. CN claims he approved fraudulent invoices from companies owned or controlled by him. Damages for deceit, breach of contract, breach of trust, breach of fiduciary duty, breach of confidence, deceit, conversion and conspiracy are sought against Holmes and others. Also in August 2008, a Mareva injunction and Anton Piller Order were granted against Holmes.

[7] In February 2011, Holmes brought an action against CN claiming misconduct against CN and some of its current and former officers and employees.

1109

Page: 3

[8] In March 2011, the court ordered that the Crown brief in a related criminal proceeding (which had been stayed) be provided to Holmes.

Circumstances Surrounding the Collection of Documents from Holmes

[9] Snowdy claims he was retained by a client (whom he did not identify) to conduct an investigation into CN. He says he has been collecting documents about CN since 2008 and has created an anonymous “mailbox” for persons who wish to provide information without attribution.

[10] Snowdy got to know Holmes in 2011. In Snowdy’s factum, it is admitted that,

“Snowdy enticed Holmes to communicate with him by providing Holmes with information about the historical working relationship between Justice 2014 ONSC 593 (CanLII) Campbell and CN solicitor Peter Griffen…where an alleged concern was raised that Mr. Griffen and Campbell enjoyed an extraordinary relationship beyond that which was apparent and known to the people who appeared before them”.

[11] On his cross-examination in respect of this motion, Snowdy admitted that he further enticed Holmes, “by advising him that he had information on [CN] solicitor Jileson such as her home address, husband’s identity, her financial picture and her phone records…related to her participation in a scheme related to a horribly constructed criminal investigation” and that someone had gone through her garbage.

[12] At the time he received the documents from Holmes, Snowdy says he believed he was allowed to have them.

[13] Holmes provided Snowdy with a USB key that contained thousands of CN documents that were produced to Holmes in this legal proceeding against him.

Motions to Prevent Dissemination of CN Discovery Documents

[14] On October 1, 2013 CN served a motion record on Holmes claiming that “the documents provided by Holmes to the media and to the OPP are the property and confidential information of CN and are subject to the deemed undertaking rule.” On October 17, CN brought its motion to prevent Holmes from disseminating documents subject to the implied undertaking rule. Snowdy says,

“At the October 17 motion, I learned that documents that Holmes gave me may be the subject of his deemed undertaking rule obligation. I advised my clients that CN may bring a motion against me to acquire my CN investigation file on their suspicion that the document in the APTN article was provided to them by me, and that it was not safe for me to remain in possession of my CN investigation file. Accordingly, it was agreed that I

1110

Page: 4

would transfer it to New York, outside of the jurisdiction of the Ontario courts.”

[15] On October 17th, Holmes was ordered to produce a list of all documents he disseminated to third parties and the names of the third parties who received them.

[16] On November 1st, Holmes advised CN that he had given Snowdy a USB device containing documents and that, “without prior knowledge or consent of Holmes, Mr. Snowdy recovered the residual data from the aforementioned deleted files and has distributed some or all of the recovered documents to third party recipients, including the APTN…”

[17] On November 7th, Holmes was ordered to seek the immediate return of the electronic storage devices that contained some or all of CN’s documentary discovery. 2014 ONSC 593 (CanLII) [18] On November 14th, Holmes asked Snowdy to return any electronic storage device that might contain CN’s documents in this proceeding. Snowdy advised that it was not in his client’s interests “to divulge what materials have been obtained in my investigation wholly or in part.”

[19] On November 26th, Snowdy advised CN that Holmes had provided him with a USB device that contained, “several thousand pages of documents related to the litigation between CN Rail and Holmes.” Snowdy advised that he had provided documents to third party media outlets.

[20] In light of Snowdy’s receipt and dissemination of CN’s productions to third parties, CN brought this motion to seek an Order to restrain Derrick Snowdy from directly or indirectly assisting any person to disclose any documentary or oral discovery in these proceedings or the content of any such documentary or oral discovery.

Snowdy’s Admissions on Cross Examination

[21] At his cross examination on December 19th, Snowdy testified that he had “no idea” that CN was looking for the CN documents given to him by Holmes. He later conceded that Holmes had advised him in early October 2013, that CN was bringing a motion because they wanted the documents returned.

[22] Snowdy also testified that he and others went through “extraordinary efforts” to remove the CN files from the jurisdiction. Sometime after November 11, 2013, he put everything he received from Holmes onto several external hard drives, took them to Ottawa and then to the Peninsula Hotel in New York. He claims he does not know the name of the client in New York.

[23] He took the documents to New York so that they would not be subject to the jurisdiction of the Ontario courts. After being asked to retrieve the documents, he called his client in New York to determine what had happened to the documents and where they had been sent. He received no response to his message and claims he has no other means of contacting his client.

1111

Page: 5

[24] Snowdy states he no longer has any of the documents he was given by Holmes. The USB key, and any copies he had, were given to the Independent Supervising Solicitor who was retained by the moving parties, in part, to receive documents from Snowdy.

Snowdy’s Reponse to the Request for Injunctive Relief

[25] Snowdy’s position is that no restraining order should be granted for the following reasons:

a) he is not a party to this proceeding and is therefore not covered by the deemed undertaking rule in Rule 30.1.01 of the Rules of Civil Procedure;

b) at the time he collected the documents from Holmes, he had no idea there was a rule preventing Holmes from disclosing them to him; 2014 ONSC 593 (CanLII)

c) CN has made no effort to seek the return of documents from other third parties to whom Snowdy disclosed the information and thus, there is no irreparable harm;

d) Snowdy no longer has any of the CN documents in issue;

e) the appropriate remedy for Holmes’ decision to disclose documents to Snowdy contrary to the implied undertaking rule, is to strike Holmes’ claim; and

f) in his affidavit filed after the first day of hearing, he stated that, “I undertake to this Court not to acquire any [documents related to CN] from Holmes or anyone else subject to the deemed undertaking rule related to this action for the duration of this action.”

Analysis of the Law and Conclusion

Legal Interpretation of the Deemed Undertaking Rule

[26] Rule 30.1.01 of the Rules of Civil Procedure provides that all parties are deemed to undertake not to use evidence or information obtained on discovery for any purpose other than the proceeding in which the evidence was obtained.

[27] Rule 30 does not explicitly address the use by third parties of documents subject to the deemed undertaking rule.

[28] However, the Supreme Court of Canada in Juman v. Doucette, [2008] 1 S.C.R. 157, at para. 25, held that, “[t]he general ideal [of the deemed undertaking rule], metaphorically speaking, is that whatever is disclosed in the discovery room stays in the discovery room unless eventually revealed in the courtroom or disclosed by judicial order.”

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Page: 6

[29] Similarly, in Globe and Mail v. Canada, [2010] 2 S.C.R. 592, at para. 77, the Supreme court held that the deemed undertaking rule “is meant to allow the parties to obtain as full a picture of the case as possible, without the fear that disclosure of the information will be harmful to their interests, privacy-related or otherwise.”

[30] The UK decision in The Distillers Co. (Biochemicals) Ltd. v. Times Newspapers Ltd., [1975] 1 All E.R. 41, deals specifically with the application of the deemed undertaking rule to third parties. In that case, a number of claimants sued the plaintiff for damages arising out of the use of the drug thalidomide. On discovery, the plaintiff provided the claimants with a large number of documents which they handed over to a third party retained to advise them. The third party sold the documents to the Times Newspapers Ltd.. The court issued an injunction against the Times, restraining its publication of the documents. In so doing, the court held that,

a) those who disclose documents on discovery are entitled to the 2014 ONSC 593 (CanLII) protection of the court against any use of the documents otherwise than in the action in which they are disclosed;

b) this protection can be extended to prevent the use of the documents by any person in whose hands they come unless it be directly connected with the action in which they are produced; and

c) it is a matter of public interest that documents disclosed on discovery should not be permitted to be put to improper use and that the court should give its protection in the right case.

[31] In Fraser v. Evans [1969] 1 QB 349, 361, Lord Denning held that, “the jurisdiction is based … on the duty to be of good faith. No person is permitted to divulge to the world, information which he has received in confidence, unless he has just cause or excuse for doing so. Even if he comes by it innocently, nevertheless, once he gets to know it was originally given in confidence, he can be restrained from breaking that confidence.”

[32] Rule 1.04 of the Ontario Rules of Civil Procedure provides that the Rules are to be “liberally construed to secure the just, most expeditious and least expensive determination of every civil proceeding on its merits.”

[33] The deemed undertaking rule prohibits the use of materials or information obtained in discovery for an ulterior or collateral purpose: see Kitchenham v. AXA Insurance Canada, 2008 ONCA 877, 94 O.R. (3d) 276, at paras. 28, 31; and Goodman v. Rossi (1995), 24 O.R. (3d) 359 (C.A.), at pp. 367-371. The rationale is that parties will be reticent to make full disclosure if they believe documents they produce in the course of discovery may be used for an ulterior purpose.

Application of the Deemed Undertaking Rule to the Facts of this Case

1113

Page: 7

[34] Although Snowdy was not a party to these proceedings, he sought out Holmes knowing Holmes was a party to the litigation. Snowdy enticed Holmes to provide him with the documents he had obtained from CN in the course of discovery.

[35] When Snowdy found out that CN had obtained an Order requiring Holmes to return CN’s discovery documents, and knowing that CN might seek an Order against him to return the documents in his possession, Snowdy sought to circumvent that process by taking the documents out of the jurisdiction.

[36] Snowdy told the solicitors for CN that if he had been asked to return them, he would “sanitize” them.

[37] Snowdy’s acts demonstrate his animosity toward CN and its solicitors. His acts are also a deliberate attempt to circumvent the deemed undertaking rule that is meant to prevent the use of 2014 ONSC 593 (CanLII) the documents by any person in whose hands they come unless it be directly connected with the action in which they are produced.

[38] Snowdy’s actions lead me to believe that his undertaking is insufficient and that an Order restraining him is required.

[39] Finally, Snowdy admitted that Holmes provided him with thousands of documents which were comingled with other documents pertaining to CN, and it is therefore possible that he retains some of them in his possession. Moreover, his answers on cross-examination as to whether he retained any of the CN documents he received from Holmes were equivocal.

[40] For these reasons, an Order is granted to restrain Derrick Snowdy from directly or indirectly assisting any person to disclose any documentary or oral discovery in these proceedings or the content of any such documentary or oral discovery.

[41] If the parties are unable to agree on costs, they may provide me with brief written submissions and an outline of costs within 15 days.

______Thorburn J.

DATE: January 24, 2014

1114

Ottawa alerts Irving Shipbuilding over reporters’ queries about contract

theglobeandmail.com/politics/article-government-alerted-irving-family-about-globe-story

30 May 2019

The federal government alerted New Brunswick’s Irving family that The Globe and Mail was seeking information from public servants about whether the family’s shipbuilding company had claimed an Alberta French fry plant as an industrial benefit of a contract to build warships for the Canadian navy.

The Department of Innovation, Science and Economic Development said late Wednesday that Ottawa is obligated to get the consent of Irving Shipbuilding before providing any information to the media about industrial and regional benefits [IRB] agreements it has with the federal government – an arrangement a government spokesman called “common practice” in keeping with contractual wording.

However, the standard contract wording that the government cited only contains a broad reference to co-ordinating public communications.

The obligation on the part of the Canadian government to alert Irving Shipbuilding when reporters ask questions about its shipbuilding contract comes to light only weeks after the conclusion of a political drama and court case in Ottawa over allegations that secrets were leaked to shipbuilders. And it surfaces only days after Innovation Minister Navdeep Bains unveiled a wide review of federal privacy laws and promised more stringent enforcement against companies that violate the privacy of Canadians.

On Monday, The Globe sent an e-mail to media relations at Department of Innovation asking whether Irving Shipbuilding or holding company J.D. Irving Ltd. had claimed the Cavendish Farms frozen potato processing plant in Lethbridge as an investment to fulfill its obligations under the Arctic and offshore patrol ships contract.

Under Canada’s IRB policy – later renamed the industrial and technological benefits policy – the federal government requires prime contractors of defence procurements to undertake business activity in Canada equal to 100 per cent of the value of the contracts they are awarded. Key objectives of this policy are to support the sustainability and growth of Canada’s defence sector and boost innovation through research and development.

A second e-mail was sent to the Innovation Department’s media-relations account Tuesday after the department failed to respond. Later that day, a lawyer representing J.D. Irving e- mailed to say: “We understand that you and The Globe are about to publish a story

1/4 1115 regarding the Industrial Technological Benefits [ITB) and Cavendish Farms and the Irving companies.”

Jonathan Lisus of the Toronto law firm Lax O’Sullivan Lisus Gottlieb LLP threatened to take legal action if the story contained allegations of improper conduct.

Sources who were granted anonymity to speak about the matter said Mr. Bains’s office had tipped off Irving Shipbuilding about The Globe investigation – not the first time the federal government has provided journalists’ questions to the company.

A federal spokesman acknowledged Wednesday that the Innovation Department had contacted the company after receiving detailed questions from The Globe but said this was a requirement of the arrangement it has with the shipbuilder. Hans Parmar denied that the department revealed it was The Globe making inquiries.

Story continues below advertisement

“As IRB investments are arrangements involving two commercial entities and require [that] we seek agreement of these third parties before release, given the commercially sensitive nature of this information,” Mr. Parmar told The Globe in an e-mail, “our common practice is to seek agreement of the prime contractor to release details of any investment with the prime contractor. Accordingly, in this case, and without providing any details about the source of the media inquiry, we advised the prime [contractor] that we had received a media inquiry for details about one of their IRB transactions.”

A senior federal official who was also granted anonymity said he could not explain why J.D. Irving threatened to sue The Globe.

But J.D. Irving has already turned to courts to assert control over the flow of its information, a company source said.

A J.D. Irving source said the family “got exercised” about The Globe’s questions to the government because, they alleged, sensitive information about the company has been previously forged and disseminated to “cause mischief." The source provided no further details but added that J.D. Irving has a court order against Toronto private investigator Derrick Snowdy.

On Wednesday, when The Globe asked J.D. Irving about the Lethbridge French fry plant, the company said it had received some IRB credits from this investment.

Mary Keith, vice-president of communications for J.D. Irving, said Irving Shipbuilding did not receive full credit for the entire $425-million investment in the Cavendish Farms facility. She said the shipbuilder received a credit of approximately $40-million toward its IRB obligations under the Arctic vessel contract.

2/4 1116

“Irving Shipbuilding has claimed the use of a select few Canadian companies that will provide innovative technology towards the facility that are helping to create one of the most modern plants of its kind,” Ms. Keith said.

“All of the eligibility criteria of the Government of Canada have been met.”

In March, Postmedia reporter David Pugliese sent information requests to the Department of National Defence and to Public Services and Procurement Canada that were leaked to J.D. Irving.

He had received a tip about alleged welding problems aboard HMCS Harry DeWolf, the first of the Royal Canadian Navy’s new Arctic patrol warships.

Within two hours of submitting questions to the two federal departments, Irving Shipbuilding president Kevin McCoy contacted Mr. Pugliese and threatened to sue if “anything false about [Irving’s] reputation is published.”

Irving’s lawyers would be “making sure you understand that if you write something false about our reputation we will pursue it,” Mr. McCoy was quoted as saying.

Mr. Pugliese has written that this was the third time information about Postmedia investigations, as well as a reporter’s personal information, had been shared with the defence industry. He said it was the second time specific inquiries regarding government shipbuilding had been communicated to J.D. Irving.

His questions to the government departments regarding the Arctic patrol ships were unrelated to industrial benefits.

Irving Shipbuilding was recently at the centre of a criminal case involving Vice-Admiral Mark Norman, who was vindicated this month after Crown prosecutors stayed a breach of trust charge against him.

Shortly after the Liberals formed government in the fall of 2015, Irving Shipbuilding complained to then-Treasury Board President Scott Brison that the company hadn’t been given due consideration to build a naval supply ship awarded to Davie shipyards in Quebec City.

Cabinet decided to review the contract, but the decision was leaked to the media, which resulted in political backlash in Quebec. The government eventually decided to proceed with the Davie contract.

Sources have told The Globe that Prime Minister Justin Trudeau was furious at the leak and that this led to the RCMP being called in to investigate, which eventually led to the breach of trust charge against Vice-Adm. Norman, who had championed the Davie contract.

3/4 1117

According to the Innovation Department’s website, Irving Shipbuilding has more than $3- billion of IRB obligations arising from the Arctic and offshore patrol vessel contract. The same “breakdown of current obligations by project” published by the department shows that the company has fulfilled more than $1.4-billion of these obligations and has more than $353-million “in progress,” with another $1.3-billion yet to be identified.

The Globe asked the department to confirm that these numbers are the latest available, but the government was unable to respond immediately.

4/4 To: Newton Glassman2[[email protected]] CAT_D_00001037/1 1118 Cc: John Kingman Phillips[[email protected]]; Jim Riley[[email protected]] From: Danny[[email protected]] Sent: Fri 9/1/2017 12:55:24 AM (UTC) Subject: Re: Callidus

John please setup the meeting to get this information to them asap.

Sent from my iPhone

On 31 Aug 2017, at 9:49 PM, Newton Glassman2 wrote:

We r almost completely out of time. We r moving w or wout u and others. Over to u. We would appreciate as much as humanly possible as now every incremental piece is likely another finishing nail in coffins.

Newton Glassman Managing Partner Catalyst Capital Group Inc., Bay Wellington Tower 181 Bay St., Suite 4700 PO Box 792 Toronto Ontario Canada M5J 2T3

Office: (416)945-3030 Fax:(416)945-3060

Sent from my iPhone

On Aug 31, 2017, at 8:45 PM, Danny wrote:

Let me get you what you need so you get comfort then you can decide from there.

Sent from my iPhone

On 31 Aug 2017, at 9:41 PM, Newton Glassman2 wrote:

What is 'Apc'? AS? I assume MC is mark cohedes. Jim, do we even use storage vault? We have no relationship whatsoever w muzzo or anyone in his organization or otherwise. What is the status of said USB and r u willing to allow us to copy it? The recording? I sense your pi wants us to hire him and he would go inside. Good idea but we r not doing so wout proof of his bona fides. The alleged usb (more accurately if there is anything allegedly of value therein) and the alleged recording (if it has anything truly valuable) may be a good start or sufficient for such--if real.

Newton Glassman Managing Partner Catalyst Capital Group Inc., Bay Wellington Tower 181 Bay St., Suite 4700 PO Box 792 Toronto Ontario Canada M5J 2T3 Office: (416)945-3030 CAT_D_00001037/2 1119 Fax:(416)945-3060

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On Aug 31, 2017, at 8:33 PM, Danny wrote:

Treat accordingly.

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Begin forwarded message:

From: Derrick Snowdy Date: 30 August 2017 at 12:57:24 PM GMT-3 To: Danny Subject: Fw: Callidus/Harrington

Sent from my BlackBerry 10 smartphone on the Rogers net work. From: Derrick Snowdy Sent: Wednesday, August 30, 2017 11:44 To: John Phillips Subject: Callidus/Harrington

Mr. Phillips,

With respect to our conversation on Monday I have reviewed the relevant time frame. With respect to issues pertaining to Callidus and in particular Mr. Glassman we have two months in which they were relevant topics.

In February when I attended the meeting with APC arranged by MC in California Catalyst/Callidus was the sole topic of discussion. In that meeting I was asked to initiate an investigation into recruiting inside sources and obtaining information/documents. Two weeks later at the follow up meeting (which was recorded as the first meeting failed to record) ‎AS from APC seemed hesitant and suspicious. He wanted to change the subject and passed me a written not saying that needed to talk outside the office about anything Catalyst/Callidus related. He appeared surveillance concious.

In April APC expressed interest in connecting a company called Storage Vault to Catalyst/Callidus and in any relationship that may exist with Steven Muzzo. I was later given a document relevant to the Harrington investigation on a USB device provided by APC. I recovered deleted files from that USB device and found dozens of files related to Storage Vault. It appears that they are pursuing that narrative on their own at this point. With the Storage Vault narrative their plan includes making allegations of fraud related to transactions. I understand that currently a narrative similar to the one APC was constructing is being used to advance a complaint of fraud against Cataylst/Callidus.

There was no benefit to the ongoing investigation to pursue these issues. There would be no work product that would benefit Harrington. The relationship with APC et al remains strong at present and can be exploited.‎

As we never pursed these topics with the cabal we did not develope or obtain specifics related to their interest. At present I do have the opportunity to insert myself in a collaborative manner with this group on a regular basis to work with them. The value of that is something that needs to be determined by those involved.

Regards CAT_D_00001037/3 1120 Snowdy

Sent from my BlackBerry 10 smartphone on the Rogers network.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: Jim Riley[[email protected]] 1121 From: Dan Gagnier[[email protected]] Sent: Tue 9/12/2017 8:54:21 PM (UTC) Subject: FW: follow-up

FYI. Call me when you can. 646-569-5897

From: DeCloet, Derek [mailto:[email protected]] Sent: Tuesday, September 12, 2017 4:02 PM To: Dan Gagnier Subject: follow-up

Hi Dan

Thanks for the call/meeting last week.

Andrew Levy is mistaken or confused. If someone called him on behalf of West Face, it was not Bruce Livesey; Bruce has never done any work for West Face. The transcript also quotes Levy as saying he met Livesey in person. They’ve never met.

Perhaps it’s a case of mistaken identity.

In any event, if Catalyst wishes to have its side of the story on the record, please get back to me end-of-day tomorrow with some near-term dates and times when Andy Willis can come in and have that conversation with Newton and/or other principals of the firm.

Many thanks.

Derek

CAT_E_00000472/1 1122

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MEMORANDUM

DATE: September 12, 2017 TO: Jim Riley File FROM: Naomi M. Lutes RE: CATALYST - Meeting with Derrick Snowdy

SOLICITOR-CLIENT PRIVILEGED

Attendees: Jim Riley, Naomi Lutes, John Phillips, Derrick Snowdy Location: John Philips’ office

The following is a typed version of my handwritten notes taken during the meeting. I have made some edits/ additions to my original notes for clarity.

* Snowdy apologized for being a bit late and said he had been at another meeting [NML note – quite certain I saw him get out of a convertible driven by another man on Toronto Street at the corner. He went into the building before me. I remember wondering whether that was the PI in question and when he came into the boardroom, I recognized him. So query whether he was lying] * Reminder about invocation of joint interest privilege over previous meeting and this meeting * Snowdy expressed the view that his meeting with our PIs did not go well and was confusing * Jim provided some brief background about the short attacks on Callidus * Snowdy was nodding, saying it’s all related. He began to name names quickly, such as Allon, Keiper, Peter Aubrey, Andy Defrancesco

* Snowdy advised that in May / June he tried to extract himself from the cabal as he was becoming too complicit in other things * He was able to get some specific trading data and information before extricating himself * He is still copies on various emails, including emails with counsel * He mentioned that there were two law firms. Mentioned Faskens. Then he moved onto another topic * Advised that the cabal use different lawyers for different issues * Callidus/ Catalyst first came up in February * Danny [client X] had said, with respect to the cabal, that he was thinking of reaching out to Newton, and asked whether Snowdy was able to re-insert himself [this is presumably in and after February 2017] * Snowdy responded “yes, they are always bugging me about stuff, but it won’t help you with Concordia” * Snowdy has a longstanding relationship with Danny’s other companies and has been successful in getting substantial jail sentences for individuals who had targeted these companies * The cabal is cyclic [in its operation] – it will lay the ground work and then come back to it [a company] in a few months CAT_D_00001046/21135 September 12, 2017 Page 2 of 8

* Snowdy mentioned not being able to talk further about something due to a conflict with our [GHW] former client [n.b. do not believe there is any legal conflict] * In September 2015, Danny showed Snowdy trading patterns [for Concordia] and social media postings and said it looked like a short and distort * In response, Snowdy said that he had a client (Carson Block) who knew Marc Cohodes * Snowdy had assisted Block with Sinoforest stuff * At the time, Cohodes had about 2000 [twitter] followers * Looked like naked shorting to Snowdy * Around this time [we are still in or about Sept. 2015], Snowdy was coincidentally due to attend a part at Block’s place in San Francisco, so he wondered whether he might run into Cohodes there * Snowdy had a conversation with Danny in October, 2015, in which Danny asked him to figure out the relationships [between the parties involved] and who was acting in concert * Roddy Boyd, a former reporter, runs SIRF, the Southern Investigative Reporting Foundation. * Boyd wrote a book about AIG collapse * Boyd was tied into Jim Chador [ph?] and Jim Kram * Snowdy was introduced to Block through Andrew Leff (ph) who he met through one of Brian’s former clients [not sure who he means – before my time possibly] associated with stocklemon.com * Snowdy had conducted research [for Stock lemon? Unclear if he meant that or is talking about SIRF]

* Block introduced Snowdy to Boyd * Snowdy advised Boyd that he had information about financial impropriety * Boyd came to Toronto in relation to that story * In Toronto, Snowdy introduced Boyd to relevant people * Purpose of all this, from Snowdy’s perspective, was to establish relationships * Boyd advised that he was friends with Cohodes * Matt Thompson of Concordia was planning to sue Cohodes for defamation * Boyd offered to introduced Snowdy to Cohodes

* Around this time, Snowdy continued to look into alternate explanations other than naked shorting of Concordia * Later on it was discovered that Thompon had leveraged his stock [overleveraged?] * But this still did not account for the volume * So they [i.e. with Danny and John] obtained a Pharmacal Norwich order * The order is sealed * In furtherance of their own [Danny] investigation, they brought in tech experts to analyze the twitter accounts and the relationships between the accounts * Twitter will not release data for investigation purposes so they actually paid twitter for its data claiming it was for marketing purposes [did not know you could do this] * They got 6 months of data * Spent months crunching the data * Saw the same pattern as we/ Jim has seen * At the time, they [Danny et al] were looking for a link between the groups of accounts * One night, Cohodes/ the cabal screwed up and all the accounts tweeted the same thing at the same time about a telecom company in Sweden – this was the link that they had been looking for * There is also a network of journalists who are twitter followers of Cohodes or Jim Kramer

2 CAT_D_00001046/31136 September 12, 2017 Page 3 of 8

* Now in late 2016 * Snowdy returned to California and Boyd introduced him to Cohodes [this is after, sequentially, when Boyd came to Toronto] * Snowdy went to Cohodes’ house for a BBQ * [in response to the question – why would Cohodes trust you and meet with you, he explained that before this meeting] Snowdy had given Boyd some intel that he could use and had pitched himself as someone who was a wildcard. * This was based on information about “they” [unknown] having written a SIRF report on a large company and seeing a resulting price drop * When he got to Cohodes’ house, Cohodes left him alone with his son, who has cerebral palsy. Snowdy figured that this was a test to see how he would interact with his son. Sure enough, when Cohodes returned to the room, he asked his son how things had been and what they had discussed * During the meeting, Cohodes shared information about what he was working on. He mentioned a “Mountie” who was an Inspector. Snowdy coincidentally knew him as well – Henry So (ph)

* [this seemed off topic] Snowdy had also provided information to Ontario’s Auditor General about the relationship between CN and Metrolinx that made its way into the Auditor General’s November report. The information Snowdy provided had come to him form a police officer

* Boyd did his report * During recorded conversations with Boyd, Boyd says what objective is – it is to write stories to cause the shareholders not to liquidate their positions per se, but to reduce their holdings * As long as you can drive the market down before things like stop losses kick in, you can get some panic selling * Then you step in with another hit to drive it down more, repeat * Snowdy played one of his recordings for Danny, and it confirmed everything that they thought was happening

* Jim asked if there was any relationship between the short selling and information that the OSC had * Snowdy took a very long pause [very long particularly because everything else had been rapid fire] said: short answer, yes * This is on the enforcement side of things at the OSC * Has seen a lot of panic from both the OSC and JSOT about why they can’t warn companies before shorts happen * [n.b. to myself – don’t think he understood question] * Jim gave example of the continuous disclosure review process and the timing of issues arising from that before anything is public – asked whether there was any connection to this aspect of the OSC * Snowdy said that yes this is happening, and there is a tape of a conversation which occurred earlier this morning, about engaging another securities commission to promote that a certain company was under investigation * [again think he’s talking more about utilizing fact of a complaint/ investigation than things arising from continuous disclosure review process]

* Back to the fall of 2016 at Cohodes’ house

3 CAT_D_00001046/41137 September 12, 2017 Page 4 of 8

* Cohodes said “I’d like you to do some stuff for me” and everyone loves you [Snowdy] * Cohodes thought that the companies [that he targeted] were in fact bad and hiding things, therefore he did not feel badly about what he was doing * Snowdy advises that Cohodes is a megalomaniac and a massive narcissist * Cohodes wanted to do four whistleblower reports on four companies and told Snowy that this was the plan. * Cohodes’ “guys” in Canada are at Anson – Sonny and Spears – they see Cohodes as their boss * “they” [the cabal?] wanted Snowdy to work out of Anson’s offices * From there Snowdy got connected to Greg Bloand and Roland Keiper * Sarah Anderson and Penny Walker at GMP – these names also came up * Snowdy had a further conversation with Anson guys and they agreed that Snowdy would set up a scheme to generate non-public information. Snowdy would set up websites to solicit insider information and then cultivate an independent report based on this insider information and feed it to the media

* At this point, Snowdy had already met with IMET, OSC, IIROC in relation to Concordia * Snowdy was introduced to Charlie Grant at the WSJ, someone at Bloomberg, and another reporter through Cohodes * He was introduced to these journalists specifically because they advise Cohodes when they publish their stories and in exchange, Cohodes feeds them good information and has done so for years * Copeland is also one of them – his name came up in the twitter analysis * [at this point Snowdy advises he will send us a copy of the social media analysis] * Snowdy things that Copeland was on one of the calls with Charlie Grant * [Snowdy will send us the clip of the call during which Boyd explains the plan]

* December 2016 * Snowdy met the Anton guys * Plans to file whistle-blower complaints against Home Capital, Fortress, Jackpot Joy, Concordia * The complaints were to include information which Snowdy had provided to Cohodes * The technique was to use the whistleblower process to legitimize [the criticism of the companies and shorting] * Leading up to Cohodes’ appointment with the OSC, Snowdy was told by Cohodes that there was a guy inside the OSC and the two of them fed each other information back and forth – Albert Pelletier * [Albert Pelletier is now counsel at the LSUC] * Snowdy tipped off IMET about this issue and apparently “certain restrictions” were put in place [about the flow of information in the OSC presumably] * Cohodes was in town for an examination for discovery in relation to the defamation suit and had his meeting to make whistleblower complaints on the same day * Cohdoes phoned Snowdy right after his meeting, saying that the RCMP weren’t able to meet with him but he met Albert at the coffee shop [Second Cup in the Eaton Centre I assume] because Albert said that he was not permitted to discuss Concordia in the building * Cohodes then emailed Snowdy about his meeting with Albert * Snowdy then called Steve Frazer (RCMP IMET) to advise that Pelletier had left the building to meet with Cohodes – seems he had been told not to * According to Snowdy, Frazer then freaked out and said that was a huge problem * An hour later, Cohodes called Snowdy to tell him that he had mentioned Snowdy’s name to Pelletier, in response to Pelletier asking who else knew that they had planned to meet, and Pelletier said that Snowdy

4 CAT_D_00001046/51138 September 12, 2017 Page 5 of 8

was dangerous and lethal and toxic etc. Cohodes questioned this and asked about Snowdy having given information to the RCMP. Snowdy attempted to brush this * [n.b. this seems slightly different than what John Philips had previously told us about Snowdy getting burned and Cohodes finding out he was providing information – Snowdy seems to be downplaying and claiming that Cohodes accepted his explanation completely] * After this call with Cohodes, Snowdy called Steve Frazer and said “go tell Albert to shut the fuck up because Albert just named me by name.” Snowdy says that at this, the RCMP lost their mind * According to Snowdy, Pelletier then got dragged into a room and left the building about a half hour later * This was in the same time frame as Home Capital * Cohdoes was freaking out that he could not get a hold of the mounties to meet with them * Snowdy deflected this by bringing up Greg Gard, formerly of the OSC, who Snowdy had caught fabricating evidence, and that this is why there was bad blood between him and the OSC because Snowdy blew up the OSC investigation by leaking it as retaliation. Gard and Pelletier had worked closely together. * Cohodes seemed to accept this and decided they needed to change course

* Then, using all this intel John Philips [on behalf of Danny] went to the OSC and did his own whistleblower complaint and also complained to the Minister of Finance * Snowdy says the Minister of Finance confirmed wrongdoing by Pelletier in a letter to them [we have seen this letter and it doesn’t quite say that] * All of this is now repeating itself at the OSC now * Cohodes sees Canadians as completely backwards and unsophisticated and with ineffective regulators

* Feb. 2017 * Spears (at Anson) asked Snowdy to come in to discuss new ideas * (Anson located at 155 University Ave) * Snowdy claims that during this period, he was railing against the OSC and independent counsel was brought in * Catalyst/ Callidus names never came up until February and not through Cohodes but first through Anson

* Snowdy was at a meeting in December at Goldman Sachs in NY and in this meeting was Ed Berkowski (sp?) of Concordia * Snowdy was aware of what Concordia’s Q4 results were going to be

* Back to February 2017 * Cohodes wanted to reevaluate Snowdy’s role and said that Spears had something for him * Told Snowdy to go meet with him and Sonny at Anson * Snowdy went to a meeting at Anson alone and Spears said “what do you know about Newton Glassman?” * Spears said that Glassman had made himself a target and that someone at Canaccord [Bruce?] had come to them with information * Canaccord had a source * Canaccord is friends with Greg * Spears said to Snowdy: “do you think we can get a fraud complaint filed and work it up?” they were looking to Snowdy for inside intel and to help with this * Andrew Lebynsky (ph) at GMP was also getting information from Langstaff * [Anson] asked Snowdy to come up with a plan to infiltrate Callidus/ Catalyst and get dirt or develop sources * It was clear to Snowdy that Anson had been directed to commence this attack

5 CAT_D_00001046/61139 September 12, 2017 Page 6 of 8

* Boland, Keiper and guys at K2 were also going to be involved

* [another digression] The OSC didn’t want Pelletier charged because he was in charge of the Home Capital prosecution * Snowdy took the Q4 results for Concordia which he had, altered the numbers slightly and fed them to Cohodes. He took the numbers and two days before they were public, shorted the stock * Snowdy advised OSC/ IMET that this was going to happen * [John then cut him off]

* March 5, 2017 * March 5 there was a follow up meeting with Spears which Snowdy recorded * At this meeting, Snowdy brought up Newton but Spears had become very paranoid and did not want to talk so on tape you will hear him say that they’ve changed course and aren’t interested in that. But at the same time, he wrote a note on a piece of paper to Snowdy saying – meet next door * Spears said there was a relationship between Steve Muzzo and Newton re the Storage Vault business * Spears at this same meeting gave Snowdy a USB key containing information about cannabis growth and Snowdy advised against shorting this company. On the USB key thee were also documents about the valuation of Storage Vault * Spears advised that the plan involved evidence that they had that Callidus/ Cat was making false statements in terms of the valuations, therefore there was fraud because they were selling assets back and forth at inflated prices. Apparently Bruce was a source for this intel and maybe one other person * Spears told Snowdy that Bruce was a source but also alluded to a source within Callidus/ Catalyst

* At this point in time, Snowdy tried to pull back from the schemes a bit, although he continues to be involved in the short attack on Badger Day Lighting – Anson is also involved in this * Spears had approached Snowdy about Badger even before Cohodes had * Cohodes is currently emailing people about the Badger attack

* Snowdy played us a recording – a call between Cohodes and Snowdy from Sept. 6 o Cohodes said he was going to fuck with the Badger guys o Cohodes made fun of the OSC regulations – comparing them to speeding infractions because it was all prosecuted through the POA o Snowdy: if we fix their office with things they can’t ignore on Badger o Snowdy: have some proxies and nominees we can send in and can also do a brown envelope o Cohodes mentioned a conference on October he is speaking at and wants Snowdy to be there

* July 14 – dinner at Barberians * Dinner was taped by Snowdy * 13 people there * Has some photos of people and will send to us

* Snowdy advised that the group rotates and goes in cycles with the companies they focus on – during the down time it’s because the group is either waiting for more inside intel or is doing ground work. * Snowdy advises that Cohodes et al don’t necessarily have a source inside Catalyst but believe that what they’re getting is coming from the inside * Catalyst was their focus between January and April and then it became Badger

6 CAT_D_00001046/71140 September 12, 2017 Page 7 of 8

* Then Cohodes brought on a guy to provide him with insulation and coordinate information, produce information to be distributed, set up the websites, etc. * Other companies – Falcon Research in Florida, Circle Road Advisors in NY, Elstone Capital in Texas – these all are divisions of other funds and have connections to reporter

* It was in April that Snowdy was introduced to people about the Badger attack

* Feb. 13, 2017, Levitt reached out to Cohodes to ask whether he was interested in doing anything about Catalyst [compare to earlier where first Snowdy hears about Catalyst is through Anson]  there is an email * This was tied into the ongoing disclosure * Boland is connected to Levitt * Snowdy was at a Christmas party and another lawyer from Norton Rose was talking about Boland and other lawyers * Was a party at Waleed (ph) neighbour’s house * Was talking to Rick Dykstra – PC chairman in Ontario – Snowdy is good friends with Dykstra * At the time, Snowdy didn’t know much about the lawsuit with Westface

* Possible information about Frank Newbould and access with a particular law firm in Toronto * Lenczner and Davies * Snowdy claims there is an ongoing police investigation and that whichever force is investigating got a part 6 [wiretap authorization] from a judge in Thunder Bay [or a production order maybe] * Snowdy says he knows that Brian’s name is on correspondence with Lenczner firm * Snowdy also claims cell records obtained via production orders showing calls on cell phones between lawyers and judges * Mentioned having seen the name Brendan Morrison on correspondence [someone I know who is an associate at Lenczner] * Something about Julie Thorburn [the gist was that Snowdy appeared before her on something and they did not get along and she was reassigned after this from the commercial list. N.b. I don’t think she was ever on the commercial list but would have to check] * Snowdy claims he was recently in a meeting with a client and a senior partner and an unnamed law firm in Toronto who said that for $5 million he would ensure that the right judge from the commercial list would be assigned to the case * Snowdy claims that Frank Newbould is terrified of him

* Websites [ones set up to gather intel or spread info] do not on their face appear to be linked to the cabal but Snowdy has emails that establish that link

* Snowdy thinks that Anson looks after a piece of Cohodes’ money but not all of it * Snowdy posits the possible strategy of feeding the cabal bad intel on a few occasions which could cause them to lose credibility with their followers if the shorts based on that bad intel don’t work out * Snowdy thinks there’s more to it between Levitt and Cohodes * Cohodes comes to Canada sometimes – for dinners, meetings at the OSC, and horse shows * Snowdy doesn’t think that the “puppet master” is only Cohodes * Thinks this in part because of the relationships Cohodes has in Hong Kong, Europe, the Caribbean * Snowdy wonders if some of this partner accounts are used for money laundering and/or the facilitation of exit cash from Asia

7 CAT_D_00001046/81141 September 12, 2017 Page 8 of 8

* The FBI, DOJ and IRS have commenced an investigation into Cohodes and others and Snowdy has spoken to the DOJ

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Ontario Commission des 22nd Floor 22e étage Securities valeurs mobilières 20 Queen StreetWest 20, ruequeenouest Commission de l’Ontario Toronto ONM5H3S8 Toronto ONM5H3S8

Telephone: 416-593-2316 Fax No: 416-593-8252 Email: [email protected]

July 16, 2018

Mr. Dan Nohdomi Vice President & Chief Financial Officer Callidus Capital Corporation 4620 – 181 Bay Street, P.O. Box 792 Bay Wellington Tower, Brookfield Place Toronto, Ontario M5J 2T3

Dear Mr. Nohdomi,

Thank you for your response letter dated May 25, 2018 (the May 25, 2018 Response Letter). Our comments are set out below.

PART A

Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements

1. While the Company has provided amended disclosure in relation to Unrecognized Yield Enhancements in its Q1, 2018 filing, we are of the view that the Company has not provided us with sufficient information, as requested, to support that:

 the Company had a reasonable basis for disclosing the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements as required by Paragraph 4A.2 of NI 51-102; and  the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements are based on assumptions that are reasonable in the circumstances as required by Paragraph 4B.2 of NI 51-102. Our view is based on the following combined factors:

a) Paragraph 4B.2(2)(a) of NI 51-102 requires a reporting issuer to limit forward-looking information to a period for which the information can be reasonably estimated. Section 4A.8 of NI 51-102CP states that in many cases that time period will not go beyond the end of the reporting issuer’s next fiscal period. Section 4A.8 of NI 51-102CP also states that the reporting issuer should consider its ability to make appropriate assumptions in determining the time period. We do not believe the Company has limited the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements to a period that can be reasonably estimated for all of the following reasons:

 the Company’s time period to determine the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements is 5 years; the length of which alone significantly increases the potential unreliability of the estimate;  the most significant increase in EBITDA contributing to the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements is forecasted in fiscal 2020 and fiscal 2021 which we - 1 - CAT_D_00001015/002 1168

believe increases its uncertainty because the forecast is not supported by historical performance or future agreements and because the increase in EBITDA is based on inherently less reliable forecasts two and three years in the future; and  there is additional uncertainty created by the Company’s recent amendments to its forward- looking information to exclude its previously disclosed significant assumption that 7,000 machines will be deployed to Gateway. b) The Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements are largely based on the Company achieving significant forecasted sales in Brazil (the Brazil Opportunity) where there is significant uncertainty, gambling is not approved and for which there is no regulatory framework. While the Company has stated that there are a number of positive factors or momentum for legislation to proceed, the Company has not provided evidence that there is a definitive timeline for the legalization of gambling in Brazil, that there is certainty regarding the regulatory framework, or other facts that would support forecasted sales anticipated from the Brazil Opportunity. c) Bluberi’s net income for the year ended December 31, 2017 (since the acquisition date) was $.8M. This compares to a forecasted annual average EBITDA of $59M which has not been supported by commitments or agreements. It is unclear how strength in order book, further development of key relationships in North and South American markets and Ambra quantitatively supports such a significant increase in EBITDA in the absence of commitments or agreements (response 5(e) of the May 25, 2018 Response Letter). We are also concerned with the Company continuing to disclose unrecognized yield enhancements for Bluberi without commitments or agreements. In this regard, we note that the Company did not have a firm commitment or an agreement to deploy 7,000 machines to Gateway and recently amended its forward-looking information disclosure to exclude this deployment. d) We understand that the purpose of the PwC valuation of Bluberi dated October 27, 2017 (the October 2017 PwC Report) was to support the carrying value of Bluberi on the Company’s statement of financial position as at September 30, 2017. We also understand from the Company’s response letter dated May 7, 2018 that an external valuation report was not prepared for December 31, 2017 in the absence of any material changes. While the Company has stated that a third party valuation review was not performed on the excess amount, we note that PwC did consider management’s assumptions (including the Brazil Opportunity) in assessing management’s conclusion of an enterprise value of $231.5M at the Valuation Date and concluded on a materially lower enterprise value of $103.4M to $125.6M. We believe that the October 2017 PwC Report raises concerns regarding the reasonableness of the Company’s assumptions in determining Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancement for the following reasons:

 PwC adjusted management’s forecast for several items (page 36 of the October 2017 PwC Report), including the Brazil Opportunity as “…there is insufficient evidence at the Valuation Date that gambling will be approved in Brazil and, if it is approved, what the regulatory framework will look like”.  PwC’s determination of enterprise value of $103.4M to $125.6M supported the carrying value of Bluberi ($125.6M) as reported on the Company’s statement of financial position only at the highest end of the range determined by PwC. PwC’s calculation of enterprise value to support the carrying value of Bluberi (including a significant goodwill balance of $87M) was based on many estimates and assumptions including, further growth and forecasted cash flows, and did not yield any excess in enterprise value above the carrying value of the Bluberi investment.

- 2 - CAT_D_00001015/003 1169

 Response 5(e) to the May 25, 2018 Response Letter states that expansion of the rollout of the Company’s successful b.POD product launch and the AGS royalty agreement (amongst other items) provides a reasonable basis to disclose the Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancements. This appears inconsistent with the October 2017 PWC Report which incorporates these factors to support the carrying value of the Bluberi investment on the Company’s statement of financial position (versus an excess amount above the carrying value of the investment).

Based on the information provided to date we do not believe that the Company has met the underlying requirements in Paragraphs 4A.2 and 4B.2 of NI 51-102 and, as such, the disclosures may be misleading in a material respect. Unless the Company can satisfactorily demonstrate and provide written support and records that it had a reasonable basis for the unrecognized yield enhancements at the time they were disclosed, we believe the Company should issue a news release to withdraw its Q4, 2017 and Q1, 2018 Unrecognized Yield Enhancement. Please respond.

Refilings and Errors List If the Company chooses to amend its disclosure as requested above, or if the Commission orders that the Company amend its continuous disclosure record, the Company will be placed on the Refilings and Errors List for a period of three years from the date of refiling. The list is available on the Commission’s website at: http://www.osc.gov.on.ca/en/Investors_refilings-errors-list.htm. For more information, please refer to OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors.

This would be the fourth time since May 3, 2017 that the Company will have been placed on the Refilings and Errors List for refiling its continuous disclosure and the third time since August 10, 2017 that the Company will have been placed on the Refilings and Errors List in connection with its disclosure of forward-looking information. The frequency and nature of the Company’s refilings are concerning and may suggest a culture of non-compliance. The continuing failure by an issuer to meet its underlying continuous disclosure obligations calls into question the commitment of its directors and/or its executive officers to act in good faith in the preparation of the required regulatory filings and whether this continuing course of conduct may be contrary to the public interest. We may refer the most recent breaches of NI 51-102 to Staff of the Enforcement Branch for further regulatory action.

News Release The news release must be authorized by an executive officer and disclose the reason for the amendment and state that the change was at the request by staff at the Ontario Securities Commission in connection with a staff review. Please provide a draft of the news release for our review, before filing on SEDAR.

Your response The requested disclosure and correction referred to in this letter is based on Staff’s review of the Company’s continuous disclosure record and review of certain information provided by the Company to Staff to date. There may be other regulatory concerns that have not been identified. We emphasize that responsibility for complying with Ontario securities law remains with issuers and their directors and officers.

- 3 - CAT_D_00001015/004 1170

PART B

Q1, 2018 MD&A Disclosure of Collateral Value Coverage

2. Page 16 of the Company’s Q1, 2018 MD&A provides a breakdown of collateral to arrive at the 116% estimated collateral coverage and states “In instances where enterprise valuation is used in determining collateral values, significant estimations and critical judgments are used including assumptions over and not limited to future cash flows, interest rates, execution risk and company- specific risks…As a general practice, the Company obtains third-party reviews of enterprise valuations at least annually”. Please provide the collateral coverage for Bluberi used in the Company’s Q1, 2018 MD&A disclosure. If the Company’s disclosure of collateral coverage for Bluberi is based on management’s determination of enterprise value that is materially different from a third party review (ie. PwC), and given the issues noted in 1. above, we are concerned that the Company’s disclosure infers that a third party review has been performed and that it should be revised. Please respond.

Horizontal Wells 3. Please confirm that the Company has provided in its response letter dated May 7, 2018 (the May 7, 2018 Response Letter) and the May 25, 2018 Response Letter, all documentation provided to the Board of Directors and / or the Audit and Risk Committee in relation to the business of Horizontal Wells and the valuation of the loan to Horizontal Wells from July 1, 2017 as requested in comment 5b. to our letter dated April 23, 2018. We note certain schedules in Appendix E to the May 7, 2018 Response Letter include “TBD”.

4. The external valuation report prepared by PwC as at December 31, 2017 provided to us appears to be missing information. For example, pages 29, 31, 32 and page 34 have incomplete statements. Please respond. If the valuation report provided is not final, please provide us with the final report. Please email your response to the undersigned by July 24, 2018. Please forward promptly to each member of the Company's audit committee a copy of this letter. Please also forward to each member of the audit committee a copy of the Company's response. We also request that a copy of this letter and the Company's response be forwarded to the Company's auditors. Please confirm specifically in your response that this has been done.

We may have additional questions on the information you provide or upon further consideration of the information reviewed to date. After we have reviewed your response, we will write again with supplemental questions or confirm the completion of our review.

If you have any questions relating to the above, please contact the writers.

Yours truly,

“Jodie Hancock” “Michael Tang”

Senior Accountant Senior Legal Counsel, Tel: (416) 593-2316 Tel: (416) 593-2330 Email:[email protected] Email:[email protected]

- 4 - CAT_D_00001021/1 1171

DRAFT Confidential Attorney Client Privilege

Callidus Capital Corporation

Strategic Review & Remediation Plan

February 25, 2019 CAT_D_00001021/21172

Agenda

I. Executive Summary

II. Current State of the Business?

III. How Did CBL Get Here?

IV. Where does CBL want to be?

V. Preliminary Remediation Plan Recommendation

2 CAT_D_00001021/31173

Executive Summary

• The Company, the Shareholders and the team have all been through a challenging three years. CBL needs to focus on Stabilizing the platform, Monetizing non-core assets and Simplifying the business model back to a true Asset Based Lender

• Stabilize the Platform • CBL is in CRISIS and is no longer viable as a public company without a significant recapitalization of its balance sheet and a complete rotation of its portfolio from unprofitable, non-cash generating assets to stable to cash paying asset based loans • CBL requires significant annual funding just to maintain it’s own current operations and to fund its Operating Subsidiaries and Watchlist Loans. - Virtually all sources of liquidity are fully depleted - The Braslyn Privatization process may be the only viable option for CBL to remain a going concern • An immediate Remediation Plan is necessary to return to a profitable business and willrequire significant changes to CBL’s Governance, Credit Committee Approval Process, Loan Loss Provision/Valuation Approval Process, and Strategic Planning

• Monetize Non-core Assets • CBL has 15 of 17 non-core portfolio companies and should monetize assets as quickly as possible • In 2018, CBL funded $82 million to these companies to protect net carrying values

• Simplify the Business Model • Corrective initiatives will take up to two years to fully implement for CBL to reposition, rotate and rebuild CBL’s portfolio • Restart, Rebrand and Relaunch the platform and focus exclusively as an Asset Based Lender • Access near term funding to support current operations of CBL andmoney -losing subsidiaries as CBL transitions back to a lender from Distressed Private Equity • Access Growth capital in order to originate and rebuild build a cash paying Asset Based Loan portfolio that will generate enough positive income to fund on-going operations • Build a stable, diversified portfolio in order to raise less expensive debt capital to provide for a >10% ROIC net off losses

3 CAT_D_00001021/41174

Agenda

I. Executive Summary

II. Current State of the Business

III. How Did CBL Get Here?

IV. Where does CBL want to be?

V. Preliminary Remediation Plan Recommendation

4 CAT_D_00001021/51175

Current State of the Business • Callidus has transformed over the past five years from an Asset Based Lender to a Distressed Private Equity business with 59% of Investments being valued on an Enterprise Value approach rather than hard asset coverage • Cash Flow Concerns • CBL generated over $312 million in net losses over the last three years • 2018 generated $8.7 million of cash interest from its portfolio, yet had over $118 million in cash outflows to fund CBL Operations and existing portfolio cash deficits - $28 million spent to fund CBL operations; $82 million to fund losses at Operating Subsidiaries and watchlist loans; $8 million in interest payments • As of February 24, 2019, CBL has only $32 million cash remaining on its Balance Sheet of which approximately $5 million is restricted cash - CBL currently has three signed Term Sheets for new deals but lacks the capital to close any of these deals • No further access to Fund V participation or further Guarantee Advance or any other funding sources - CBL borrowed $135 million from Catalyst under the Subordinated Debt Bridge, Catalyst Guarantee Advance and hold backs to Catalyst Fund V participations • Projected liquidity for 2019 is estimated at negative $30 million and will end the year with $0 cash on hand • Valuation Concerns • Callidus Book Equity has fallen 76% from the IPO and its Market Capitalization has also fallen 91% from its peak in August 2015. • As of December 31, 2018, CBL will have a remaining Book Value of only $50 million and that will continue to decline in 2019 and trend negative quickly as Operating Losses continue and the Subordinated Debt Bridge Loan continues to accrete an additional $40 million in 2019 • As of Q3 2018, there was only $110 million (~$2/share) of remaining BV. As of December 31, 2018, Book Value is estimated at approximately $50 million or ~$1 per share

5 CAT_D_00001021/61176

Current State of the Business • Imminent Portfolio Concerns • Bluberi is a significant asset that is presently unstable - Licensing remains a significant problem - 2018 Bonuses and 2019 plan remain unapproved by CBL Credit Committee given the Unanimous Approval requirement - If Management leaves the company, value will quickly deteriorate - CBL performed a wide search for a new CEO in 2018 and was unsuccessful attracting a CEO due to concerns over a budget that was determined to be too aggressive • JD Norman is the latest threat to CBL and Catalyst, as it is a $95 million ($US) loan to a company that has encountered significant challenges which led to the need for additional capital immediately or possibly face bankruptcy

6 CAT_D_00001021/71177

Current State of the Business

• As of Q3 2018, CBL managed $550 million of net exposure (net of Fund V Participations), yet manages two distinctive pools of assets • Pool One: ~$330 million in six owned distressed/stressed subsidiaries requiring a Distressed Private Equity skill set • Pool Two: ~$250 million in 10 loans of which six effectively are/will be managed as wholly owned subsidiaries (i.e.,HRP Brownsville, Great Lakes, Arthon, Horizontal, Leader and JDNorman (new))

Pool One Pool Two Conclusion

• CBL does not have the requisite skill set, resources or capital to properly manage owned subsidiary assets

Footnote: All figure net of Fund V Participations

7 CAT_D_00001021/81178 CBL Stock/Market Cap Decline Driven by Weakening Loan Portfolio Performance and a Series of Dilutive Corporate Activities

• CBL currently trades at $1.70 per share or $97 million in market capitalization

• CBL trades at a .89x Book Value and .85x Braslyn’s $2 per share Privatization Offer based on September 30, 2018 balance sheet

• Performance of the stock has led to significant losses to shareholders and little confidence in the company

8 CAT_D_00001021/91179

Agenda

I. Executive Summary

II. Where is CBL Today?

III. How Did CBL Get Here?

IV. Where does CBL want to be?

V. Preliminary Remediation Plan Recommendation

9 CAT_D_00001021/101180

How did CBL Get Here?

Key Facts

• CBL has lost over 77% of Book Equity Value since the IPO in 2014 • CBL has also lost 91% of Market Capitalization from $1.139 Billion (Aug 25, 2015; 2.87x BV) to $96.45 million (Feb 15, 2019; .88x BV) • Loan Loss Provisions accounted for over $494 million as of September 30, 2018 • High Gross Loan Yields produced extremely low Net Yields after Loan Losses • Operating Company Subsidiaries have been and continue to be a drain on book value and liquidity for CBL

Conclusions

• Aggressive Enterprise Value valuations, “doubling down” on investments, and high Fees and PIK interest coupons drove unachievable realizations • Unsuccessful Corporate Actions including a Dilutive Share Repurchase and Dividend Program cost $272 million of book value and liquidity

10 • We expect further increase in LLPs for Q4 of approximately ~ $66 million CAT_D_00001021/111181

How did CBL Get Here?

11 CAT_D_00001021/121182

CBL Debt Summary 2014-2018

• Debt liabilities increased significantly in 2018 • Due to poor performance, access to third party debt funding has virtually vanished for CBL • Since CBL has not produced positive cash flow for several years, it has relied on unnatural sources of liquidity from Catalyst

12 CAT_D_00001021/131183

Conclusions

• CBL grew too aggressively post-IPO growing Gross Loans Receivable by 176% in 2 ½ years • Loan Loss Provisions began to surface in 2015 and have continued through 2018 • High Unsustainable Gross Loan Yields produced extremely low Net Yields after Loan Losses • New deal Origination was virtually halted in 2016 and capital was used to repurchase stock (above book value) and pay Dividends • Catalyst became the only source of capital due to poor performance

13 CAT_D_00001021/141184

CBL’s 2018 ACTUAL Cash Flow Bridge

• For 2018, cash flow from Operations was Negative $118 million • $28 million of CBL Operating Costs plus • $82 to fund Existing Portfolio to cover losses, working capital and capex - $56 million to Wholly Owned Subs + $26 million to W atchlist Loans while the Net Carrying Value declined $60 million over the year • $8mm of Interest Cost • $15 million Tax Refund is non-recurring • Only $31 million of New Investments in 2018 • Received $136 million in funds from Catalyst from $83 million in Guarantee Advances and $53 million in Fund V Participation hold-hold backs • Without Fund V Participation hold-backs cash would be $0

14 CAT_D_00001021/151185

….Driven by Weak Performance in CBL’s Lending Business

Project Resolve Repayment

Conclusions

• Beginning in 2016 Loan Loss Provisions began to accelerate and have continued to expand

• Except for $62 million remaining on the CLO, the current portfolio is unfinanceable due to performance issues and lack of sufficient diversification

• Along with the Catalyst Subordinated Debt Bridge, Over-advances from Guarantees and Participation Interest payables have been used as a source of funding

• The Subordinated Debt Bridge will accrete another $40 million in 2019

15 CAT_D_00001021/161186 Performance at CBL’s Owned Subsidiaries & Watchlist loans continue to drag on Book Value and Liquidity Callidus Capital Corporation Subsidiaries & Material Loans FX rate = 1.2545 FX rate = 1.3637 Avg rate = 1.2961 December 31, 2017 December 31, 2018 Net Net ∆ in Net Carrying Carrying ∆ in GLR ∆ in GLR (due ∆ in GLR (due to Carrying $MM CAD GLR LLP Value GLR LLP FX Value ∆ in GLR (due to FX) to net loss) actual funding) Value Bluberi 128.6 75.0 203.6 135.4 - 135.4 6.8 - (1.9) 8.7 (68.2) Harvey 34.2 (11.2) 23.1 39.3 (8.9) 30.3 5.0 3.1 1.9 7.2 Wabash 35.6 (8.9) 26.6 37.4 (23.9) 13.5 1.8 3.5 (9.2) 7.5 (13.1) Otto 80.9 10.2 91.1 95.0 26.7 121.6 14.1 7.9 (10.2) 16.4 30.6 C&C Value Add - - - C&C Quesnel 47.4 (21.9) 25.5 47.4 (21.9) 25.5 (0.0) - (0.0) (0.0) Midwest 21.7 (5.8) 15.9 26.6 (7.9) 18.7 4.9 2.3 (5.8) 8.3 2.8 Alken/Altair 29.1 (13.2) 15.9 28.8 (15.5) 13.2 (0.3) - (2.0) 1.7 (2.7) - - Horizontal 185.2 (131.9) 53.3 223.6 (165.3) 58.3 38.4 17.2 21.1 5.0 Leader 31.7 31.7 42.4 (38.2) 4.2 10.7 3.2 7.5 (27.5) Arthon 64.6 (19.8) 44.8 56.4 (27.2) 29.1 (8.2) (8.2) (15.6) Great lakes 44.9 (15.5) 29.4 50.0 (34.7) 15.4 5.1 4.0 1.2 (14.0) HRP ESCO (Oldco) 24.0 (21.6) 2.5 26.5 (26.5) - 2.4 2.1 0.3 (2.5) ESCO Opco 11.7 - 11.7 11.7 0.6 11.1 11.7 HRP Financial Instrument 46.9 (22.5) 51.9 (25.0) 26.8 5.0 4.1 0.8 26.8 774 .9 774.9 (187.1) 563.3 872.1 (368.5) - 503.7 97.3 48.0 (29.1) 78.4 (59.6) Delta 97.3 (181.3) (59.6)

Of the $97 million change in GLR, $48 million was due to FX and the remaining $44 million change is due to $78 million of net funding of which operating losses reduced values by $29 million. Conclusions • Operating performance a CBL Subsidiaries and Watchlist Loans continue to deteriorate resulting in a net write down of $60 million despite over $80 million in cash funding throughout the year

• It is apparent that in an effort to keep loan loss provisions lower, the 5 year Discounted Cash Flow model was used. As a result, these companies needed cash to fund losses, capex and working capital, otherwise these companies would be forced to liquidate which would produce a very significant write down to Net Carrying Values

• These fundings were approved by CBL Credit Committee

16 CAT_D_00001021/171187

CBL’s Liquidity Projections for 2019

Conclusions

• Organic Liquidity is very tight and historic sources of additional liquidity are now very limited (i.e., guarantee over advance, Fund V Interest Participations Deferrals, and Sub Debt Bridge) • CBL must do a much better job projecting liquidity • Owned Subsidiaries funding requirements including Capex, W/C and Operating Losses remains significant and challenging to meet. However, reducing fundings will have a direct and immediate negative impact on Valuations of owned Subsidiaries.

17 CAT_D_00001021/181188

Agenda

I. Executive Summary

II. Where is CBL Today?

III. How Did CBL Get Here?

IV. Where does CBL want to be?

V. Preliminary Remediation Plan Recommendation

18 CAT_D_00001021/191189

Qualities of a Successful Credit Manager

Callidus’ Grade Strong Leadership & Vision To Be Discussed Experienced & Committed People To Be Discussed Secure, Positive, Collaborative Corporate Culture To Be Discussed Proven Performance Track Record To Be Discussed Dynamic Proprietary Originations Platform To Be Discussed Repeatable, Scalable, Objective & Responsive Investment Process To Be Discussed Consensus Driven Decision Making & Shared Accountability To Be Discussed Independent, Objective Valuation/LLP Process with Proven “Back Tested” Results To Be Discussed Access to Low Cost Debt Capital To Be Discussed Sound Governance, Oversight, Hygiene & Compliance – (e.g., Avoid Conflict of Intertest) To Be Discussed Proven Risk Management System and Consistently Applied Protocols To Be Discussed High Percentage of Income from Recurring Cash Pay Interest Income To Be Discussed Strong External Relationships, Brand & Reputation To Be Discussed Effective Financial & Operations Infrastructure and Rigorous Control Environment To Be Discussed Alignment of Interests/Compensation to Investor Performance To Be Discussed

19 CAT_D_00001021/201190

What is Valued by the Market of the Investment Manager

• CBL is an Internally Managed commercial finance company

• Publicly traded credit managers trade on a combination as a multiple of NAV (i.e., Book Value) and ROE or Available capital left for distribution

• The Global Private Debt Market is among the fastest growing segments of Alternative Asset Investing

• The closest comparable companies to CBL are Business Development Companies in the US that trade on BV and an expected risk adjusted Dividend or ROE (8-12%)

• “Healthy” Internally Managed BDCs trade at a premium to BV given the market’s positive view of the Management Team’s track record, profitability, access and cost of capital

• Externally Managed BDC’s are valued in and around BV since the portfolio of loans can be repaid by the borrower

• Less healthy BDCs trade at a significant discount to Book Value because the market has lost confidence in the portfolio and expect more losses and a lower BV over time

• There have been several recent acquisitions and/or offers made to acquire portfolio and/or the manager

• Manager Values for healthy managers assume a 50% contribution margin on fees earned and apply a 4-5 multiple

• Given lack of profitability at CBL, it is more likely that the CBL Servicer/Manager platform would be valued on an Replacement Cost Approach of the Infrastructure, the perceived quality of the team and existing relationships versus a greenfield approach

20 CAT_D_00001021/211191

Agenda

I. Executive Summary

II. Where is CBL Today?

III. How Did CBL Get Here?

IV. Where do CBL want to be?

V. Preliminary Remediation Plan Recommendation

21 CAT_D_00001021/221192

CBL Preliminary Remediation Plan Recommendation

Action Item STEP 1 Complete Privatization or Balance Sheet Recapitalization ASAP STEP 2 Revamp Governance Oversight & Credit Committee Approval Process STEP 3 Monetize Wholly Owned Subs as soon as practicable STEP 4 Work out of ALL Watchlist Loans ASAP STEP 5 Secure short term funding to maintain operations STEP 6 Externalize CBL Management Company and manage legacy and New Investments separately STEP 7 Secure growth capital STEP 8 Rationalize expenses and right size team, G&A, legal, Accounting, rent and other public company expenses STEP 9 Restart, Rebrand and Relaunch STEP 10 Build a of ~20 healthy loans to securitize and reduce cost of capital and generate a 10-12% ROIC

22 CAT_D_00001021/231193

Preliminary CBL Expense Rationalization Plan Preliminary Conclusions

• CBL has a bloated infrastructure for an Asset Based Callidus Capital Lending business. However, given that CBL is Preliminary Expense Rationalization Plan ($000) managing both Distressed Private Equity and Loans as 2018E a public company under IFRS rules, it had been CBL Lending Business Operating Expenses $25,000 necessary to retain most of the staff to date Salaries $13,856 • G&A $3,533 There are several areas that can be addressed quickly Legal & Professional Fees $4,387 as a private company that can reduce operating Audit $1,702 expenses immediately Other (Legal, Audit, Ops, etc.) $1,522 $25,000 • However, it depends how much access to growth Adjustments capital to rebuild the portfolio that will determine the Public Company Costs Director Fees ($803) ultimate headcount and salary Legal & Professional Fees ($2,000) Audit & Accounting Fees ($1,000) • Compensation systems need to be addressed to more General & Administrative Expense ($889) closely align incentives to performance Insurance ($59) ($4,752)

Salaries Reductions ($3,000) Other G&A Reductions ($500) ($3,500) Total Adjustments ($8,252) Pro Forma Operating Costs $16,748

23 CAT_D_00001021/241194 …Performance at CBL’s Owned Subsidiaries continues to drag on Book Value and Liquidity

)

Primary Conclusions

• All owned subsidiaries have been both unprofitable and cash flow negative

• In 2018, CBL funded over $55 million into these subsidiaries and yet the enterprise values continued to deteriorate

• In additional, audit costs for CBL have skyrocketed due to consolidation required under IFRS

• All six subsidiaries should be sold in an orderly fashion as soon as is most practical

24 CAT_D_00001021/251195

CBL Portfolio Monetization Plan - Bluberi

Bluberi

Description Slot machines development, manufacturing & distribution

Net Carrying Value 12/31/18 $134 million

CLO Funding $18.7 million

Management Plan Aggressive

Funding Requirements in 2019 $0

Monetization Plan Hold until Q3 2019. If management is on track to hit plan, hire Gaming Industry Investment Bank and launch a sale process in Q4 2019 and close sale in Q1 2020.Expected value - $100-125 million if management achieves 2019 budget. If management misses plan - ~$75 million Risks • Management turnover due to non-payment of 2018 earned bonuses • Consistently missed previous budgets • Further Licensing Delays Bluberi (CAD '000s) 2018 2019 2020 2021 2022 2023 Total Revenue 21,396 25,829 46,102 65,083 86,757 113,125 358,292 EBITDA 4,977 9,777 24,130 39,154 57,523 80,421 215,982 Net Income (7,282) (1,208) 8,231 15,676 30,745 44,666 90,827 Capex (8,005) (6,193) (15,184) (19,094) (22,020) (24,201) (94,696) Changes in W/C (4,059) (1,076) (5,377) (5,035) (5,749) (6,994) (28,289) Total repay / (funding)* (7,087) 2,509 3,569 15,025 29,754 49,226 92,996

25 CAT_D_00001021/261196

CBL Portfolio Monetization Plan - Otto Otto

Description Manufacturer of plastic injection molded waste containers

Net Carrying Value 12/31/18 $ million

CLO Funding $18.75 million

Management Plan Legacy Business – Moderate Carts as a Service – Venture Risk Funding Requirements in 2019 $3 million

Monetization Plan Market company as soon as possible. Hire investment bank in Q1. Two strategics interested (IPL and Akon Investment) and are interested in strategically located manufacturing locations. Expected Range $30-$40 million. Risks • Warranty issue with Waste Management – TBD • Contract renewal with Waste Management • Otto/Callidus credit profile cause for concern by key suppliers

Otto (USD '000s) 2018 2019 2020 2021 2022 2023 Total Legacy and Caas combined Revenue 101,370 104,479 124,041 128,914 128,779 587,583 Forecast is only 4 years out (ie. till FYE 2022) EBITDA (13,833) 4,442 17,767 19,903 19,827 48,106 Net Income (21,946) (6,389) 4,713 6,356 6,479 (10,787) Capex (5,163) (10,248) (12,289) (5,474) (5,082) (38,256) Changes in W/C (4,673) 2,860 (3,003) (1,547) 119 (6,244) Total repay / (funding)* (23,669) (2,945) 2,475 12,882 14,864 - 3,606

26 CAT_D_00001021/271197

CBL Portfolio Monetization Plan - Wabash

Wabash

Description Green sand casting manufacturing

Net Carrying Value 12/31/18 $ 18.1million (US$)

CLO Funding $0

Management Plan Requires winning new lager contracts

Funding Requirements in 2019 $5.1 million

Monetization Plan Hold until Q4 2019. If management on track, hire Investment Bank to determine if there is demand for the company’s or its plant assets. Would likely only include strategics interested in Wabash’s capacity versus financial buyers at this point given negative EBITDA. Expected value of $15-18 million if company on plan or $8-10 million. Risks • Tesla volumes uncertainty • Requires $5.1 million on new capex in 2019

Wabash (USD '000s) 2018 2019 2020 2021 2022 2023 Total Revenue 6,312 16,504 30,299 40,761 48,587 53,673 196,137 EBITDA (5,339) (1,913) 4,566 8,967 10,274 11,513 28,068 Net Income (7,946) (5,391) 748 5,087 6,524 7,939 6,962 Capex (1,442) (2,000) (2,000) (2,500) (2,500) (3,000) (13,442) Changes in W/C (924) (1,211) (2,032) (1,399) (1,139) (740) (7,446) Total repay / (funding)* (7,705) (5,124) 534 5,068 6,634 7,772 7,180

27 CAT_D_00001021/281198

CBL Portfolio Monetization Plan - Midwest

Midwest

Description Regional Asphalt Paving

Net Carrying Value 12/31/18 $ million

CLO Funding $14.4 million

Management Plan Fair, but weather dependent

Funding Requirements in 2019 $0

Monetization Plan If company has a strong spring season and can produce a $3 million of Run Rate EBITDA, then market the asset in 3Q 2019. Estimated 5x EBITDA or $15 million in proceeds Risks • Still recovering from Bankruptcy • Small company subject to uncontrollable risks (e.g., weather)

Midwest (USD's) 2018 2019 2020 2021 2022 2023 Total TCF Bank funded approx $3mm of the FY'18 CAPEX Revenue 25,988 30,202 34,782 39,082 43,901 49,237 223,192 EBITDA (2,968) 1,131 2,201 2,984 4,040 4,942 12,330 Net Income (4,441) (1,028) (10) 728 1,706 2,742 (303) Capex (4,460) (1,023) (1,500) (1,500) (1,500) (1,500) (11,483) Changes in W/C (1,950) 307 (546) (513) (574) (636) (3,912) Total repay / (funding)* (9,377) 415 155 971 1,966 2,806 (3,064)

28 CAT_D_00001021/291199

CBL Portfolio Monetization Plan – C&C Value Added Lumber C&C Value Added Lumber

Description Manufacturer of Value Added specialty lumber

Net Carrying Value 12/31/18 $25.5 million

CLO Funding $0

Management Plan Venture Risk to commercialize manufacturing of New Products

Funding Requirements in 2019 $7-10 million

Monetization Plan Hold until Q4 2020. If successful in producing and selling new products, seek to sell in first half 2021. Risks • Commercialization of manufacturing delayed • Significant Capex required

C&C Value Added 2018 2019 2020 2021 2022 2023 Total Forecasts are only three years out (ie. till FYE 2021) Revenue 40,313 50,755 50,755 141,823 No 2018 data as value add is a new operation as of Jan 2019 EBITDA 4,961 13,492 13,492 31,944 Net Income 1,998 9,200 8,266 19,464 Capex (6,745) (4,575) (4,365) (15,685) Changes in W/C (5,186) 239 5,861 915 Total repay / (funding)* - (6,969) 9,156 14,988 - - 17,175

29 CAT_D_00001021/301200

CBL Portfolio Monetization Plan - Altair

Altair/Alken

Description Oil Well drilling services

Net Carrying Value 12/31/18 $ 13.2 million

CLO Funding $0

Management Plan Aggressive

Funding Requirements in 2019 $0

Monetization Plan Management currently pursuing new customers within Mining and Oil & Gas industries. If unsuccessful, move to liquidation in Q2 or Q4 (industry auctions). Proceeds estimated at $2-$4 million Risks • Unsuccessful in winning new business in new industries • Industry Risks • Negotiation & Execution of liquidations

Altair 2018 2019 2020 2021 2022 2023 Total Forecasts are only two years out (ie. till FYE 2020) Revenue 3,283 12,196 11,800 27,279 EBITDA (1,279) 2,156 3,086 3,963 Net Income (3,144) (3,144) Capex (366) (354) (720) Changes in W/C (0) - - (0) Total repay / (funding)* (1,279) 1,790 2,732 3,243

30 CAT_D_00001021/311201

Disclaimer

This presentation has been prepared by Patrick Dalton at the request of the Independent Directors of Callidus Capital Corporation (“Callidus”) in connection with the Consulting Agreement between Callidus and Patrick Dalton dated October 29, 2018. Nothing contained herein (including Mr. Dalton’s views, opinions, or recommendations) constitutes investment, legal, tax or other advice nor is it to be relied on in making any decision. The information in this material is current only as of the date indicated and may be superseded by subsequent events. This presentation may contain statements that are not historical facts and constitute projections, forecasts or forward-looking statements. When Mr. Dalton uses words like “believes,” “needs”, “expects,” “anticipates,” “intends,” “”plans,” “estimates,” “may,” “”should,” “or similar expressions, or when Mr. Dalton discusses a recommended strategy or plans or valuations, he is making projections, forecasts or forward-looking statements. These statements are not guarantees of performance or value. The assumptions involve risks and uncertainties that could cause results and value to differ materially from those expressed herein. This presentation has been provided for informational purposes only and is being circulated on a confidential basis. This presentation must not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by the recipient to any other person. Receipt of this presentation constitutes an express agreement to be bound by the confidentiality and other terms set out herein. The information contained in the document is intended for the Board of Directors of Callidus Capital and their respective Counsel. Circulation or reproduction of this document outside of Callidus Capital Corporation or its Affiliates is not permitted. The information contained in the this document is proprietary and confidential. Mr. Dalton assumes no responsibility or liability for any errors or omissions in this document. The information contained in this document is provided on an “as is” basis with no guarantees of completeness, accuracy, usefulness or timeliness and without warranties of any kind whatsoever, expressed or implied.

31 To: David A. Hausman[[email protected]] 1202 Cc: [email protected][[email protected]] From: [email protected][[email protected]] Sent: Fri 11/6/2015 8:33:36 AM (UTC-05:00) Subject: Re: Callidus

David,

10:30?

Cullen Price Senior Litigation Counsel Ontario Securities Commission 20 Queen St. West Toronto, ON M5H 3S8

> On Nov 5, 2015, at 3:43 PM, David A. Hausman wrote: > > Alexis and Cullen, I was hoping that we could speak for a few minutes tomorrow regarding the Callidus short sale matter. Thx. > > D. > > Sent from my iPhone > This email contains privileged or confidential information and is intended only for the named recipients. If you have received this email in error or are not a named recipient, please notify the sender and destroy the email. A detailed statement of the terms of use can be found at the following address http://www.fasken.com/termsofuse_email/. > > Ce message contient des renseignements confidentiels ou privilégiés et est destiné seulement à la personne à qui il est adressé. Si vous avez reçu ce courriel par erreur, S.V.P. le retourner à l'expéditeur et le détruire. Une version détaillée des modalités et conditions d'utilisation se retrouve à l'adresse suivante http://www.fasken.com/fr/termsofuse_email/.

This message is intended only for the use of the addressee and may contain information that is privileged and confidential. If you are not the intended recipient or have received this communication in error, you are hereby notified that any unauthorized use or disclosure is strictly prohibited. Please notify the sender immediately and delete the original without making a copy or disclosing its contents.

Le présent message s'adresse exclusivement à son destinataire et peut contenir des renseignements privilégiés et confidentiels. Si vous n'êtes pas le destinataire de ce document ou si vous l'avez reçu par erreur, vous êtes par la présente avisé qu'il est strictement interdit de le divulguer ou de l'utiliser sans autorisation. Veuillez en avertir l'expéditeur immédiatement et détruire le message original sans le copier ou en révéler le contenu. To: [email protected][[email protected]] 1203 From: Jim Riley[[email protected]] Sent: Fri 6/30/2017 1:10:25 PM (UTC-04:00) Subject: Fwd:

These are the names we mentioned as possibly involved.

Sent from my iPhone

Begin forwarded message:

From: Dan Gagnier Date: June 29, 2017 at 4:06:51 PM EDT To: Jim Riley

Marc Cohodes

West Face

Kevin Baumann

Nathan Anderson of Clarity Spring http://www.clarityspring.com/about-us/ DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Jonathan YU'[[email protected]] 1204 Cc: Ann Koenig[[email protected]]; Steven Frazer[[email protected]]; Jim Riley ([email protected])[[email protected]]; Brian H. Greenspan[[email protected]] From: Naomi M. Lutes[[email protected]] Sent: Wed 8/9/2017 6:30:15 PM (UTC-04:00) Subject: RE: Meeting Today

Good afternoon Cst. Yu:

On behalf of Jim and myself, it was a pleasure meeting with you and your colleagues last week.

We are compiling answers to the questions I noted in my “follow-up list” during our meeting and hope to provide that additional information to you tomorrow. In the meantime, I wanted to bring to your attention an article which was published in the Wall Street Journal this afternoon about Catalyst which claims that at least four individuals have filed “whistleblower complaints” with Canadian securities regulators: https://www.wsj.com/articles/canadian-private-equity-giant-accused-by-whistleblowers-of-fraud-1502307145

Sincerely,

Naomi M. Lutes

From: Jonathan YU [mailto:[email protected]] Sent: Thursday, August 03, 2017 1:42 PM To: [email protected] Cc: Naomi M. Lutes; Ann Koenig; Steven Frazer Subject: Meeting Today

Hi Jim,

Thanks for meeting with us today and sharing the information you have.

As always, feel free to reach out to us.

Regards,

Cst. Jonathan Yu, CPA, CA, CFE GTA Financial Crime (IMET) Royal Canadian Mounted Police Phone: 647 255-5025 Cell: 905 512-1586 E-mail: [email protected]

This document is the property of the Royal Canadian Mounted Police (RCMP). It is loaned to your agency on the understanding that it is not to be further disseminated, reclassified, or used in affidavits, court proceedings, or other legal or judicial process without the consent of the originator. Distribution within your agency is to be done on a need-to-know basis. The document is to be protected in accordance with normal safeguards for law enforcement information. Please contact the sender for any clarifications regarding the information or the caveat. To: [email protected][[email protected]] 1205 Cc: Riley, Jim[[email protected]] From: Jon Levin[[email protected]] Sent: Wed 8/9/2017 7:21:35 PM (UTC-04:00) Subject: Callidus Capital Callidus Statement_ August FINAL.PDF

Further to our meeting a couple of weeks ago and our call this morning, below is a copy of a Wall Street Journal story about Callidus Capital Corporation that was issued by that paper at 3:29 pm today and attached is a response from Callidus which was issued a few minutes ago. The impact of the Wall Street Journal story was to cause an immediate sell-off in the shares of Callidus. According to my iphone, they today dropped from a price $15.34 per share to $12.06, a drop of $3.28 or more than 21%.

Callidus considers it to be an outrageous abuse of the OSC’s whistleblower policy that, according to the Wall Street Journal, four separate whistleblower complaints were delivered to it regarding Callidus. Callidus advises me that it has never seen such complaints and knows of no legitimate basis for any such complaint.

For the Wall Street Journal to receive such complaints, presumably from four separate complainants, suggests to Callidus that the complainants have carefully coordinated their efforts with a view to achieving news coverage that would adversely affect the trading price of the Callidus shares. Callidus assumes that the objective of the complainants was for someone to make a profit from short sales.

We would like to meet with you next Tuesday as per your suggestion, if not sooner, to discuss the foregoing. We can be available at 10:00 am if that time works.

-- Jon Levin | Partner T. +1 416 865 4401 | M. +1 416 543 1209 | F. +1 416 364 7813

[email protected] | http://www.fasken.com/en/jon-levin Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG

Canadian Private-Equity Giant Accused by Whistleblowers of Fraud Dow Jones Institutional News, By Rob Copeland and Jacquie McNish, Wednesday, 09 August 2017, 19:29 GMT , 1085 Words, Copyright © 2017, Dow Jones & Company, Inc. (Document DJDN000020170809ed89003ax)

TORONTO -- At least four individuals have filed whistleblower complaints with Canadian securities regulators alleging fraud at a multibillion-dollar investment firm and its publicly traded lending arm, according to people familiar with the matter and documents reviewed by The Wall Street Journal.

Catalyst Capital Group Inc., one of Canada's largest private-equity firms, is accused in the complaints of artificially inflating the value of some of its assets and deceiving borrowers about the terms of loans it made. The complaints have prompted officials at the Ontario Securities Commission, the country's leading securities regulator, to make inquiries and question people familiar with Catalyst, according to the people and documents.

A unit of the Toronto Police Service that specializes in financial crimes has separately begun its own inquiries, a department spokeswoman said.

The inquiries don't necessarily lead to an investigation.

Catalyst is led by Newton "Newt" Glassman, 53 years old, who has described his businesses as the " Goldman Sachs of Canada."

His private-equity firm, which oversees 6 billion Canadian dollars ($4.8 billion) for international clients, is one of the country's more aggressive investors, industry executives say. Catalyst mostly invests in high-interest loans to financially distressed firms such as casino game makers or biopharmaceutical companies, and sometimes takes control of the businesses if the loans aren't paid. Company officials wouldn't comment for this article. 1206

Under a program begun last year, Ontario regulators accept whistleblower submissions from any individual with original information about an alleged violation of securities law. Regulators dismiss many complaints without any inquiries, according to people familiar with the process. Those reports that merit a review are sent to the program's inquiries team, which conducts interviews and other research before deciding whether to open a formal investigation, the people said.

Some but not all of the filers of the Catalyst whistleblower complaints have worked at companies that borrowed money from Mr. Glassman's firms, and later had their businesses seized, said people familiar with the matter. Some are involved in litigation with Catalyst, the people said. Some of the complaints involve a series of loans to a small technology distributor, while others focus on other investments and the firm's accounting.

Each of the complainants may receive up to C$5 million under the OSC whistleblower program if their allegations prove true.

Neither Mr. Glassman nor his companies have been accused by authorities of any wrongdoing.

Mr. Glassman is also chief executive of Callidus Capital Corp., a so-called alternative lender listed on the Toronto Stock Exchange. Callidus's lending practices are also a subject of the whistleblower complaints, according to the people and documents.

Catalyst funds own a majority of Callidus's public shares and some senior executives work concurrently at both firms.

Catalyst is ranked among the top fundraisers for investments in distressed debt over the past decade, with more than $4 billion of new money collected, according to researcher Preqin. Catalyst is considering raising another such fund as soon as this fall, said people familiar with the matter.

Existing investors include the endowments of Harvard University, McGill University and wealthy clients of Morgan Stanley, according to people familiar with the matter.

A trained lawyer, Mr. Glassman founded Catalyst in 2002 after working at private-equity giant Cerberus Capital. He earned a reputation for lending when others wouldn't, such as to companies on the brink of bankruptcy, a strategy that consistently led to double-digit annual returns.

Catalyst this spring was awarded "Global Private Equity Turnaround Firm Of The Year" from the Global M&A Network, a trade group, for recent investments in companies like troubled film studio Relativity Media LLC.

Well-known in Canadian business circles, Mr. Glassman is protective of his own privacy. He has at times forbidden friends and journalists from taking his photograph.

His companies sometimes file multiple lawsuits against borrowers believed to have violated the terms of their loans.

One of those borrowers is Jeff McFarlane.

Mr. McFarlane is the former chief executive of computer distributor Xchange Technology Group, known as XTG. He said his company began borrowing from Callidus in late 2012 after the lender purchased its $11.6 million loan from a U.S. bank.

Within a year, Xchange was in insolvency proceedings. Callidus purchased the company for about $34 million, according to court documents.

When Callidus went public in 2014, Catalyst, its majority shareholder, agreed to cover future losses on loans including Xchange.

In September 2015, Callidus recorded the Xchange investment as an asset for sale at C$66.9 million in a quarterly earnings report.

Then in March 2016, Catalyst transferred C$101 million to Callidus for Xchange, "an amount equal to the total outstanding principal plus accrued and unpaid interest," filings show.

In December 2016, Catalyst told its investors that the Xchange stake was only worth a fraction of what it had paid that March, triggering losses on two of its funds, according to one of the whistleblower complaints and documents reviewed by the Journal.

Mr. McFarlane confirmed he filed one of the whistleblower complaints. His complaint, and one other, alleges that Catalyst funds overpaid Callidus to acquire the Xchange investment, and delayed and underreported potential losses. "I have serious concerns about the integrity of Callidus's accounting around XTG," Mr. McFarlane said. 1207

Last month, the Court of Appeal for Ontario found Mr. McFarlane responsible for a personal guarantee on Xchange's debts that was far less than Callidus was seeking in a civil suit.

Mr. Glassman's companies have also sued or counter sued government agencies and former employees for damages in relation to alleged business breaches and misconduct.

Callidus in February sued a former employee and alleged he was responsible for "artificially inflating" the financial performance of some of its investments, including Xchange. The employee responded in a court filing denying that, and said Callidus made the claim to deflect attention from "multiple complaints and regulatory investigations." Litigation is ongoing.

As part of its quarterly earnings, Callidus in May disclosed that its accounting practices were under review from the OSC. Mr. Glassman told analysts at that time that the review was "nothing extraordinary." He added, "If there was a significant issue with the Commission, I'm fairly certain the Commission would force us to disclose it."

Callidus shares are down 19% this year.

(END) Dow Jones Newswires

August 09, 2017 15:29 ET (19:29 GMT)

Ce message contient des renseignements confidentiels ou privilégiés et est destiné seulement à la personne à qui il est adressé. Si vous avez reçu ce courriel par erreur, S.V.P. le retourner à l'expéditeur et le détruire. Une version détaillée des modalités et conditions d'utilisation se retrouve à l'adresse suivante http://www.fasken.com/fr/termsofuse_email/. To: 'Jonathan YU'[[email protected]] 1208 Cc: 'Ann Koenig'[[email protected]]; 'Steven Frazer'[[email protected]]; 'Jim Riley ([email protected])'[[email protected]]; Brian H. Greenspan[[email protected]] From: Naomi M. Lutes[[email protected]] Sent: Thur 8/10/2017 8:32:40 AM (UTC-04:00) Subject: RE: Meeting Today

Good morning:

Further to my email of yesterday afternoon, please find below the full text of the Wall Street Journal article, as the link I had sent was a subscriber link.

A unit of the Toronto Police Service that specializes in financial crimes has separately begun its own inquiries, a department spokeswoman said.

The inquiries don't necessarily lead to an investigation.

Catalyst is led by Newton "Newt" Glassman, 53 years old, who has described his businesses as the " Goldman Sachs of Canada."

Company officials wouldn't comment for this article.

Each of the complainants may receive up to C$5 million under the OSC whistleblower program if their allegations prove true.

Neither Mr. Glassman nor his companies have been accused by authorities of any wrongdoing.

Catalyst funds own a majority of Callidus's public shares and some senior executives work concurrently at both firms. Catalyst is ranked among the top fundraisers for investments in distressed debt over the past decade, with more than $4 billion of new money1209 collected, according to researcher Preqin. Catalyst is considering raising another such fund as soon as this fall, said people familiar with the matter.

Existing investors include the endowments of Harvard University, McGill University and wealthy clients of Morgan Stanley, according to people familiar with the matter.

Well-known in Canadian business circles, Mr. Glassman is protective of his own privacy. He has at times forbidden friends and journalists from taking his photograph.

His companies sometimes file multiple lawsuits against borrowers believed to have violated the terms of their loans.

One of those borrowers is Jeff McFarlane.

Within a year, Xchange was in insolvency proceedings. Callidus purchased the company for about $34 million, according to court documents.

When Callidus went public in 2014, Catalyst, its majority shareholder, agreed to cover future losses on loans including Xchange.

In September 2015, Callidus recorded the Xchange investment as an asset for sale at C$66.9 million in a quarterly earnings report.

Then in March 2016, Catalyst transferred C$101 million to Callidus for Xchange, "an amount equal to the total outstanding principal plus accrued and unpaid interest," filings show.

Last month, the Court of Appeal for Ontario found Mr. McFarlane responsible for a personal guarantee on Xchange's debts that was far less than Callidus was seeking in a civil suit.

Mr. Glassman's companies have also sued or counter sued government agencies and former employees for damages in relation to alleged business breaches and misconduct.

Callidus shares are down 19% this year.

(END) Dow Jones Newswires August 09, 2017 15:29 ET (19:29 GMT) 1210

Naomi M. Lutes

From: Naomi M. Lutes Sent: Wednesday, August 09, 2017 6:30 PM To: 'Jonathan YU' Cc: Ann Koenig; Steven Frazer; Jim Riley ([email protected]); Brian H. Greenspan Subject: RE: Meeting Today

Good afternoon Cst. Yu:

On behalf of Jim and myself, it was a pleasure meeting with you and your colleagues last week.

Sincerely,

Naomi M. Lutes

From: Jonathan YU [mailto:[email protected]] Sent: Thursday, August 03, 2017 1:42 PM To: [email protected] Cc: Naomi M. Lutes; Ann Koenig; Steven Frazer Subject: Meeting Today

Hi Jim,

Thanks for meeting with us today and sharing the information you have.

As always, feel free to reach out to us.

Regards, 1211

Cst. Jonathan Yu, CPA, CA, CFE GTA Financial Crime (IMET) Royal Canadian Mounted Police Phone: 647 255-5025 Cell: 905 512-1586 E-mail: [email protected]

This document is the property of the Royal Canadian Mounted Police (RCMP). It is loaned to your agency on the understanding that it is not to be further disseminated, reclassified, or used in affidavits, court proceedings, or other legal or judicial process without the consent of the originator. Distribution within your agency is to be done on a need-to-know basis. The document is to be protected in accordance with normal safeguards for law enforcement information. Please contact the sender for any clarifications regarding the information or the caveat. To: Irena Pantic[[email protected]] 1212 Cc: Riley, Jim[[email protected]]; Matthew Britton[[email protected]] From: Jon Levin[[email protected]] Sent: Thur 8/10/2017 9:00:42 AM (UTC-04:00) Subject: Re: Callidus Capital image002.jpg

Thank you. Callidus is very upset by what has happened. Callidus feels that what rumour and innuendo are being used unscrupulously to pursue an ulterior purpose such as short sales to the prejudice of public shareholders. If it is possible to meet earlier than Tuesday, that would be appreciated. If not, we understand.

Jon Levin Fasken Martineau DuMoulin LLP Barristers & Solicitors Patent & Trade-mark Agents

Tel: 416 865 4401 Fax: 416 364 7813 www.fasken.com

333 Bay Street, suite 2400 Bay Adelaide Centre, Box 20 Toronto ON M5H 2T6 Canada

On Aug 10, 2017, at 8:56 AM, Irena Pantic wrote:

Thank you Mr. Levin.

I will sent an invite for the Tuesday's meeting at 10:00 a.m. promptly.

Regards,

Irena

From: Jon Levin [mailto:[email protected]] Sent: August-09-17 7:22 PM To: Irena Pantic Cc: Riley, Jim Subject: Callidus Capital

We would like to meet with you next Tuesday as per your suggestion, if not sooner, to discuss the foregoing. We can be available at 10:00 am if that time works. 1213

-- Jon Levin | Partner T. +1 416 865 4401 | M. +1 416 543 1209 | F. +1 416 364 7813

[email protected] | http://www.fasken.com/en/jon-levin Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG

A unit of the Toronto Police Service that specializes in financial crimes has separately begun its own inquiries, a department spokeswoman said.

The inquiries don't necessarily lead to an investigation.

Catalyst is led by Newton "Newt" Glassman, 53 years old, who has described his businesses as the " Goldman Sachs of Canada."

Company officials wouldn't comment for this article.

Each of the complainants may receive up to C$5 million under the OSC whistleblower program if their allegations prove true.

Neither Mr. Glassman nor his companies have been accused by authorities of any wrongdoing.

Catalyst funds own a majority of Callidus's public shares and some senior executives work concurrently at both firms. Catalyst is ranked among the top fundraisers for investments in distressed debt over the past decade, with more than $4 billion of new money1214 collected, according to researcher Preqin. Catalyst is considering raising another such fund as soon as this fall, said people familiar with the matter.

Existing investors include the endowments of Harvard University, McGill University and wealthy clients of Morgan Stanley, according to people familiar with the matter.

Well-known in Canadian business circles, Mr. Glassman is protective of his own privacy. He has at times forbidden friends and journalists from taking his photograph.

His companies sometimes file multiple lawsuits against borrowers believed to have violated the terms of their loans.

One of those borrowers is Jeff McFarlane.

Within a year, Xchange was in insolvency proceedings. Callidus purchased the company for about $34 million, according to court documents.

When Callidus went public in 2014, Catalyst, its majority shareholder, agreed to cover future losses on loans including Xchange.

In September 2015, Callidus recorded the Xchange investment as an asset for sale at C$66.9 million in a quarterly earnings report.

Then in March 2016, Catalyst transferred C$101 million to Callidus for Xchange, "an amount equal to the total outstanding principal plus accrued and unpaid interest," filings show.

Last month, the Court of Appeal for Ontario found Mr. McFarlane responsible for a personal guarantee on Xchange's debts that was far less than Callidus was seeking in a civil suit.

Mr. Glassman's companies have also sued or counter sued government agencies and former employees for damages in relation to alleged business breaches and misconduct.

Callidus shares are down 19% this year.

(END) Dow Jones Newswires August 09, 2017 15:29 ET (19:29 GMT) 1215

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Le présent message s'adresse exclusivement à son destinataire et peut contenir des renseignements privilégiés et confidentiels. Si vous n'êtes pas le destinataire de ce document ou si vous l'avez reçu par erreur, vous êtes par la présente avisé qu'il est strictement interdit de le divulguer ou de l'utiliser sans autorisation. Veuillez en avertir l'expéditeur immédiatement et détruire le message original sans le copier ou en révéler le contenu. . Ontario Securities Commission To: [email protected][[email protected]]; [email protected][[email protected]] 1216 Cc: Riley, Jim[[email protected]] From: Jon Levin[[email protected]] Sent: Tue 8/15/2017 11:17:09 AM (UTC-04:00) Subject: Letter to OSC with schedules Letter to OSC dated August 15, 2017.PDF

Please see the attached

-- Jon Levin | Partner T. +1 416 865 4401 | M. +1 416 543 1209 | F. +1 416 364 7813

[email protected] | http://www.fasken.com/en/jon-levin Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG

Fasken Martineau DuMoulin LLP Barristers and Solicitors + 1 416 366 8381 General FASKEN Patent and Trade-mark Agents + 1 416 364 7813 Fax 1 800 268 8424 Toll-free MARTINEAU VY Bay Adelaide Centre 333 Bay Street, Suite 2400 fasken.com P.O. Box 20 Toronto, Ontario M5H 2T6 Canada

Jon Levin Direct +1 416 865 4401 [email protected]

August 15, 2017

By email

Ontario Securities Commission 20 Queen Street West Toronto, Ontario M5H 3S8

Attention: Irena Pantie and Matthew Britton

Ladies and Gentlemen:

Re: Callidus Capital Corporation

My firm acts as counsel to Callidus Capital Corporation ("Callidus") and I am writing in that capacity.

You will recall that Jim Riley, a director and officer of Callidus, and I met with you on June so"* on behalf of Callidus. We discussed with you Callidus' concerns that certain persons were apparently misusing Whistleblower Reports filed under the OSC's Whistleblower Policy in order to attempt to obtain publication by Reuters of a negative article regarding Callidus.

I mentioned to you that, on June 26th, I had limched with a hedge fund manager who told me of Whistleblower Reports that had been filed with the OSC, the Joint Serious Offences Taskforce ("JSOT") and the City of Toronto Police and told me of related responses received from the authorities as well as his expectation that all would be published in the press by June 28th or 29th (the 29th being the date of the Callidus annual shareholder meeting). The hedge fund manager advised me that the Whistleblower Reports in substance dealt with allegations of improper asset transactions and fraudulent financial statement reporting by Callidus and by various investment funds managed by The Catalyst Capital Group Inc., which funds control Callidus. The hedge fund manager also advised me that the hedge fund had neither a long nor a short position in the Callidus shares. I advised you that I returned from lunch and immediately contacted Mr. Riley to ask if Callidus had any knowledge of such reports and the related responses. He advised me that Callidus had no such knowledge.

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG 1218

MARTIN EAU VV/

Page 2

Mr. Riley advised you that, on June 28th, Callidus was contacted by a reporter from Thomson Reuters ("Reuters") and was advised that, consistent with what I had been told by the hedge fund manager, the reporter was threatening to publish an article the following day about the Whistleblower Reports and responses including allegations of the type referred to by the hedge fund manager as described above. Mr. Riley and I advised that attempts were made by or on behalf of Callidus to persuade Reuters not to proceed with the article on the basis that, among other things, the attempt by unknown persons to misuse Whistleblower Reports in this manner was almost certainly an attempt to manipulate the share price of Callidus on the Toronto Stock Exchange (perhaps in connection with a short sale strategy) and that there was no credible source for the facts being alleged. As well, we advised you that we had made the point to Reuters that a response (likely a form letter) to a Whistleblower Report from a regulatory authority acknowledging receipt of the Report and advising that inquiries would be undertaken was not the same as saying an investigation or enforcement proceeding was under way. We also stated to you that we had made the point to Reuters that, if multiple Whistleblowers had filed Whistleblower Reports and delivered copies to Reuters, it was nothing less than extraordinary that Reuters would have copies but Callidus would not (Reuters declined to provide copies). We told you that we had advised Reuters that the obvious conclusion was that Reuters was being used as a tool to further an agenda of the Whistleblowers. We mentioned to you during our meeting that, if such Whistleblower Reports and responses exist, unless there was a leak within the OSC or JSOT or the Toronto police (which we doubted), the existence of the Whistleblower Reports could only have been disclosed to Reuters directly or indirectly by the individuals who had filed same.

To date, Reuters has not published the article they were proposing but we expressed to you concern that, if Whistleblower Reports and responses of the type referred to did exist and had been disclosed to third parties such as the hedge fund manager referred to above and to Reuters, disclosure of same was surely an abuse of the Commission's Whistleblower Policy. th On July 20 ,1 was contacted by a reporter from the Wall Street Journal (the "WSJ") who proceeded to tell me virtually the same information that Reuters had previously imparted. I advised the reporter of my lunch with the hedge fund manager and the subsequent contact from Reuters. I told the reporter that it seemed that whoever had made the disclosure to Reuters was dissatisfied by the lack of any published story and was now shopping the same story to other news media.

I proceeded to report the conversation that I had with the WSJ to Callidus and thereafter attempted to contact you to arrange a meeting. In due course, a meeting was arranged for August 15"^. However, in lieu of that meeting you subsequently asked that I record the purpose of the meeting I writing, which is why I am writing this letter. 1219

MARTIN EAU VL/

Page 3

We made attempts to persuade the WSJ not to publish any article and presented similar arguments and comments to those we presented to Reuters as set forth above. The WSJ nevertheless did publish an article at 3:29 pm on August 9, 2017 (please see Schedule A). The Callidus share price immediately dropped and lost 21% on the day.

Callidus has complained to the WSJ about the accuracy and tone of the story as well as the fact that its sources were hardly credible since they primarily appeared to be guarantors of loans previously made by Callidus where such loans had defaulted without repayment, where Callidus had enforced its security for such loans through court proceedings and where Callidus had enforced or was seeking to enforce guaranties of such loans also through court proceedings. Callidus' complaints resulted in some minor revisions to the article (please see Schedule B). As Callidus was dissatisfied with such revisions, it issued its own press release (please see Schedule C).

Callidus wishes to meet with you in order to raise with you the following matters;

1. Surely the purpose of the OSC's Whistleblower Policy does not encompass public disclosure by or on behalf of the Whistleblowers of the unsubstantiated contents of their Whistleblower Reports.

2. Surely it is improper under the strict terms of the OSC Whistleblower Policy for the Whistleblower to reveal any response received by him or her from the OSC.

3. The publication of the WSJ story resulted in a very substantial loss to Callidus shareholders, although Callidus advises that it knows of no legitimate basis for any Whistleblower Report.

4. Callidus is of the view that the OSC should be investigating whether the Whistleblowers or persons with whom they have some form of relationship were pursuing an effort to manipulate the Callidus share price, as that seems to be the only logical explanation for what has happened.

5. Callidus is of the view that it would be appropriate for the OSC to consider whether the Whistleblower Policy should be revised in light of the abuses referred to above.

6. Callidus is of the view that, pending consideration of potential revisions to the Whistleblower Policy, the OSC should give consideration to publishing a public notice to remind the media that they should be very careful if they choose to report the existence of Whistleblower Reports since the contents of such reports are merely unsubstantiated allegations and media articles reporting unsubstantiated allegations could well be used to manipulate the trading price of securities in public markets to the prejudice of iimocent investors. 1220 FASKEN MARTIN EAU

Page 4

After you have had an opportunity to consider the foregoing, please do not hesitate to contact me. As mentioned, we would he pleased to meet with you to amplify our views concerning the foregoing and provide additional information if that would he helpful.

Yours very truly,

FASKEN MARTINEAU DuMOULIN LLP

Per: c.c. Janiés A. Riley 1221

Schedule A

A unit of the Toronto Police Service that specializes in financial crimes has separately begun its own inquiries, a department spokeswoman said.

The inquiries don't necessarily lead to an investigation.

Catalyst is led by Newton "Newt" Glassman, 53 years old, who has described his businesses as the " Goldman Sachs of Canada."

Company officials wouldn't comment for this article.

Each of the complainants may receive up to C$5 million under the OSC whistleblower program if their allegations prove true. 1222

- 2 -

Neither Mr. Glassman nor his companies have been accused by authorities of any wrongdoing.

Catalyst funds own a majority of Callidus's public shares and some senior executives work concurrently at both firms.

Existing investors include the endowments of Harvard University, McGill University and wealthy clients of Morgan Stanley, according to people familiar with the matter.

Well-known in Canadian business circles, Mr. Glassman is protective of his own privacy. He has at times forbidden friends and journalists from taking his photograph.

His companies sometimes file multiple lawsuits against borrowers believed to have violated the terms of their loans.

One of those borrowers is Jeff McFarlane.

Within a year, Xchange was in insolvency proceedings. Callidus purchased the company for about $34 million, according to court documents.

When Callidus went public in 2014, Catalyst, its majority shareholder, agreed to cover future losses on loans including Xchange.

In September 2015, Callidus recorded the Xchange investment as an asset for sale at C$66.9 million in a quarterly earnings report.

Then in March 2016, Catalyst transferred C$101 million to Callidus for Xchange, "an amount equal to the total outstanding principal plus accrued and unpaid interest," filings show. 1223

- 3 -

Last month, the Court of Appeal for Ontario found Mr. McFarlane responsible for a personal guarantee on Xchange's debts that was far less than Callidus was seeking in a civil suit.

Mr. Glassman's companies have also sued or counter sued government agencies and former employees for damages in relation to alleged business breaches and misconduct.

Callidus shares are down 19% this year.

(END) Dow Jones Newswires

August 09, 2017 15:29 ET (19:29 GMT)

1224 1225 1226

Schedule C News Releases

Callidus Statement Regarding Allegations in The Wall Street Journal TORONTO, Aug. 9, 2017 /CNW/ - Callidus Capital Corporation (the "Company" or "Callidus") today provided the statement below in response to media reports containing allegations regarding the Company and its majority shareholder, The Catalyst Capital Group Inc. ("Catalyst").

The Wall Street Journal today published allegations about Callidus and Catalyst that are completely false. Callidus is particularly concerned that the Wall Street Journal chose to publish these allegations after a comprehensive briefing held with them on August 8, 2017. For example, as part of that meeting it was made clear that the treatment of the Catalyst guarantee for Callidus loans made to Xchange Technology Group was in accordance with all applicable accounting requirements. As well, full disclosure was contained in both Catalyst's financial reports to its limited partners and through Callidus' public disclosures on an ongoing basis. The accounting treatment and disclosure were entirely appropriate and there is no basis for allegations to the contrary, facts the Wall Street Journal chose to ignore.

These allegations presented are primarily based on anonymous sources and are believed to have been initiated by individuals against whom Callidus has current litigation relating to the enforcement of guaranties. Those individuals have already had the opportunity to present their allegations in court without success. That is because the allegations are false. The Company also knows that those individuals have been peddling the same false allegations to at least one other media outlet, without result.

As a dynamic alternative lender, Callidus takes on risks that most Canadian lenders shy away from. Callidus has helped over one hundred companies with access to capital – capital that would otherwise not have been available and that they needed to keep their businesses in operation. The Company's success in supporting companies facing significant challenges year after year speaks for itself.

Not surprisingly, the nature of Callidus' loan portfolio may involve litigation. Importantly, there has never been a judgment or finding by any court in North America questioning the standards and ethics by which Callidus underwrites or enforce its loans.

The Company knows of no legitimate basis for any whistleblower complaint. It is extraordinary that the press has been given copies of confidential whistleblower reports that neither Callidus nor Catalyst has ever seen. This is an effort by short sellers and others who are attempting to manipulate the market by making false allegations. Once made aware of these reports by the media, the Company proactively met with various authorities to discuss these matters in detail. 1227

- 2 -

Callidus believes that those individuals, having failed in court, are filing deliberately misleading whistleblower reports with the OSC so that they can then leak them to the press in the hope that the press will publish the allegations. As a result, the media and public markets are misled and the legitimate OSC 'whistleblower' process is exploited for personal advantage, and to do damage to the market value of Callidus, and to the reputation, operations and investments of its majority shareholder, Catalyst.

Any abuse of the 'whistleblower' process is a very serious matter that has significant consequences. For that reason, Callidus believes that it is the actions of those individuals that warrants investigation.

Forward-Looking Statements

Certain statements made herein contain forward-looking information. Although Callidus believes these statements to be reasonable, the assumptions upon which they are based may prove to be incorrect. Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and Callidus does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

About Callidus Capital Corporation

Established in 2003, Callidus Capital Corporation is a Canadian company that specializes in innovative and creative financing solutions for companies that are unable to obtain adequate financing from conventional lending institutions. Unlike conventional lending institutions who demand a long list of covenants and make credit decisions based on cash flow and projections, Callidus credit facilities have few, if any, covenants and are based on the value of the borrower's assets, its enterprise value and borrowing needs. Callidus employs a proprietary system of monitoring collateral and exercising control over the cash inflows and outflows of each borrower, enabling Callidus to very effectively manage risk of loss. Further information is available on our website, www.calliduscapital.ca.

SOURCE Callidus Capital Corporation

For further information: David Reese | (416) 945-3016 | [email protected]

To: Matthew Britton[[email protected]]; Irena Pantic[[email protected]] 1228 Cc: Riley, Jim[[email protected]] From: Jon Levin[[email protected]] Sent: Tue 8/15/2017 11:39:24 AM (UTC-04:00) Subject: RE: Letter to OSC with schedules

Thanks

-- Jon Levin | Partner T. +1 416 865 4401 | M. +1 416 543 1209 | F. +1 416 364 7813

[email protected] | http://www.fasken.com/en/jon-levin Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG

From: Matthew Britton [mailto:[email protected]] Sent: August-15-17 11:38 AM To: Jon Levin; Irena Pantic Cc: Riley, Jim Subject: RE: Letter to OSC with schedules

Hi Jon,

I acknowledge receipt of your letter.

Yours truly,

Matthew Britton Senior Litigation Counsel Enforcement 416-593-8294

From: Jon Levin [mailto:[email protected]] Sent: August-15-17 11:17 AM To: Irena Pantic ; Matthew Britton Cc: Riley, Jim Subject: Letter to OSC with schedules

Please see the attached

-- Jon Levin | Partner T. +1 416 865 4401 | M. +1 416 543 1209 | F. +1 416 364 7813

[email protected] | http://www.fasken.com/en/jon-levin Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG

This email contains privileged or confidential information and is intended only for the named recipients. If you have received this email in error or are not a named recipient, please notify the sender and destroy the email. A detailed statement of the terms of use can be found at the following address http://www.fasken.com/termsofuse_email/. Ce message contient des renseignements confidentiels ou privilégiés et est destiné seulement à la personne à qui il est adressé. Si vous avez reçu ce courriel par erreur, S.V.P. le retourner à l'expéditeur et le détruire. Une version détaillée des modalités et conditions d'utilisation se retrouve à l'adresse suivante 1229 http://www.fasken.com/fr/termsofuse_email/.

ThisOSC message Disclaimer is intended only for the use of the addressee and may contain information that is privileged and confidential. If you are not the intended recipient or have received this communication in error, you are hereby notified that any unauthorized use or disclosure is strictly prohibited. Please notify the sender immediately and delete the original without making a copy or disclosing its contents.

Le présent message s'adresse exclusivement à son destinataire et peut contenir des renseignements privilégiés et confidentiels. Si vous n'êtes pas le destinataire de ce document ou si vous l'avez reçu par erreur, vous êtes par la présente avisé qu'il est strictement interdit de le divulguer ou de l'utiliser sans autorisation. Veuillez en avertir l'expéditeur immédiatement et détruire le message original sans le copier ou en révéler le contenu. . Ontario Securities Commission To: 'Steven Frazer'[[email protected]] 1230 From: Naomi M. Lutes[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=NAOMI.LUTES] Sent: Tue 9/5/2017 3:35:31 PM (UTC-04:00) Subject: Catalyst

Hi Steve:

Attached is the transcript of last week’s interview/ deposition, as discussed.

Thanks,

Naomi

Naomi M. Lutes

CALLIDUS CAPITAL CORP v. ESCO MARINE

CONFIDENTIAL ROUGH OF: ANDREW LEVY

August 30, 2017

Prepared for you by

Bingham Farms/Southfield • Grand Rapids Ann Arbor • Detroit • Flint • Jackson • Lansing • Mt. Clemens • Saginaw • Troy 1232

CONFIDENTIAL ROUGH OF: ANDREW LEVY August 30, 2017

Page 1 THE VIDEOGRAPHER: One moment. This begins

Media Number 1 of Andrew Levy in the Matter of Callidus

Capital Corp. versus Esco Marine. This meeting is being

held at Hodgson Russ, LLP on 8-30-2017. My name is Joe

Barrion from U.S. Legal Support; I am the video

specialist. The court reporter today is David Novick,

also with U.S. Legal Support. We are going on the

record at 10:24 a.m. Counsel will now state their

appearance for the record.

MR. BISHOP: Go ahead, sir.

MR. LESLIE: John David Leslie for Callidus.

MR. BISHOP: Brent Bishop for Andrew Levy and

Richard Jaross.

THE VIDEOGRAPHER: Will the court reporter

please swear in the Witness?

THE WITNESS: Sworn. Andrew Levy. Business

address.

MR. LESLIE: First just on the record,

Mr. Bishop, we confirmed this is not a deposition; this

is a under-the-oath interview for the purposes of

settlement discussions.

MR. BISHOP: Yes, sir.

EXAMINATION BY

MR. LESLIE:

Q. Mr. Levy, you're a Defendant in an action that Draft Copy

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Page 2 Page 4 1 was brought by Callidus, correct? 1 looks good to me. 2 A. Yes. 2 Q. Does -- so Sandra McNeilly? And she was with -- 3 Q. And that is in relation to a guarantee that you 3 is that Sherwood Park? 4 provided to Callidus? 4 A. Sherwood -- I don't know Sherwood Hockey. I 5 A. Yes. 5 have it Sherwood Hockey; you know, she was their 6 Q. And that was in relation it a company that you 6 attorney. 7 were involved with called Esco Marine? 7 Q. So anyone else of the guarantors? 8 A. Yes. 8 A. I believe one of Richard -- I believe Richard 9 Q. And as I understand it, Esco Marine is now in 9 might have spoken with Jerome Harvey (phonetic) roam of 10 bankruptcy? 10 J. Harvey Industries. I did not. 11 A. It is. 11 Q. Did you have any contact with the -- with Blair 12 Q. And with respect to the claim that was brought 12 Bury of Midwest Asphalt? 13 by Callidus as against you and your guarantee, you 13 A. No. 14 delivered defenses and counterclaims, correct? 14 Q. Blaine Johnson of Midwest Asphalt? 15 A. Correct. 15 A. No. 16 Q. And for the purposes of this interview, as we 16 Q. Jeffrey Reed of Midwest Asphalt? 17 discussed with your Counsel, I'm not here to get into 17 A. No, I don't know. I've never heard of that 18 those defenses and counterclaims. Those have been 18 company. 19 litigated up to this point and hopefully will not be 19 Q. David -- Dr. David Genecov? That's 20 litigated any further after today. So I'm not going to 20 G-E-N-E-C-O-V, of Forest Park Medical? 21 get into any of those defenses or counterclaims. But to 21 A. I believe either -- I think Mr. Jaross might 22 set this up, in reviewing your defenses and 22 have spoken with him. I don't think I did, but I 23 counterclaims and reviewing other defenses and 23 believe I had some contact with him of some sort, but 24 counterclaims from other guarantors in other actions in 24 not much. 25 which Callidus is involved, those defenses and 25 Q. Dr. Robert Wyatt? Page 3 Page 5 1 counterclaims are very similar in a number of these 1 A. He's of the same -- 2 actions. And I'm not one to generally believe in 2 Q. Same: Forest Park? 3 coincidences, you know, as I get older and older in this 3 A. Yeah. No. 4 practice and in this business. And so, that leads me to 4 Q. No? Okay. Dr. Wade Baker? Barker. Sorry. 5 believe that a number of the guarantors in a number of 5 A. No. I don't recall any of those names, but I do 6 the Callidus actions have spoken to one another and have 6 recall having some contact with them. 7 had contact with one another regarding their claims, 7 Q. So we've indicated that you have had contact 8 their defenses, and their strategies in moving forward. 8 with these guarantors. How did that contact come about? 9 And so, that's my setup to the questions to you, and my 9 Who initiated it? 10 question to you is, have you had contacts -- any contact 10 A. That's an interesting question. 11 whatsoever -- with other guarantors in other actions for 11 Q. Good. I'm glad I come up with an interesting 12 which Callidus has brought? 12 question now and then. 13 A. Yes. 13 A. Right. I don't know if we initiated it. 14 Q. And what guarantors are those? 14 Somehow we -- I don't know. I think we were definitely 15 A. Those are Fortress Resources, Darryl Levitt, and 15 called by some folks in Canada, a fellow name Bruce 16 another South African, sort of a, French name -- 16 Livesy from Mosaic. You probably know who he is; he's 17 Molyneux. 17 tied up with WestFace, and they wouldn't -- they had 18 Q. Richard Molyneux? 18 done a report, WestFace, and they wouldn't -- give it to 19 A. Richard Molyneux. And Gary Smith Opes Resources 19 us, because I think Callidus was suing them for 20 -- same company, I believe; Jeff McFarlane from the 20 defamation or something. They wouldn't give us the 21 Xchange Technologies, Kevin Baumann, Alken Bain 21 report, but we -- it was in the public record somewhere 22 Drilling, Gerald Duhamel, Bluberi Gaming; I also spoke 22 on some case, so we got a copy of that report. 23 to prior -- someone in the prior action, Sherwood 23 Q. Let me just step back for a second because, I 24 Hockey, an attorney Sandra McNeilly (phonetic) -- let me 24 want to be clear on this. So Bruce Livesy, do you know 25 turn this phone off. There's a floodDraft alert here. It 25Copythe spelling of Mr. Livesy's name?

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Page 6 Page 8 1 A. Livesy, I think it is. L-I-V -- 1 assuming? 2 MR. RILEY: L-I-V-E-S-Y. 2 A. Yeah. I told him that. I don't know -- 3 A. Yeah, I've meet him in person. 3 whatever was the status of the case at that time; you 4 Q. And you say he was with the company called 4 know, they sued our guarantees, we filed -- affirmed the 5 Mosaic? 5 defenses, counterclaims; it's all in the public record. 6 A. That's what's in my notes. 6 You know, knock yourself out. 7 Q. And you were saying that he initiated a phone 7 Q. Did you provide any documentation to Mr. Livesy? 8 call with you? 8 A. No. 9 A. He did, at some point, initiate a phone call 9 Q. Did he ask for any documentation from you? 10 with me. 10 A. He did not. Well, I don't recall if he did or 11 Q. And do you recall about from a timeframe when he 11 he didn't, but he didn't get any, and I don't think he 12 initiated that phone call with you? 12 did ask for any. 13 A. It was early on in this case, sometime in 20 -- 13 Q. And how did that call conclude? 14 we'll say mid-2015, somewhere in there. 14 A. I don't know. I mean, he just got what he 15 Q. And -- 15 wanted to do. I asked him whom he was working for; he 16 A. Or earlier. 16 said he was hired by the WestFace Capital who was in 17 Q. And he, I'm assuming, gave you a call on the 17 litigation with Callidus. 18 phone? 18 Q. And did he indicate to you or did you indicate 19 A. Yeah, he called on the phone. 19 to him that there would be any follow-up on this 20 Q. And you had never met him before? 20 conversation? 21 A. No, I never met him at all, but I -- the first 21 A. No. 22 time I've heard of him or his name or his company. 22 Q. And was there -- was there any follow-up on that 23 Q. And can you, to the best of your knowledge -- 23 conversation? 24 recollection -- describe that phone call? 24 A. He did call several other times, but in, like, 25 A. Well, he, I guess, wanted information as to what 25 you know, extended intervals -- I mean, you know, like, Page 7 Page 9 1 Esco was doing, and the conversations were really no 1 four or five months later and then another time four or 2 more than -- it was in the public record. Basically, it 2 five months later. 3 was, you know, "Callidus is suing us, we're suing them," 3 Q. And how many phone calls do you recall that you 4 et. cetera, and that was -- that was basically it. I 4 would have had with Mr. Livesy? 5 asked him for this report that I heard about, and I 5 A. I would say three. It was three. 6 don't know where I read about it, and, you know, he 6 Q. And with respect to the next phone call, if you 7 wouldn't give it to me. 7 can recall -- and you may not be able to recall each and 8 Q. So Mr. Livesy wouldn't give you the report? 8 every phone call, but if you can, I would appreciate it 9 A. He wouldn't give me the report. And I spoke to 9 if you can. With respect to the next phone call, what 10 their attorney, too, who had called me Matthew Milme 10 was he calling about? 11 Smith (phonetic); he wouldn't give me the report either. 11 A. It was the same thing. In other words, he 12 Q. And why was Matthew Milme Smith calling you? 12 wanted to know the status of the Esco litigation. That 13 Let me just deal with Livesy first, and then, we'll get 13 was basically all he wanted to know, and I'll say the 14 into Matthew Milme Smith. 14 conversation really didn't get beyond what's in the 15 A. Okay. 15 public record. I mean, all that stuff is public record, 16 Q. So, as I understand it, he gives you a call, 16 all the counterclaims with him. 17 basically, out of the blue, you're saying? 17 Q. Did he ask about what your strategy was going to 18 A. Yes. 18 be with respect to your defense as against Esco -- as 19 Q. No -- you didn't initiate it? 19 against Callidus? 20 A. No. 20 A. No. I wouldn't have told him anyway. 21 Q. He initiated the phone call. He was asking you 21 Q. Did he ask you to do anything further on his 22 about what was going on with your litigation with 22 behalf or on behalf of WestFace? 23 Callidus? 23 A. No. 24 A. Yes. 24 Q. Do you keep notes of your conversations -- of 25 Q. And you told him you wereDraft defending it, I'm 25Copyyour phone conversations?

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Page 10 Page 12 1 A. I have spotty notes. 1 A. Yes. As I say, there were three or four 2 Q. I would ask, if you could, produce those 2 conversations. In other words, I have, you know, notes 3 notes -- 3 of two as to when -- 4 A. Well, this is not a deposition, so I didn't -- 4 Q. When was the last conversation that you would 5 Discovery's over in this case; we're not going to 5 have had with Mr. Livesy? 6 produce -- no, we produced everything -- well, I should 6 A. Relatively recent. I mean, let's say within the 7 let Brent say that. 7 last two or three months. 8 Q. Well, Richard can talk about this. Again, the 8 Q. And the contents of that conversation, was it 9 purpose of this settlement discussion is that -- and the 9 similar to the other conversations? 10 whole premise to this, Mr. Levy, is that -- you are to 10 A. Yes. Always the same; you know, "What's doing 11 be forthcoming and provide all the information you have 11 in your case?" 12 as it relates to third parties and guarantors, and the 12 Q. And after that conversation that you had with 13 documentation that would have been exchanged is 13 Mr. Livesy two or three months ago, there's been no 14 important to that, and part of -- in our view, part of 14 further conversations with Mr. Livesy since that time? 15 -- what the settlement -- 15 A. No. 16 A. Before you go -- the reasoning -- I do not have 16 Q. Now, you also indicated that Counsel for -- as 17 notes; I have -- like, I keep big notebook with a lot of 17 you understand it for -- WestFace, Math Milm Smith had 18 stuff in it, and I just have, like, you know, April 18 also gave you a phone call? 19 17th, you know, Bruce Livesy -- I have two entries -- I 19 A. Yeah, I don't know who initiated that call; it 20 reviewed this last night; I have two entries for him, 20 could have been me, but -- it could have very well been 21 and I know he's called more than two times, probably 21 me, and I might have gotten his name from Livesy -- I 22 three, maybe four. So that's really it. I don't have 22 don't know where else I would have gotten it from. So I 23 notes. 23 believe I called him, and I had a conversation with him, 24 Q. Whatever you do have I would ask that you 24 I asked him for this report -- I was interested in this 25 produce, because it is important, the that you even have 25 report; it said that 42 percent of Callidus companies Page 11 Page 13 1 a note that Mr. Livesy contacted you on such-and-such a 1 were in bankruptcy, it mentioned Esco Marine; I wanted 2 date. 2 to see that report, and he said he just couldn't give it 3 A. Uh-huh. 3 to me, because it was in litigation. That was really 4 Q. That's important to our client. 4 the extent of the conversation. 5 MR. BISHOP: I want to make sure -- because his 5 Q. With Mr. -- with Matthew Milm Smith was, you 6 notebook will have conversations he had with my firm. 6 called him -- 7 Obviously -- 7 A. I think I did. 8 MR. LESLIE: I only want -- I'm not here to 8 Q. -- you're looking for a report, because you 9 violate solicitor-client privilege. You can redact what 9 thought the report may be helpful to your case? 10 you think is -- you need to be redacted or anything; I'm 10 A. Yes. 11 not here to do that, but I think it is -- it's vitally 11 Q. And he indicated that he could not release it to 12 important to, again, be forthright and -- 12 you? 13 MR. BISHOP: We'll get you copies of anything 13 A. Yes. 14 that's not privileged. I would just ask that we not 14 Q. Did you have any other further conversations 15 make a condition precedent to exchanging signature pages 15 with Mr. Milm Smith? 16 today, you know, the receipt of that. 16 A. No. 17 MR. LESLIE: Well, you've undertaken to provide 17 Q. Now, let me -- so that's the end of the 18 it; you're Counsel for Mr. -- 18 conversations with Mr. Livesy and Mr. Milm Smith? 19 MR. BISHOP: I'm a man of my word. 19 A. Yes. 20 MR. LESLIE: Not only that -- yeah, you're a man 20 Q. Now, let me get back, because I think I was -- 21 of your word, you have been, and so, that's -- the 21 when I started my questioning or I prefaced the 22 undertaking's fine with us with our client. 22 questioning, that was to say you had spoken to one, two, 23 Q. Okay. So we've talked about a conversation with 23 three, four, five, you know, six guarantors and maybe 24 Mr. Livesy about three conversations you recall after 24 more through Mr. Jaross -- Jaross -- and I think I'd 25 the first conversation? Draft 25Copyasked you the question, "Well, how did this officially

4 (Pages 10 to 13)

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Page 14 Page 16 1 come about?" You know, how did you, as guarantors, get 1 reach him at X, Y, Z." 2 together? Who was leading the charge? Who was making 2 Q. Now, this memorandum -- maybe I'm missing 3 the phone calls? Who was, sort of, the person that was 3 something, because I wasn't involved in the U.S. 4 coordinating all the guarantors? That led you into this 4 litigation. When you're saying "this memorandum," what 5 conversation with Mr. Livesy, but did Mr. Livesy advise 5 are we -- what are you referencing? 6 you of other guarantors that were in litigation with 6 A. Well, it was a memorandum written by WestFace 7 Callidus? 7 Capital that was, like, 50 pages long, and it went 8 A. No, no. He -- well, I don't know if he did or 8 through the loans. Its claim in this memorandum was 9 he didn't, quite frankly. Yeah. I don't think he did, 9 that Callidus had overvalued these loans and, you know, 10 quite frankly. I can't say for sure, but I don't think 10 it was a good short or something -- I mean, you know, 11 he did. He was just interested in what was happening 11 "You guys have the memorandum; you know more about it," 12 with Esco. 12 but I did read the memorandum, and I got the name 13 Q. So from that -- so you're not sure whether or 13 Xchange Technologies out of there. I don't think I 14 not he named other guarantors for your nod? 14 followed up. 15 A. I don't believe he did. 15 Q. So this memorandum, where did you get your hands 16 Q. How did all these guarantors that you've 16 on this memorandum? 17 mentioned that you've had conversations with, how did it 17 A. It was public record somewhere, it's filed in 18 all start? Somebody had to initiate something here, so 18 some case, and I had an attorney find it, and we found 19 it's either yourself initiated and said, "Well, I know 19 it; it's filed in a case in Canada. 20 of these other guarantors," or one of the guarantors 20 Q. Can you undertake to provide me just so that -- 21 contacted you and said, "Hey, you know, we're all in 21 I want to make sure that we're all on the same page of 22 this with Callidus and let's get together." 22 what this memorandum is, because there would a number -- 23 A. Right. I might have -- once I got this 23 as you know, in any -- as you know as a lawyer, in a 24 memorandum, I think I might have contacted Jeff 24 number of cases, there's a number of filings. So -- 25 McFarlane. I think I did. And then, I got a call from 25 there's all kinds of different filings. So if you could Page 15 Page 17 1 Daryl Levitt, who, you know, seemed to know all these 1 provide us with the memorandum that you're referring to, 2 people. 2 that would be helpful so that we can narrow down exactly 3 Q. So -- 3 what document that is. Okay? Okay. So you've 4 A. And somehow, I got a call from Kevin Baumann. I 4 indicated that you then reached out to Jeffrey 5 mean, Richard spoke to Kevin Baumann quite a bit man; I 5 McFarlane, and what was the purpose of your phone call 6 had spoke with him a couple of times. But Kevin 6 to Mr. McFarlane? 7 Baumann, I don't know how he got into the picture. I 7 A. Well, what we were trying to prove is fraud in 8 think he called us, I recall. Like, I think I called 8 the inducement, and fraud in the inducement, as you 9 McFarlane -- I had a call from Daryl Levitt, and Daryl 9 know, is a matter of intent, okay? So how do you prove 10 Levitt, you know, he was in touch with all these folks, 10 intent? You either get somebody to admit what was 11 so -- 11 running through their minds, which is very unlikely, or 12 Q. So let me just, sort of, try to take one at a 12 you prove it through circumstantial evidence. So we 13 time here. So it sounds like, Mr. Levy, you were saying 13 were looking for other similarly-situated borrowers who 14 that you made contact with Mr. McFarland; I'm going to 14 could confirm our story so we could prove through 15 suggest to you that Mr. Livesy may have advised you of 15 circumstantial evidence a premeditated intent to 16 other guarantors in Ontario such as Mr. McFarlane, who 16 defraud. So what -- and, you know, your folks know 17 you may wish to contact. 17 this; I mean, I know your -- Mike Hammer is on vacation 18 A. I don't think he did. I don't think he did. 18 or whatever, but -- I lost my train of thought. 19 Q. That's a different statement. You don't think 19 Q. Why you were calling Mr. McFarlane. 20 he did, but he may have? 20 A. No, no. Those folks have put in affidavits in 21 A. It's possible, but as I say, I don't recall that 21 our litigation. 22 he did. I recall I got the name Xchange Technologies 22 Q. Right. 23 out of that memorandum; I called Xchange Technologies; I23 A. Right? McFarlane even -- some weren't made for 24 got some guy on the phone who was the CFO; he said, 24 this litigation, like Gary Smith; he had an affidavit in 25 "McFarlane isn't here anymore, and,Draft you know, you can 25Copyhis litigation, so we took that and put it. So all

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Page 18 Page 20 1 these folks, we used their affidavits of what their 1 help, wrote an affidavit, et. cetera, but I mean I 2 relationship was with Callidus to prove a pattern, et. 2 wasn't going to discuss the intricacies of the case with 3 cetera, so that was why I contacted or try to contact 3 him, because, you know, he's not a lawyer. 4 McFarlane; I ultimately did find him. 4 Q. And when did Mr. Duhamel get involved with you 5 Q. And was Mr. McFarlane more than willing to 5 guys? How did that come about? 6 assist you in helping you with your case? 6 A. It came about, I would say, through Daryl 7 A. Yes. 7 Levitt. I didn't -- 8 Q. And you then said -- and I'm going to get into 8 Q. You did initially contact him? 9 more discussions with all the guarantors of what may 9 A. No, I didn't know much about him. 10 have been said, so I'm going to leave that at this point 10 Q. Did Mr. Duhamel initiate contact with you or 11 and I'll come back to it. But you then said that you 11 through Mr. Levitt? 12 got a call from Mr. Levitt? 12 A. No, no. I really haven't had a lot of contact 13 A. Yes. 13 with him. 14 Q. And was that a call, again, similar to the call 14 Q. And Mr. Molyneux -- you indicated that you had 15 from Mr. Livesy, kind of, out of the blue, or did you 15 contact with Mr. Molyneux? 16 try to reach out to him, did Mr. McFarlane reach out to 16 A. I had met him once. I didn't have a lot of 17 him, or how did Mr. Levitt -- 17 contact with him. 18 A. I don't know. Maybe McFarlane told him -- I 18 Q. And you also had contact with Gary Smith. How 19 don't know. But I got a call from him; I didn't know 19 did that come about? 20 who he was. 20 A. Through Daryl Levitt. 21 Q. And what did Mr. Levitt say to you in this 21 Q. So when did this, sort of, contact, sort of, 22 initial phone calls? 22 begin with the other guarantors? When did you first, 23 A. Well, we compared notes about what, you know, 23 sort of, reach out, approximately, to Mr. McFarlane? 24 relationships that Callidus -- you know, what documents,24 A. Somewhere around mid-2015. 25 what the case was all about, a history of Fortress 25 Q. And when did -- would have Mr. Levitt then Page 19 Page 21 1 Resources, the history of Esco; you know, we basically 1 contacted you around that same time period? 2 discussed our cases. 2 A. Yeah, right after that. 3 Q. And did you agree with Mr. Levitt as you agreed 3 Q. And as a result of these contacts, did you guys 4 with Mr. McFarlane: that you guys would, sort of, 4 -- because you've got, like I say, I mean, very similar 5 assist one another in your respective cases as best you 5 strategies, similar to defenses, et. cetera, et. cetera. 6 could? 6 Did you guys start meeting weekly? Did you have 7 A. Ultimately, I think. Not particularly on that 7 telephone conferences? Did you have e-mails? Did you 8 first phone call, but particularly. 8 have a chatroom? How did you guys -- no. How did you 9 Q. And then, you indicated that Mr. Baumann from 9 guys, sort of, keep together? 10 Alken Bain Drilling also gave you a call and perhaps 10 A. Right. Well, we did talk on the phone, and 11 Richard a call also? 11 then, you know, documents were filed; they had access to 12 A. I think he called Richard. He called Richard 12 -- you know, Levitt was a lawyer at Norton Rose; you 13 somehow. He found Richard, and then -- yeah, I had 13 know, they had access to what we filed, so they just 14 spoken to him a couple of times, but Richard -- I don't 14 read what we filed; I didn't read much of what they 15 know. Richard sort of, like, became friends with him, I 15 filed. I know they had a case in Kentucky. You know, I 16 think. You can ask Richard. 16 don't know what was happening in Canada; I really didn't 17 Q. And was that initial discussion along the same 17 look at it very, you know, much but I think they looked 18 lines as that with Mr. McFarlane and Mr. Levitt: that, 18 at all of our documents and, you know, looked at some of 19 again, you know, to be fair, you're looking to prove a 19 the -- possibly looked at some of the -- defenses -- 20 defense to your case and that Mr. Baumann also agreed 20 Q. Would you have -- sorry. 21 that we should work together as guarantors? 21 A. -- and counterclaims. 22 A. Well, he agreed to help -- he's, like -- you 22 Q. Would you have group teleconferences? 23 know, Daryl Levitt's a lawyer; you'd have a totally 23 A. We had a couple. We actually had meeting -- a 24 different conversation. I mean Kevin Baumann is a bit 24 face-to-face meeting. Sorry I didn't write the date of 25 of a loose-cannon-type guy, so Drafthe agreed to help, he did 25Copyit down, but I can get that to you, but we met in

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Page 22 Page 24 1 Albany -- 1 combined -- you know, combined -- case. So we met in 2 Q. Sorry. I'm just going to stop for a second. 2 the offices of Boies, Schiller -- you know who Boies, 3 MR. LESLIE: Mr. Bishop, if we can get that -- 3 Schiller -- David Boies, et. cetera; it was in the 4 if we call to get that -- date? 4 Albany office. So we met there. 5 MR. BISHOP: Yeah, I mean, same as before: as 5 Q. And that meeting was to discuss -- and I don't 6 long as that's not a condition to getting signature 6 want -- to be fair to you, I will not ask you about -- 7 pages. 7 solicitor-client discussions that may have occurred 8 MR. LESLIE: No, no. I just said that's an 8 there. But that meeting was, to you, about a possible 9 undertaking that they'll provide it. That's fine. 9 Ricoh claim that you guys would bring as guarantors? 10 MR. BISHOP: I want to make sure. So now, when 10 A. Yes, as lenders -- as borrowers. 11 you talk about meetings, I think you have to be careful. 11 Q. Borrowers. Excuse me. Borrowers. 12 There was one meeting -- because we talked about at the 12 A. I'm representing a lot of lenders. 13 mediation; I mean they were proposing to do a Ricoh 13 Q. And I don't know this, but what came out of that 14 claim. 14 meeting? 15 MR. YITZCHAKI: I wasn't at the meeting, but I 15 A. Well, what came out of the meeting was, Boies, 16 know what you're speaking about. 16 Schiller studying the Ricoh claim and whether it was a 17 MR. BISHOP: But obviously, you can't discuss 17 viable cause of action, et. cetera 18 with these gentlemen anything that would have happened 18 Q. So was there any -- you had no other face-to- 19 with an attorney. So don't disclose any discussion you 19 face meetings? 20 would have had with an attorney. 20 A. No. 21 Q. This is a meeting in Albany? 21 Q. You would have had other telephone conferences? 22 A. A meeting in Albany. 22 A. Yes. 23 Q. No lawyers there? I mean, Mr. Levitt was there 23 Q. Who would initiate those telephone conferences? 24 -- he's a lawyer -- but no lawyers were there? 24 A. Well, I don't think we had a lot of group 25 A. No. There was -- we first, I guess, had dinner 25 conferences, but I mean Daryl was my contact in Canada Page 23 Page 25 1 together with all these folks; it's the first time I had 1 -- Daryl Levitt; I spoke to Jeff McFarlane now and then. 2 met them -- the only time I've actually met them in 2 So -- 3 person; you know, Jeff McFarlane and Daryl Levitt, Gary 3 Q. So from your perspective -- because every group, 4 Smith, the French folks, Duhamel and other folks. 4 right, has to -- or generally every group generally has 5 Q. Yeah. I'm a pretty particular guy, so I'll just 5 to -- have a leader. So vis-a-vis Canada and what was 6 go through this. You've indicated that at this meeting 6 going on in Canada, you were saying that that was 7 in Albany, New York Mr. Levitt was there, Mr. McFarlane 7 Mr. Levitt? 8 was there, Mr. Duhamel was there. Was Mr. Molyneux 8 A. Well, if there is a leader, I would say he's the 9 there? 9 leader; I wouldn't say he was a formal leader. You 10 A. Yes, he was there. 10 know, he was a lawyer; you know, he knows how to 11 Q. Was Mr. Baumann there? 11 organize things, et. cetera, so I gather -- you know, it 12 A. No. 12 wasn't that many people, right? I'm talking about -- 13 Q. He was not there. Duhamel -- you said Gary 13 Q. And I also know that, you know, for -- that 14 Smith was there -- Mr. Smith was there? 14 there was a lot of -- there was communication that 15 A. Yes. Gary Smith was there. 15 seemed that all the guarantors seemed to know what was 16 Q. Jerome Harvey? Was he there? 16 going on with all the other guarantors to a great 17 A. No, he was not there. And we were there. 17 extent. Who was feeding that information to the other 18 Q. And you were there. 18 guarantors? Was it if you all guys agreed that if 19 A. Mr. Jaross and myself. We were -- 19 something came up you knew about, you would send it off 20 Q. Who coordinated this meeting? Who said, "Hey, 20 to the other guarantors, or how did that work? 21 let's all get together and meet"? 21 A. Well, I mean, there was communication every 22 A. Well, I think it was everyone's idea, but I 22 couple of weeks as to, you know, what was doing and 23 think it was Daryl Smith -- not -- Daryl Levitt 23 summary judgment in Kentucky and -- you know, et. cetera 24 coordinated it, and it was to meet with a law firm up 24 Q. And what was Mr. Baumann's involvement in these 25 there on, you know, this idea theyDraft -- of a Ricoh case 25Copyconversations or in the exchange of information?

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Page 26 Page 28 1 A. None. None. He was off on his own, you know -- 1 here, we can help you out or I can help you out"? 2 Q. We have seen tweets and Twitter things from him 2 A. Yeah. I think he had that conversation with 3 at times, but you're saying that was just his, sort of, 3 Richard, so you can ask -- that's one of the few things 4 doing it on his own and making comments on his own? He 4 you can actually ask Richard about. 5 wasn't really -- 5 Q. But he did offer financial support to have you 6 A. He wasn't part of this, sort of, group, if you 6 continue on with your litigation as against Callidus? 7 want to call it a group; he wasn't part -- but yeah, we 7 A. He did. As I said, I don't know if he was 8 talked to him -- also Richard talked to him, I talked to 8 serious, you know, but -- because I didn't take him up 9 him two or three times; Richard has talked to him; I 9 on it. 10 think I even talked to his lawyer, possibly, at one 10 Q. Did he ever specifically state how much that was 11 point; there's lawyer out in the sticks out there in 11 going to be? 12 Calgary here, wherever it was. 12 A. I mean, I think he was talking about six 13 Q. So just -- I don't think I'll take you through 13 figures. 14 each and every conversation; I'll just take you through 14 Q. And was that strictly to cover legal fees, or 15 it more broadly. How many conversations -- we know of 15 what was the purpose of the payment? 16 one face-to-face meeting you had with the guarantors. 16 A. Oh. The legal fees. 17 How many conversations do you think -- since the time 17 Q. He wasn't providing you with money to, sort of, 18 that you began the litigation with Callidus up to this 18 entice you to continue on with the litigation against 19 point, how many conversations deeply that you would have19 Callidus? 20 had? 20 A. No. 21 A. With which? 21 Q. Well, you never know, so I have to ask the 22 Q. With the other guarantors. 22 question. 23 A. I mean, if I had to put a number, I would say 23 A. Uh-huh. 24 maybe 20 with Daryl Levitt and five or six with Jeff 24 Q. So it was about six figures and it was to 25 McFarlane. 25 continue on with it. Did he say -- did he ever indicate Page 27 Page 29 1 Q. And would you guys exchange e-mails and other 1 to you that that was purely on his own directive or 2 things between each other? 2 whether or not somebody else was prepared that it was 3 A. Not a lot. Not a lot. Phone calls. 3 going be to group of people putting the money together 4 MR. LESLIE: Anything that's not privileged -- 4 or another third party putting the money together or -- 5 again, I'd like to have anything that's not privileged 5 A. No. He didn't say. I mean, it was -- I assumed 6 to produce in relation to any of these conversations 6 it was from him, but I have no idea where he would, you 7 between Mr. Levy and any of the guarantors. 7 know -- 8 MR. BISHOP: Again, knowledge is not a condition 8 Q. Did you think that was kind of odd that some 9 precedent to setting the guideline today. 9 other guarantor out in Calgary Alberta would be willing 10 Q. Now, did any of these guarantors that we have 10 to offer -- six figures is a, you know, fair amount of 11 mentioned, did they offer to provide any financial 11 money for anybody to assist you in your legal costs? 12 assistance to you and Mr. Jaross in relation to your 12 A. Did I think it was odd? No, I didn't think it 13 litigation with Callidus? 13 was that odd. 14 A. I think Kevin Baumann did. I don't know if he 14 Q. Why wouldn't you think it was odd? I mean, you 15 was -- if he was -- kidding or not, but -- 15 know, generally other people in another action are not 16 Q. And did you take him up on his offer? 16 going to say, "Hey, jeez. I feel bad for you. Here's a 17 A. No. 17 hundred grand" -- 18 Q. And why not? 18 A. No, it wasn't to feel bad. I think it was -- 19 A. Well, we sort of made it towards the end while 19 you know, they were looking for a joint -- I guess some 20 we were settling, but, you know, we have our own 20 kind of joint -- action in unity, in strength. 21 resources. 21 Q. He wanted to keep you in the game? 22 Q. And did he -- did Mr. Baumann -- I assume since 22 A. Yeah, yeah. I didn't find it odd. You know, as 23 you said no to him, did Mr. Baumann -- call you and 23 I said, I don't know if it was believable, but I didn't 24 indicate or during some discussion and say, "By the way, 24 find it odd. 25 Mr. Levy, you know, if you got Draftsome financial issues 25CopyQ. With respect to any other litigation, were you

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Page 30 Page 32 1 offered legal fees with respect to -- from anybody else 1 that Mr. McFarland was named in there as being a 2 or any other monies with respect to -- commencing any 2 whistleblower? 3 litigation -- other litigation as against Callidus or 3 A. Yes, he was. 4 Catalyst, such as a Ricoh claim, et. cetera? Did 4 Q. You also know that -- in the article that -- 5 Mr. Baumann say, "Hey, look, if we're going to pursue 5 there were allegedly -- and again, we say "allegedly," 6 this Ricoh claim, I'll cover the legal fees for you 6 because we don't believe anything in the article, but 7 guys"? Did anybody say that? 7 allegedly -- that there was three other whistleblowers? 8 A. Boies Schiller had talked to several litigation 8 A. Uh-huh. 9 funds. You know, there are funds that lent money for 9 Q. Do you know who those other whistleblowers were? 10 litigation, right? 10 A. I don't. I don't. 11 Q. Right, I know those, yeah. But amongst either 11 Q. You're not aware -- you had no discussion to 12 of the -- any of the -- guarantors, were any of the 12 determine whether that was Mr. Levitt, or do you have 13 guarantors saying that, "Look, let's take this on and 13 any information or any best guess of who it is based on 14 I'll fund you guys to pursue this litigation"? 14 your discussions with the guarantors? 15 A. No, no one else. 15 A. No, I don't. They caught me by surprise. 16 Q. No other party that you can think of? 16 Q. When you read that Wall Street Journal article, 17 A. No, there weren't. 17 you said it would have caught you by surprise, as it did 18 Q. There wasn't? 18 all of us. Did you not have conversation with your 19 A. No. 19 guarantor group after that to ask them, "Hey, what's 20 Q. Okay. Now, in your discussions with the 20 this all about? What's going on here?" -- considering 21 guarantors, did you get to the point in these 21 how close you guys all were to the point where 22 discussions about the fact that the guarantors intended 22 Mr. Baumann was going to offer you a hundred thousand 23 to file a whistleblower complaint with the Ontario 23 dollars to attend, did you not have any discussion -- 24 Securities Commission? 24 A. I said six figures. 25 A. No. The first I knew about that was reading 25 Q. Six figures. Okay. So it could be more than a Page 31 Page 33 1 their Wall Street Journal article, quite frankly. 1 hundred thousand. I will let Mr. Bishop comment on 2 Q. In all those discussions -- I mean, you had 2 that. But with respect to -- 3 20-someodd or more discussions and the lawyers that you 3 A. I didn't ask him whether it was Canadian or U.S. 4 had meetings about, you know, Ricoh claims -- or 4 either. 5 possible Ricoh claims, et. cetera, you were not aware 5 MR. RILEY: Well, you said it was six figures. 6 that the guarantors never advised you during these phone 6 A. Right. It was definitely six figures. 7 conversations or through e-mail that they intended to 7 Q. But you had no subsequent conversations with the 8 file a complaint with the Ontario Securities Commission? 8 guarantors after the Wall Street Journal article came 9 That was part of their strategy? 9 out? I mean, it's a -- clearly -- you know, it's -- it 10 A. Daryl might have indicated that they would file 10 is what it is. It's a big event. 11 a complaint with the Ontario Securities Commission, but 11 A. It is a big event. I think I talked to Daryl. 12 they never -- I didn't know Canada had a whistleblower 12 Daryl called me and he said, "Are you going to settle 13 law, and no talk was ever made; I guess you get an award 13 with these guys?", and I said, "No, I don't know. It 14 for being a whistleblower, so, you know -- 14 depends." I was kind of cagey, but he said, "You would 15 Q. Nobody asked you, Mr. Levy -- 15 have approached him, too?" I don't know if it was -- you 16 A. Nobody asked me to share in it, no. So as I 16 know, that was, kind of, the last conversation I had 17 say, I read it in the Journal article. I said, "Canada 17 with Daryl, and that was after that article, and that 18 has a whistleblower law? I didn't know that." You 18 was it. The last conversation I had with Jeff McFarlane 19 know, and I -- I knew there was whistleblower activity 19 was when he, you know, won his appeal there on summary 20 in the U.S., but -- you know, so I didn't know -- 20 judgment; you know, I sent him a high five or whatever. 21 Q. So nobody approached you personally to make a 21 You know, since then, I mean, we're talking seriously 22 complaint to the Ontario Securities Commission? 22 about settlement; we're -- you know, we're going to 23 A. No, no. 23 settle or we're not going to settle. So it wasn't -- 24 Q. You're aware, though -- you've read the Wall 24 Q. You have no knowledge or even any best guess as 25 Street Journal article, as we all have;Draft you're aware 25Copyto who the other whistleblowers would have been?

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Page 34 Page 36 1 A. No. I mean it could have been some of these 1 Q. Now, with respect to the Wall Street Journal 2 guys we're talking to. It could have been Blueberi 2 article, when you're having all these discussions with 3 Gaming for all I know. I have no idea. As I said, I 3 your guarantor group, were there any discussions about 4 didn't know about -- I didn't know they were doing this; 4 bringing this issue and these disputes that you had with 5 you know, they never told us about this. 5 Callidus to the press? 6 Q. Similarly -- and just because I want to make 6 A. No. 7 sure I'm thorough in my questioning, did anybody 7 Q. Nobody ever discussed that with you? 8 approach you about making a complaint to the Toronto 8 A. No, no. Nobody thought that was a good idea. 9 Police against Callidus or Catalyst? 9 Q. And so, you never have contacted any press 10 A. I don't think we can talk about that. I don't 10 outlet or media outlet to discuss the Callidus case? 11 think we can talk about that. 11 A. They have called me, but I have never called 12 MR. BISHOP: Let's go off the record. 12 them. 13 THE VIDEOGRAPHER: We're going off the record. 13 Q. And who called you? Do you recall? 14 The time is 11:12. 14 A. Yeah, I wrote it down. I got a call from the 15 (Whereupon, a discussion was held off the 15 Wall Street Journal Toronto, Canada edition, a guy named 16 record.) 16 Ben Dummett -- D-U-M-M-E-T-T. That was early on, I 17 THE VIDEOGRAPHER: One moment. We are now back 17 would say sometime in 2015. And I got a call from the 18 on the record. The time is 11:15. 18 Brownsville Herald, the paper in Brownsville. I had his 19 Q. So Mr. Levy, we just got off the record, because 19 name here. Yeah. Somebody from the Brownsville paper. 20 you had, sort of, gotten into an area where I hadn't 20 Q. When you determine whose name that was, if you 21 even asked the question and we had an off-the-record 21 could let us know. 22 discussion and we cleared that up. But my question to 22 A. Yeah. That's odd. Oh. Steven Clarke 23 you was specific, it was whether or not you were -- you 23 (phonetic). Steven Clarke from the Brownsville Herald. 24 or you were asked by anybody to contact the Toronto 24 He called me; I think he called Richard. You can ask 25 Police Services to have -- to lodge a complaint against 25 Richard, you know, but we -- we didn't tell him very Page 35 Page 37 1 Callidus and/or Catalyst? 1 much. 2 A. I was not. 2 Q. Okay. When you say you didn't tell him very 3 Q. Are you aware -- 3 much, you did have a discussion with him, though? 4 A. If anyone asked me, I wouldn't have done it 4 A. Oh, yeah, yeah. I told him Esco is in 5 anyway. Nobody asked me to do it. 5 bankruptcy, you know, et. cetera. I just told him what 6 Q. And I'll just follow up with a lead-up question. 6 was -- you know, we're worried about what newspapers 7 Did you or Mr. Jaross lodge any complaint with any 7 write just like anybody else, so -- 8 regulatory body as against Callidus or Catalyst? 8 Q. Did you advise him of any other guarantors that 9 A. Not regulatory or investigative body. We have 9 this gentleman at the Brownsville Herald could contact? 10 not. 10 A. I don't believe so. I don't believe so. As I 11 Q. Do you know of anybody within the guarantor 11 said, I had a very short conversation with him. I know 12 group or any third party that you're aware of that 12 Richard spoke with him, so he probably would tell you a 13 launched a complaint with the Toronto Police in relation 13 little more on that issue. 14 to Callidus or Catalyst? 14 Q. Did any other papers call you? 15 A. I don't know, you, know if anybody -- 15 A. Yes. 16 Q. Well, we know that McFarlane did it with respect 16 Q. Or any other media? 17 to the -- because he admitted he did it, which gets me 17 A. Yes. It's a guy in Canada, but I'm confused 18 -- lead me -- to believe that you confide in the press, 18 with Livesy, but it was a guy who worked for the 19 I guess, what you do. But we know that he made the 19 Business Journal -- the Canada Business Journal. I 20 complaint with the Ontario Securities Commission. Do 20 think he ultimately sold the story to the Toronto paper. 21 you know if he is the one who made the complaint with 21 The Business Journal wouldn't print it. 22 the Toronto Police, as was indicated in the Wall Street 22 THE WITNESS: Do you know -- Jim, do you know 23 Journal article? 23 his name, who I'm talking about? 24 A. You know, I do not know who, if anyone, 24 Q. We'll all do that after, but you think it's 25 initiated a complaint with the TorontoDraft police. 25Copysomebody from the Business Journal?

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Page 38 Page 40 1 A. He was a guy writing -- he was a freelance 1 good time to take a ten-, 15-minute break. 2 writer, and I forget his name. 2 THE VIDEOGRAPHER: We're going off the record; 3 Q. Well, maybe we can undertake to find out who 3 the time is 11:23. 4 that name is, and we can talk about it off the record. 4 (Whereupon, a break was taken at 11:23 a.m., and 5 A. He called a couple of times, but for some 5 the interview resumed at 11:42 a.m.) 6 reason, I can't find any record of his calling, and I 6 THE VIDEOGRAPHER: One moment. This marks the 7 don't remember his name. I get him confused with this 7 beginning of Media Number 2 in the video meeting of 8 Bruce Livesy; it sort of sounded like him. 8 Andrew Levy. We are now back on the record. The time 9 Q. Did anybody else, any other newspapers, media 9 is 11:42. 10 outlets? 10 Q. Mr. Levy, just before we start, I did speak at 11 A. No. 11 the break, and I think it is -- actually it's Bruce 12 Q. Did you ever get a call from a Rob Copeland 12 Livesy who's with the Rogers Business Journal that was 13 (phonetic) from the Wall Street Journal out of New York? 13 -- that we talked about. 14 A. No. 14 A. Okay. 15 Q. So obviously, the person who wrote the article 15 MR. RILEY: May I speak? 16 never contacted you? He was the one who actually wrote 16 MR. LESLIE: Yeah, sure. 17 the article? 17 MR. RILEY: Bruce Livesy was a freelancer who 18 A. Never contacted me. 18 wanted to have an article published by the Rogers 19 MR. BISHOP: There was that -- there was a 19 Business Journal. 20 second name on the "By" line in the Wall Street Journal; 20 A. But who's with Mosaic? 21 it was a female reporter. 21 MR. RILEY: It appears to be the same person. 22 MR. LESLIE: Her name is -- 22 A. Same guy? Oh, I see. No wonder why I confused 23 Q. I can ask you that question, too. Jackie McNish 23 him. It's the same guy. 24 (phonetic)? 24 MR. RILEY: That's what I'm saying. 25 A. No. I never got a call from the Wall Street 25 Q. That's why you were confused and that's -- Page 39 Page 41 1 Journal in New York. 1 A. So he does everything. He makes a living doing 2 Q. So you made no comment to them whatsoever? 2 all kinds of things. 3 You've already said you didn't speak to them, but you 3 Q. I just want to go back to -- just to -- the 4 did say that you did have some general discussions with 4 meeting in Albany. Other than the guarantors that you 5 the Brownsville Herald. To my knowledge, they -- did 5 mentioned and the lawyers, were there any other parties 6 they ever write an article? Because I've never seen an 6 at the meeting in Albany? 7 article. 7 A. No. 8 A. I think they did write an article and asked 8 Q. And when we talked about the funding or the 9 whether I was in bankruptcy and some people haven't been 9 possible funding should there have been a Ricoh action, 10 paid. I don't know -- 10 when we were talking about third-party funding, you were 11 MR. BISHOP: It would've probably been in, like, 11 talking about some of these litigation funds that fund 12 2015. 12 all kinds of different litigation; there wasn't anybody 13 A. A long time ago. 13 specific they were going to for the funding? You said 14 Q. It would have nothing to do with this -- what 14 Boies, Smith? 15 we're talking about today? 15 A. No, no. Boies, Schiller. Boies, Schiller had 16 A. No. 16 gone to several litigation funds to fund this, you know, 17 Q. It was just about the fact that there was a 17 Ricoh case. 18 bankruptcy at Esco Marine and -- 18 Q. These were just generic litigation times; there 19 MR. BISHOP: Yeah. It was kind of a big Ontario 19 are not connection to Callidus or Catalyst? 20 news story. 20 A. Oh, no, no, no, no. These are big -- you know, 21 Q. Now, let's take a -- because I'm going to go -- 21 one of the most -- a company called Parabellum. I think 22 maybe we'll take, like, just a quick ten-minute break, 22 Parabellum is in London -- based in London, anyway. So, 23 because I'm going to go into -- just so that people 23 you know, these are big operations. 24 know, I'm going to go into more of a discussion about 24 Q. We spoke about at least two third parties 25 other third parties in a second, butDraft it's probably a 25Copyoutside of the guarantor that we spoke of that you had

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Page 42 Page 44 1 some contact with, and that was Mr. Livesy who gave you 1 what we filed, et. cetera. And, you know, if he was 2 a call directly and you've already gave your testimony 2 interested in it, he'd just go, you know -- he says, 3 about that together with the fact that you had contacted 3 "Well, we have lawyers in the U.S., so we can look that 4 Mr. Milm Smith regarding a report from WestFace. Did 4 up." I said, "Well, you know, it's all there for you to 5 you have contact or did any other third party contact 5 look up." 6 you whatsoever about anything in relation to your 6 Q. Did he ask for any assistance from you going 7 litigation with Callidus? 7 forward? Did he ask anything from you? 8 A. That's a pretty wide-open question. 8 A. No, not at all. 9 Q. I want it to be as wide open as possible, so any 9 Q. And again, back to -- you -- did you keep notes 10 other third party. Any third party. 10 or at least a time when he called in your book? 11 A. So let's, you know, go through my notes. I did 11 A. I don't. I mean, one time, he called me, and I 12 speak to Greg Boland with WestFace Capital. 12 was handling some kind of a mediation in Philadelphia, 13 Q. Let's just -- why don't we do one at a time so I 13 and he called me right before the mediation on my cell 14 don't lose track. So Mr. Boland, did he contact you 14 phone -- 15 directly? 15 Q. So again, obviously, we'll have the same 16 A. He did. He contacted me; I spoke to him two or 16 undertaking for any documentation that you have in 17 three times; and the conversation was, you know, 17 relation to any call with either the guarantors or any 18 basically, "What's happening in your case?", and he told 18 third party, that being both handwritten and electronic. 19 me what was happening in his case, but nothing, you 19 MR. BISHOP: As long as it doesn't impede us 20 know, that you could have gotten just by, you know, 20 getting signed up. 21 getting it off the records. 21 Q. And then, you said that Mr. Boland -- so that 22 Q. When did he first contact you? 22 was the end of the first conversation, and then, he 23 A. You know, I would say probably about a year ago 23 contacted you again? 24 -- about a year ago. So I had a couple of conversations 24 A. A couple of times. I think I probably spoke to 25 with him. 25 him three times approximately. Page 43 Page 45 1 Q. So let's just stick with the one conversation a 1 Q. And is the last time that you spoke with 2 year ago. Was this before or after Mr. Livesy had 2 Mr. Boland? 3 contacted you? 3 A. I would have to say maybe, like, six months ago. 4 A. It was definitely after. 4 Q. And do you recall what that discussion was 5 Q. And he called you, again, sort of, for lack of a 5 about? 6 better term, out of the blue? 6 A. Same thing: "Where are you in your case? What 7 A. Yes, called me. 7 are you doing?" 8 Q. And he starts the conversation -- as best you 8 Q. Did he tell you where he was in his case? 9 can recall, how did he start the conversation? 9 A. He did. He did tell me where he was in his 10 A. Well, he basically just wanted to know the 10 case. 11 status of the Esco litigation and what was happening. 11 Q. What was he telling you? 12 It was the same thing that Livesy was asking, really. 12 A. I don't know. He said he won something, some 13 Q. But why -- did he say why he wanted to know 13 motion. It really didn't affect me, so, I mean, what 14 that? He must have given you some background. If I 14 did I care, quite frankly? But, you know, listen -- you 15 called you out of the blue and said, "Hey, by the way, 15 know, I don't know. I think we ultimately we got a 16 Mr. Levy" -- 16 transcript of that case but not because of him. But 17 A. No, no, no. He told me that, you know, I have 17 yeah, I don't know. He told me some things about what 18 this case with Callidus where they stole one of their 18 was happening in Ontario Court, and as I said, it didn't 19 employees and took a deal -- a wind park or solar deal 19 really affect me, so I just listened. 20 or something like that -- and, you know, they were suing 20 Q. Did he ask, you know -- like, as you were with 21 and Callidus sued him for defamation; you know, he told 21 the guarantors, the guarantors, you guys, sort of, came 22 me all about his case; I really didn't listen or had 22 to, I wouldn't say, an agreement with a capital A 23 much to say. Yeah. But then, he wanted to wanted to 23 agreement, but that you would assist each other and 24 know what was happening with Esco and what were we 24 exchange information and assist in the defenses and the 25 doing, and I told him, you know,Draft where the case was, 25Copycounterclaims as against Callidus and you even went as

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Page 46 Page 48 1 far as having the meeting in Albany. Did Mr. Boland 1 named Bruce Langstaff. I spoke to him on April 25th, 2 suggest that in looking for somebody with your 2 2017. He called me -- the guy is from Canada; I said, 3 assistance? 3 you know, "What are you up to? What is your dog in this 4 A. No. He never asked for anything. We didn't ask 4 hunt?", and he said he worked for Canaccord Adams, but 5 for anything from him. We already had his memorandum, 5 he was, you know, helping Westface. So I said, "Well, 6 and that was about it. 6 do you work for WestFace?" He says, "No. I work for 7 Q. So we dealt with Mr. Boland. Did you -- was 7 Canaccord Adams, but, you know, Greg Boland is a friend 8 there any other third party that contacted you? 8 of mine," or something like that; and -- I mean the 9 A. Yeah. There was a guy named Dave Oswald 9 conversation veered onto talking about Newton Glassman 10 (phonetic) from Forensic Restitution; he contacted me in 10 and he was just getting married and this and that, but 11 June of 2016. David Oswald, Forensic Restitution. I 11 it was really almost nothing about the case. As I say, 12 have no idea. I believe I spoke with him. I sort of 12 I have no idea why this guy called. 13 recall speaking with him. I forgot who he even worked 13 Q. So, you know, this is -- 14 for. 14 A. I mean, apparently, he knew Newton Glassman for 15 Q. What was Mr. Oswald inquiring about when he 15 years, this fellow, Langstaff. 16 contacted you? 16 Q. So he calls you -- let's just -- I'm trying to 17 A. Our case. 17 get some context here. So he calls you again, another 18 Q. In what respect, though? 18 guy who calls you out of the blue, you didn't initiate 19 A. I really don't know. I mean, I don't recall 19 the phone call? 20 exactly what he wanted know. He wanted to discuss our 20 A. Right, did not. 21 case; I discussed our case with him, but I sort of don't 21 Q. And he calls you up and he says, "Hi, I'm Bruce 22 remember a lot, except, as I said, I had a note this guy 22 Langstaff from Canaccord. I'm -- I work at Canaccord, 23 called in June of 2016, and I forgot who he was working 23 but I'm helping you out at WestFace"? 24 for. I think he told me who he was working for, but I 24 A. Yes, helping him out for some reason, a friend 25 just didn't write it down. But anyway that's -- 25 of mine. Page 47 Page 49 1 Q. He was work for? 1 Q. And "I need -- and so, I'm here to gather some 2 A. A company called Forensic Restitution. He was 2 information from you"? 3 working for somebody, you know, involved Callidus, but 3 A. Not really. I mean, you know, the guy's sort of 4 as I say, I don't know. 4 a jovial guy; he seems like a nice guy. 5 Q. Do you know what Forensic Restitution even does? 5 Q. What type of questions did he ask you, if you 6 A. I don't know what they do, but they -- you know, 6 can recall? 7 I think they investigate things. I don't know. I do 7 A. I mean, nothing of any substance, you know? 8 not know. I just give you that name. 8 Nothing of any substance. 9 Q. Did he -- did he ask you to do anything for him? 9 Q. Did he want to know how your case was going? 10 Do you recall the specifics of the conversation? 10 A. He might have asked about the case, but I mean 11 A. No, I really don't recall much about the 11 nothing of any, like, real substance; it was almost like 12 conversation, honestly, except for the fact that had I 12 a personal call. I mean it was kind of -- you're 13 not written it down, I probably wouldn't have recalled 13 talking about odd, it was odd. 14 it at all. 14 Q. Did he want to know that you were still pursuing 15 Q. But your notes don't -- if you can go back in 15 your claims against Callidus? 16 your notes and see if it indicates who he might have 16 A. Yeah, I think we discussed it a little bit, but 17 been was calling on his behalf. 17 I speaking directly to Boland. I told Boland exactly 18 A. No, that's all it says. It says David Oswald, 18 what we were doing, you know, we look it, and then, this 19 Forensic Restitution, June, 2016. That's all my notes 19 fellow calls, and, you know, it was literally like a -- 20 say. I looked at the notes -- 20 as I said, like a -- personal-type call; I have no idea. 21 Q. You don't recall anything else about that 21 Q. How did that initial call end? 22 conversation? 22 A. Nothing. We just had a conversation for five or 23 A. No, I don't, but you can look him up. I mean, 23 ten minutes. You know, as I say, what I recall was he 24 they're involved somehow. That's all I can say. The 24 was -- he apparently knew Newton Glassman, he sued his 25 next guy I did speak to was a fellowDraft on your list there 25Copyfather or something -- you know, I don't know; he just

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Page 50 Page 52 1 knew him for a long period of time, and that was it. So 1 Daryl called me -- the last time he called me -- which 2 -- yeah, that was it. 2 was, you know, maybe a couple of weeks ago. 3 Q. Did he -- any follow-up calls with 3 Q. Any other third party that has contacted you? 4 Mr. Langstaff? 4 We -- now, we know it's Livesy, Boland, Langstaff. 5 A. He might have called a second time, but I don't 5 A. Yeah. Okay. Well, the answer is yes. I'm 6 have a note of it, but I recall he might have called one 6 going to give you, you know, something you may not know 7 more time. 7 -- it's a pretty sensitive piece information -- but I 8 Q. And what was that follow-up call for? 8 was contacted by a firm called Clarity Spring. Are you 9 A. Similar. Nothing of any -- maybe something that 9 familiar with those folks? 10 wouldn't stick in your mind. 10 Q. Clarity Spring? 11 Q. He must have been looking for -- I mean, to be 11 A. Clarity Spring. 12 fair, Mr. Levy, I mean he doesn't know you, so it's not 12 Q. I don't know. I would likely go on break and 13 like he's calling you to schedule a golf game and go for 13 talk to my client. I am not familiar, Mr. Levy, but my 14 drinks or something. So there had to be -- I mean, you 14 client may be, but -- so who from Clarity Spring gave 15 know, you've been around and you're like me; probably, 15 you a call? 16 you know, all us lawyers always understand that 16 A. A fellow named Nathan Anderson (phonetic). 17 somebody's calling for a reason, nobody calls for 17 Nathan Anderson. 18 nothing, and -- 18 Q. And again, this was an unsolicited phone call? 19 A. That's why I found it odd, because he -- as I 19 A. It was definitely an unsolicited phone call. 20 had been speaking to his friend, Boland -- I gave Boland 20 Q. And when did this phone call take place? 21 everything we were doing, you know. So I don't know why21 A. I would say it took place somewhere around 22 he called at all, quite frankly. 22 December of last year. 23 Q. You had a similar conversation, though, with 23 Q. So December, 2016? 24 Mr. Langstaff about what you were doing where things 24 A. Yeah, somewhere around there. 25 were going? 25 Q. And what was the purpose of Mr. Anderson's call Page 51 Page 53 1 A. He was like Livesy; you know, he's one of these 1 with you? 2 guys who's always looking for some details; you know, I 2 A. Well, he wanted to know about the Esco case, 3 mean, he was just like a guy you would meet over a beer. 3 and, you know, basically, I told him what was on the 4 As I say, when you found that odd, I found it odd; he 4 record. I mean, everything about the Esco case is 5 just called to commiserate. I don't know. I mean we 5 really on the record when you come right down to it. I 6 were both in litigation with Callidus; I guess that was 6 know you haven't been involved, but if you look at all 7 the -- 7 the counterclaims, you know, the briefs and all that -- 8 Q. Except that Canaccord's not in litigation with 8 it's all on the record. So, you know, there was -- I 9 Callidus? 9 did discuss it with him. But, you know, I said, "Look, 10 A. No, not Canaccord. I found it odd that he 10 you know, you can read a lot of this stuff, you know" -- 11 worked with Canaccord and he would get involved with 11 Q. But why did he want to know about the Esco case? 12 these things. So I found the whole thing very odd. But 12 A. Well, you have to look up who Clarity Spring is. 13 anyway, he did get in contact me just for your -- the -- 13 You have to -- 14 information. 14 THE WITNESS: Are you familiar at all, Jim? 15 Q. And after the second phone call, was there any 15 MR. RILEY: We might want to go off the record. 16 -- so that second phone call, it looks like the first 16 Q. He can't tell you. So you seem to know what 17 phone call was fairly recent, so that would have been 17 Clarity Spring is. So what is Clarity Spring? 18 just April 25th of 2017, you indicated. So when was 18 A. Well, Clarity Spring files whistleblower cases, 19 this last call that you had? So that would even be more 19 and Clarity Spring -- 20 recent. A month ago? 20 Q. Is it a law firm, or is it -- 21 A. At least a couple of months ago. 21 A. No, no. They do work with a law firm, uh-huh. 22 Q. Did he discuss with you about whether or not you 22 Yeah, they do work with a law firm, but they filed the 23 had any discussions with Callidus regarding settlement? 23 whistleblower in the Platinum Equity case, which was a 24 A. No, no. Definitely not. No. The only person I 24 multibillion dollar hedge fund in New York. They filed 25 had that conversation with was Daryl,Draft you know, when 25Copythat whistleblower case in -- you know, in -- December

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Page 54 Page 56 1 of last year, those guys were arrested in the Southern 1 what he said. I later checked them out, like I checked 2 District of New York, and the whole fund has blown up or 2 everyone else out, including you, before I meet with 3 whatever. So anyway, I believe -- I do not know, but I 3 them, right, and found out they were in the Platinum 4 believe they filed the whistleblower memorandum in this 4 case, the Wall Street Journal was heavily involved in 5 case. So -- 5 the Platinum case. 6 Q. And that would be with the -- with the -- U.S. 6 Q. And you said that you believe that he filed a 7 authorities you're saying, a memorandum? What's a 7 memorandum? 8 memorandum? Like a -- 8 A. Well, I believe that's where he was going. 9 A. It's a detail -- these guys have done a lot of 9 Q. Do you know if he filed a memorandum with the 10 work. These guys have done a lot of work. 10 Ontario Securities Commission? 11 Q. And how do you know that? 11 A. He wouldn't do that. 12 A. Because of the depth of what this guy knew when 12 Q. No? 13 I spoke with him. 13 A. The Ontario Securities Commission doesn't have a 14 Q. And when you say "the depth of what he knew" -- 14 great reputation in the United States; it's considered a 15 "the depth of what he knew," do you mean he knew about 15 toothless organization. He wouldn't have filed it -- 16 other cases other than Esco? 16 Q. Do you know if he's filed anything in the U.S., 17 A. He knew a lot about Catalyst. 17 to your knowledge? 18 Q. Catalyst or Callidus? 18 A. I do not know. I do not know. 19 A. Catalyst. 19 Q. Did he -- after your December of 2016 phone 20 Q. Catalyst? 20 call, did he follow up with you at all? 21 A. He knew a lot about Catalyst. 21 A. No. 22 Q. What was he asking of you? 22 Q. And you've had no further communication with 23 A. Just -- he was asking about the Esco case. As I 23 Clarity Spring? 24 was say to people, if you're asking me about the Esco 24 A. I have -- he might have called once more, but, 25 case, it's all on the record when you come right down to 25 you know, I don't have any record of it. Page 55 Page 57 1 it. 1 Q. When he was calling once more, do you recall 2 Q. But he was relaying a lot information to you 2 what the purpose of that phone call was and what was 3 that indicated that he knew a lot about what was going 3 discussed at that time? 4 on with Catalyst Callidus? 4 A. No. I mean, all he wanted was information about 5 A. Yes. 5 Esco and the case, basically -- not about Esco, but the 6 Q. When he got on the phone, when he first 6 case. Where was the case, what was the status. 7 introduced himself, he would have introduced himself as 7 Q. So when was the last time you think -- when you 8 "Mr. Anderson from Clarity Spring. I want to ask a few 8 say he might have called one more time -- we know that 9 questions, because I am looking to do something, or I am 9 December, 2016 was the initial phone call. So is this a 10 investigating something, or I am" -- 10 recent phone call in the last 30, 60, 90 days? 11 A. Yeah. That's -- 11 A. No. These calls were all around at the turn of 12 Q. So what did he say? 12 the year. In other words, the first call was somewhere, 13 A. He said he was investigating Callidus and 13 I would say, December, give or take, as I don't have a 14 Catalyst. 14 record of it. The second call, if there was a second 15 Q. And you advised him what the status of your Esco 15 call, would have come around February or so. I seem to 16 case. How did he -- did he ask for anything from you? 16 recall he called back; I can't say for sure. But 17 Any deliverables of any type? 17 anyway, I spoke to him at least once. 18 A. No, no. 18 Q. Okay. So that's Mr. Anderson. Any other -- 19 Q. Did -- and how did the conversation end? 19 let's move on to some other third parties. 20 A. Well, I think he, you know, got what he wanted; 20 A. And then, you know, the law firm they work with 21 I told him about the case. 21 is a law firm called Berman D'Valario. Berman -- 22 Q. Did he say to you what he planned to do -- what 22 B-E-R-M-A-N -- D'Valario -- D-V-A-L-A-R-I-O. They're in 23 Mr. Anderson had planned to do? 23 Boston, and they filed whistleblower cases; they filed 24 A. No, he -- but I asked him. I asked him, and he 24 Platinum case. 25 said, "Well we work on whistleblowerDraft cases," and that's 25CopyQ. And did they contact you, somebody from Berman?

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Page 58 Page 60 1 A. It's possible, because I have the name Bryan -- 1 Q. Shawn Kimmel of K2 Partners? 2 B-R-Y-A-N -- Wood. Bryan Wood from Berman D'Valario. 2 A. Oh, no. That's the other guy I can't find. 3 They've actually changed their name. I happened to look 3 This other guy, Kassam, is some kind of a short-seller- 4 them up last night, because I was trying to get my 4 type character. No. Kimmel -- I've never heard of 5 thoughts here. They changed their name to Berman 5 Kimmel. 6 Tobacco. 6 Q. Or anybody at K2 Partners? 7 Q. And so, do you recall what the conversation with 7 A. No. I can't even find them either. 8 Mr. Wood was about? 8 Q. Matthew MacIssac MMCAP? 9 A. No, I don't even recall that I had a 9 A. I don't know him. 10 conversation with him, but I have his name down from 10 Q. Nothing? No contact? 11 these other guys, but I may very well have spoken to 11 A. Never heard of him. 12 him. 12 Q. Marc Cohodes? C-O-H-O-D-E-S? 13 Q. And if you did speak to him, would that have 13 A. I did not have any contact with him. There was 14 been around the December, 2016, January, 2017 -- 14 a Google image guy that just got himself killed by 15 A. Yes, it was all -- yes, around that time. 15 Warren Buffett, just got run over. What is it? Home -- 16 Q. Did Mr. Wood indicate to you what his plans were 16 whatever is the Canadian lender who sold it short and 17 or -- 17 Buffett bought it and -- 18 A. No, not particularly, except he was working on 18 Q. Sahan Adrangi -- that's S-A-H-A-N, A-D-R-A-N-G-I 19 the Callidus matter and, you know, wanted some 19 at Kerrisdale Capital? 20 information. You know, as I say, we don't like these -- 20 A. I don't know. 21 we like to litigate in Texas, if we litigate, so we 21 Q. Nobody? No one ever contacted you? 22 don't like newspapers and other people poking in, 22 A. I never heard of those people. No. I never 23 because they just cause problems. So I was very 23 heard of those people. 24 circumspect on what I said to him, and I just gave him 24 Q. So of the third parties that contacted you 25 stuff on the record, because, you know, that guy's not 25 throughout this process, we know Bruce Livesy? Page 59 Page 61 1 doing me any good, I mean, so -- but anyway, they did 1 A. Uh-huh. 2 call. 2 Q. We know that you contacted Matthew Milm Smith? 3 Q. Any -- now, the next third party? 3 A. Uh-huh. Yes. 4 A. That's it. That's it. You have exhausted my 4 Q. We know that Mr. Langstaff contacted you from 5 entire sheet of people I've spoken to, and I have 5 Canaccord. We know that Mr. Oswald from Forensic 6 reviewed -- I actually prepared for this. I have been 6 Restitution you. We know that Nathan Anderson from 7 reviewing all my notes. 7 Clarity Spring contacted you. And we know that Bryan 8 Q. Do you recall if a Roland Keiper from Clearwater 8 Wood from the Berman law firm contacted you. 9 Capital or anybody from Clearwater Capital gave you a 9 A. Might have contacted me. I don't recall whether 10 phone call? 10 I spoke -- I believe I did, but I just don't recall it. 11 A. No. I looked all these guys up. I never heard 11 Q. And there's no other party that contacted you 12 of Roland Keiper; I now know who he is. But Greg Boland 12 that you recall? 13 worked for Keiper at some point. So that's all -- I 13 A. I can't recall any other party, and I don't have 14 know that from looking it up. 14 any others. I made a pretty thorough search of the 15 Q. Puri? Sunny Puri from Anson Partners or anybody 15 little notes that I keep these days, so I don't keep 16 from Anson Partner? 16 time sheets anymore. 17 A. No. As I say, the first time I've ever -- when 17 Q. Fair enough. Now, do you know in your 18 I looked them up, they were, like, short sellers, these 18 conversation with the other guarantors of whether or not 19 guys. 19 any of the parties that contacted you, those being 20 Q. But you've spoken to them or knowingly called 20 Livesy, Boland, Langstaff, Oswald, Anderson, Wood, 21 them, nobody has called to you? 21 whether or not they received similar phone calls? 22 A. No. I never spoke to them, never heard of them. 22 A. From? 23 Q. Moez Kassam -- K-A-S-S-A-M? 23 Q. From any of those third parties that you -- that 24 A. I never heard of him, I never spoke to him, and 24 contacted you. 25 I can't find him on Google, so -- Draft 25CopyA. I don't know. I have no idea.

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Page 62 Page 64 1 Q. Did you have any discussions with the guarantors 1 don't know if he was, you know, serious or has any 2 about third parties contacting you? 2 money, et. cetera. 3 A. Contacting me? No. I might have had a 3 Q. Right. So you don't know where he's going to 4 conversation with Daryl about Clarity Spring; they might 4 come up with this six figures? 5 have contacted him, too. I might have had that 5 A. I have no idea, because I didn't have any 6 conversation only with Daryl, not with any of these 6 interest, and -- 7 other folks. 7 Q. But Richard might know a little bit more, so 8 Q. You don't know if Livesy contacted any of the 8 we'll call -- 9 other guarantors? 9 A. Richard might know. Richard might now. You can 10 A. Who? Livesy? I don't know about Livesy. He 10 follow up with Richard. 11 knew everything; he must have contacted everyone. You 11 Q. Did -- any of these third parties that you 12 know, he never told me he did, but, you know, the guy's 12 mentioned to us, did they provide any -- were they 13 like a walking encyclopedia. 13 willing to provide any -- non-financial support to 14 Q. Do you know if Mr. Boland had contacted any of 14 support your claim as against Callidus? 15 the other guarantors? 15 A. Only the guarantor -- the three other guarantor- 16 A. I do not know. 16 type litigants, they, you know, were prepared to write 17 Q. Do you know if Mr. Langstaff, has he contacted 17 affidavits, et. cetera. And Kevin Baumann; he did write 18 you, did he contact other guarantors? 18 an affidavit in the Esco litigation. 19 A. Yeah, I have no idea what he did. 19 Q. Did any of these third parties either discuss 20 Q. Mr. Oswald? Did he contact any other 20 with you or ask you or have any discussions with you 21 guarantors, do you know? 21 about filing a complaint with the Ontario Securities 22 A. I don't know, but he's with some firm that 22 Commission? 23 sounds like he might well have, but I have no idea; he 23 A. No, no. 24 didn't tell me. 24 Q. You seemed to hesitate, so I just want to make 25 Q. You believe Mr. Anderson would have contacted 25 sure that -- Page 63 Page 65 1 Mr. Levitt. Do you know if he contacted any other 1 A. Well, we talked about it. As I say, it does not 2 guarantors? 2 -- not to cast dispersions, but it just doesn't have a 3 A. I would imagine he did. As I say, I don't know, 3 great reputation with the United States. I mean, Canada 4 but this guy sounds like a pretty thorough character so 4 has no national securities commission like the SEC. I 5 -- but I don't know; I really just discussed the Esco 5 mean, the SEC is, you know -- 6 matter with him. 6 Q. So who would you have discussed the difference 7 Q. Other than these conversations that you've relay 7 between the SEC and the Ontario Securities Commission 8 to us with third parties, those are all -- that is the 8 with? Like, who -- out of these third parties, who did 9 full list of third parties that contacted you throughout 9 you have those discussions with? 10 this litigation? 10 A. Only with Daryl. Daryl's a lawyer. You know, 11 A. Yes. 11 but, as I say, no one ever asked me to join in with 12 MR. BISHOP: When you said -- did you say Milton 12 filing anything with the Ontario Securities Commission, 13 Smith or Gary Smith? 13 and we haven't, and if anyone asked us, we wouldn't, but 14 THE WITNESS: Milme -- M-I-L-M-E. 14 no one asked us. 15 MR. BISHOP: But we talked about a Gary Smith, 15 Q. So you believe that Daryl may therefore -- as a 16 too. 16 result of your conversation, did Mr. Levitt, to your 17 MR. LESLIE: Gary Smith is another guarantor. 17 belief, contacted Mr. Anderson of Clarity Spring to 18 Q. I'm going to go through a few more similar 18 advise him of the possibility of any whistleblower 19 questions that I did with the guarantors, and then, I 19 action in the United States? 20 think we're going to take just a quick break, and then, 20 A. No. I don't think Daryl Levitt had any anything 21 we'll come back to finish up the questioning. Did any 21 to do with that. Just by my feelings and what I've 22 of these third parties that you spoke to look to offer 22 heard, I don't think he had anything to do with it. I 23 you any financial support to continue on with your 23 think they sort of intimated they were hired by limited 24 litigation against Callidus? 24 partners of Catalyst; they intimated that. That's, you 25 A. No. We just got only Baumann.Draft As I say, I 25Copyknow, what I gleaned --

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Page 66 Page 68 1 Q. Mr. Anderson of Clarity Springs intimated to you 1 were -- had intimated to you that they were going to go 2 during the phone conversation that some limited partners 2 to the press with this -- their -- you know, their -- 3 of Catalyst had contacted Clarity Spring? 3 allegations? 4 A. That's what I gleaned. I don't know if it was 4 A. No. The only thing I know is Clarity Spring, 5 -- yeah, that's what I gleaned from it. 5 you know, must have had some relationship with the Wall 6 Q. Do you know -- did any of these third parties 6 Street Journal. 7 advise you -- did he mention -- just let me step back in 7 Q. And why do you say that? 8 that question. Did he advise you who those limited 8 A. Because they wrote a story on Platinum -- they 9 partners were? 9 wrote a story on Platinum before those guys were 10 A. No. 10 arrested. It broke the story, I believe, the Wall 11 Q. He just intimated that there was limited 11 Street Journal. 12 partners of Catalyst that were looking at retaining 12 Q. None of those third party groups, as you've 13 Clarity Spring? 13 indicated, they were not there to provide you with any 14 A. That's what I gleaned. You, know, I asked him 14 financial assistance or non-financial assistance; is 15 who he was working for. You always want to know, you 15 that correct? 16 know, if somebody's asking questions who you're working16 A. That is correct. 17 for. So he sort of intimated; he wouldn't tell me 17 Q. Okay. Let's -- we'll just go off the record for 18 directly. He might have been working for himself for 18 two seconds or probably five minutes, and then, I'll 19 all I know, but anyway, that's what he intimated. 19 finish up with my concluding questions. 20 Q. Did any of these third parties have any 20 THE VIDEOGRAPHER: We're going off the record. 21 discussions with you about filing a complaint against 21 The time is 12:21. 22 the Toronto Police -- filing a complaint with the 22 (Whereupon, a discussion was held off the 23 Toronto Police against Callidus? 23 record.) 24 A. No, no. We went over that. 24 (Whereupon, a break was taken at 12:21 p.m. 25 Q. And none of the third parties that we just spoke 25 and the interview resumed at 12:38 p.m.) Page 67 Page 69 1 of had any discussions with you about the Toronto 1 THE VIDEOGRAPHER: One moment. We are now back 2 police? 2 on the record. The time is 12:38. 3 A. I don't know. I mean, Daryl may have mentioned 3 Q. Okay. I am going to put this on the record just 4 it to me, but, as I say, we don't care about the Toronto 4 because we need the clarification. So earlier this 5 Police, honestly. I mean, know you're from Toronto, but 5 morning, we had some off-the-record discussions that you 6 we don't care about the Toronto Police. 6 made that Roland Keiper of Clearwater Capital may have 7 Q. But Daryl -- out of all the parties we named, 7 contacted you, and that was a mistake -- I won't use "a 8 the guarantor group and the third-party group, Daryl was 8 mistake," an inadvertence -- by your lawyer, because you 9 the only one who may have been discussing the Toronto 9 did look him up on the Internet, but there was no 10 Police with you? 10 contact between you and Mr. Keiper directly? 11 A. Yes, because I had most of my discussions with 11 A. No, no. There was never -- he never contacted 12 Daryl. As I say, Daryl is a lawyer, et. cetera. I felt 12 me, I never contacted him. I never heard of him until 13 more comfortable speaking with him. 13 you promulgated that list and -- but I did look him up 14 Q. Did any third party, either Mr. Anderson or any 14 and found out who he was. 15 of the third parties that we've named of the third party 15 Q. Fair enough. I just want to go back to that 16 group, did they ask you to assist in filing a complaint 16 call that you had with Mr. Anderson from Clarity Spring. 17 with the SEC? 17 You indicated that he -- that two things: one, that it 18 A. No, they definitely didn't. 18 was very sensitive, and I don't know what you meant by 19 Q. Nobody approached you to do so? 19 "sensitive." Did Mr. Anderson say it was sensitive to 20 A. No, definitely not. 20 you, or was it -- 21 Q. Did any of the third parties have any 21 A. Well, you know, I don't know all the law, but 22 discussions with you about going to the press with 22 when you interfere with whistleblowers, you can get into 23 respect to claims as against Callidus or Catalyst? 23 a lot of trouble. So I don't want to be there. You 24 A. No, no. 24 know, I tried to be forthcoming with you, probably -- 25 Q. Were you aware that any Draftof these third parties 25Copywhich, you know, you've asked me to do and I agreed to

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Page 70 Page 72 1 do, but as I say, you mess with whistleblowers, you can 1 Q. And we know that other media outlets contacted 2 get in trouble. 2 you, but you've indicated that you didn't give them any 3 Q. So that was your reference to "sensitive"? 3 information, either the Wall Street Journal or any other 4 A. Yes. 4 media outlet; you indicated that you had not -- you did 5 Q. And then, you indicate, too, that he seemed to 5 you speak to them? 6 have in-depth knowledge of Catalyst and Callidus, and 6 A. No, I spoke to this fellow Ben Dummett met from 7 when you say "in-depth knowledge," is there any 7 the Wall Street Journal Toronto or Canada edition and I 8 specifics -- can you give me specifics of why you say 8 told him about the Esco case. 9 that he had in-depth knowledge that you recall? 9 Q. That was it? 10 A. I don't have any specifics, but he -- this guy 10 A. That was it. 11 knew what he was talking about. I mean, he had clearly 11 Q. And did you -- do you recall if you ever got 12 knew all the background, and -- he just knew a lot; that 12 contacted by a Lawrence Delevingne -- 13 was my impression of him. I can't give you any 13 D-E-L-E-V-I-N-G-N-E? 14 specifics that I remember, but he knew a lot; he -- you 14 A. No, it does not ring a bell. 15 know, I wasn't his first call. 15 Q. It does not ring a bell? 16 Q. But you don't know who else you spoke to because 16 A. No. 17 you indicated previously you weren't sure if he spoke 17 Q. Did anybody from the news organization Reuters 18 any of the other guarantors -- 18 end up calling -- contacting -- you? 19 A. I have no idea who he spoke to, but I have a 19 A. You know, it's possible. It's possible, but I 20 feeling he spoke to a lot of people. 20 just don't recall it. I have a note here; I say 21 Q. Just on David Oswald -- at the break, we noticed 21 Reuters, John Tellik (phonetic), but I don't know if he 22 that David Oswald with Forensic Restitution is actually 22 called and I never called him back; I just don't recall 23 out of Toronto, Ontario. 23 speaking with him, except I recall I think he called me 24 A. Oh, is he? Okay. 24 and left a message, and I don't think I ever got to 25 Q. Do you know if any of the -- did you have any 25 speak with him, but I believe he did call. Page 71 Page 73 1 discussions with the guarantors in Ontario about the 1 Q. And any other -- just so -- I want to cover off 2 possible retention of Mr. Oswald? 2 everything. Any other -- in your notes there that you 3 A. No, no. As I say, I never discussed it with 3 have, any other any other media outlets that you can 4 anybody. He called me, and I don't recall much about 4 recall? 5 him, except I had a note -- you know, Forensic 5 A. No, no. As I said, this guy Livesy, as I say, 6 Restitution, David Oswald, June, 2016. That was my only 6 he was working for a Canadian business journal or 7 note, and I vaguely remember that this guy called me, 7 whatever; he said he was writing a story, called several 8 but I forgot who he represented. I did ask him, and I 8 times. 9 just forgot who he was employed. 9 Q. And anybody else -- 10 Q. Again, I think, given to your Counsel an 10 A. I've given you all the media. As I say, I don't 11 undertaking, if that does play some -- you know, it's 11 like talking to the media. 12 another -- all these questions are important, but that's 12 Q. So nobody else in the media, we've covered off 13 another important piece. If you do end up recalling or 13 all the guarantors, the guarantor group that you spoke 14 you find it in your notes or in an e-mail, I ask that 14 with, and we covered off all the third parties? 15 you -- 15 A. Yes, we have. 16 A. We'll let you know. As I say, when I talk to 16 Q. And just -- I don't know if I've asked the 17 someone, I ask them who they're calling on behalf of. 17 question directly, and you probably have given the 18 Q. And I'm just canvassing some of the older 18 answers, but I'm just going to go through these fairly 19 questions. You indicated when we talked about the media 19 quickly. I think you've indicated that neither you nor 20 that you had spoken to the Brownsville Herald, I 20 any of your advisors file any complaint with OSC? 21 believe. That was way back when when they had nothing 21 A. No. You asked that about three times, but no. 22 to do with the "whistleblower" or any of that 22 Q. And not with the Toronto Police either? 23 operation? 23 A. No. I definitely didn't. 24 A. No, no, it was in March; that was when Esco 24 Q. I think I told you I may repeat some of the 25 stopped operating. Draft 25Copyquestions, but I always find that sometimes you don't

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Page 74 Page 76 1 ask all the questions and you leave and you go, "Jeez, I 1 him, because he has gotten in trouble with one of these 2 should have -- I don't know why I didn't ask that 2 securities commissions. So I said -- yeah, I mean, I'm 3 question." So there was nobody that advised you that 3 not going to call that guy. So, you know -- but I got 4 there was this -- any coordinated effort to make 4 his name out of some report or something -- I don't know 5 complaints to the Ontario Securities Commission or the 5 where I got his name, quite frankly -- but I got his 6 Toronto Police Department? 6 name. 7 A. No. 7 Q. Anybody else on your sheet? 8 Q. We have -- we have your undertaking to provide 8 A. No, that's it. 9 all the documents and either letters, e-mails, memos 9 Q. And if you, again -- you do have, as we're 10 meeting notes, texts, everything that you have in 10 looking to answer these undertakings, you do have -- if 11 relation to your communications with the guarantors and 11 anything comes up, you are -- or another name pops up or 12 any third parties. 12 when you're looking through your notes again when you're 13 A. Yeah. We try to keep, you know, very low e-mail 13 producing this, you do have an undertaking to provide 14 traffic, because we don't like e-mails. 14 that to us. 15 Q. You don't -- other than the information you've 15 MR. LESLIE: And what I'd also like, Counsel, is 16 told me, you don't have any other information about any 16 that, you know, we're not going to go through another -- 17 coordination amongst the guarantors or third parties or 17 because we do have to get this done, but if another name 18 anything to attempt or to look to short-sell the stock 18 does pop up, I would ask that the name be provided 19 of Catalyst or Callidus? It should be Callidus. 19 together with the background of why the name has popped 20 A. No, we don't know a lot about that and, you 20 up and what it is about and what occurred, because I 21 know, it's not our -- you know, not our -- concern. 21 just don't want to be left -- you know, you look through 22 I've never sold stock short myself, so I wouldn't do it; 22 the whole thing, there's a name, and we have no context 23 it's a very risky thing to do. 23 to that name. 24 Q. Just give me one second. One last question. I 24 A. I don't think it's going to happen, because, as 25 know you've been -- and I appreciate -- and I will say 25 I say, I made a pretty thorough search -- Page 75 Page 77 1 this: that you've spent the time to go through your 1 MR. LESLIE: Is that fair? 2 notes and to try to narrow down phone conversations and 2 MR. BISHOP: As long as we sign today and walk 3 that kind of thing. Is there anybody else on that sheet 3 out with signature pages. 4 that you have not mentioned to us during this 4 Q. The last question I do have for you that I 5 examination? 5 didn't ask is, did you become or how did you become 6 A. No, there is nobody on this sheet. I have gone 6 aware of any settlement with Gary Smith from Opes? 7 over the sheet a couple of times, but I'll go over it 7 A. I think Daryl told me. 8 again. No, I have Wes Voorheis (phonetic) on this 8 Q. Daryl told you? 9 sheet, because somebody gave me his name. I do not 9 A. Yeah. 10 believe I ever spoke with Wes Voorheis. In fact, I 10 Q. Did he tell you -- was he able to tell you the 11 almost can certainly tell you that, but somehow, I had 11 details of the settlement? 12 his name, so I stuck it down here, because I know he has 12 A. No. 13 had involvement. 13 Q. It was just that he had settled? 14 Q. So you don't know how you came up with 14 A. He had settled and he was out of there -- out of 15 Mr. Voorheis's name? It would have been through a 15 the group. 16 guarantor? 16 Q. Did he tell you any details of the settlement -- 17 A. Someone -- one of these guys. It could have 17 the amount of the settlement, how much it was for or 18 been Livesy -- I don't know -- but I have his name, he's 18 anything? 19 a securities lawyer, he worked with Newton Glassman in 19 A. No. 20 the Conrad Black (phonetic) matter years ago. I know 20 Q. Nothing? Just that it was settled? 21 who he is, but I do not believe I ever spoke with him. 21 A. Yes. It was gone. It wasn't going to have him 22 And the other guy I have on this sheet is a fellow named 22 around anymore. 23 Eric Inspector (phonetic) from Captor Financial, who I 23 Q. Okay. I think -- thank you for your time, and 24 found was a Callidus borrower, but after I looked him 24 subject to, you know, getting the undertakings, those 25 up, I decided that I didn't want toDraft really to talk with 25Copyare my questions.

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Page 78 Page 80 1 A. Okay. Very good. Thank you. I will update 1 A. Yes. 2 you -- 2 Q. And you have filed defenses and counterclaims? 3 THE VIDEOGRAPHER: This marks the end of Media 3 A. Yes. 4 Number 2 interview meeting of Andrew Levy. We are going 4 Q. And in reviewing your defense and counterclaim, 5 off the record. The time is 12:51. 5 I've noticed that the defense and counterclaims that you 6 (Time noted: 12:51 p.m.) 6 filed are similar to those ones filed by other 7 7 guarantors that are being sued by Callidus, so in 8 8 Ontario and other places. And as I indicated to 9 9 Mr. Levy, I don't believe in coincidences as I get 10 10 older, so I would suggest to you that there have been 11 11 discussions amongst the guarantors with respect to what 12 12 will be filed in defense to the actions by Callidus, 13 13 what strategies there are to move forward, et. cetera. 14 14 So my first question to you is, is, what guarantors have 15 15 you been in communication with with respect to the 16 16 claims that have been brought by Callidus as against 17 17 other guarantors? 18 18 A. Well, I think Daryl Levitt, Jeff McFarland has 19 19 exchanged resources, and the other gentleman was with 20 20 the coal company out of Kentucky, and -- 21 21 Q. Richard Molyneux? 22 22 A. I never talked to him. I met him once, but I 23 23 never really talked to him about anything. 24 24 Q. But you've spoken to Mr. McFarlane, you've 25 25 spoken to Mr. Levitt? Page 79 Page 81 1 THE VIDEOGRAPHER: One moment. This begins 1 A. Yes. 2 Media Number 1 of Richard Jaross in the Matter of 2 Q. Any other guarantors that you've spoken to? 3 Callidus Capital Corp. versus Esco Marine. This meeting 3 A. Kevin Baumann. 4 is being held at Hodgson Russ, LLP on 8-30-2017. My 4 Q. Did you ever speak to Gary Smith? 5 name is Joe Barrion from U.S. Support, and I am the 5 A. I met him, I believe, but I'm not a hundred 6 video specialist. The court reporter today is David 6 percent sure up in the meeting we had up in Albany. 7 Novick, also from U.S. Legal Support. We are going on 7 Q. And we'll get to that meeting in a second. 8 the record at 12:55 p.m. Counsel will now state their 8 Gerald Duhamel? 9 appearances for the record. 9 A. I met him just briefly at that same meeting. 10 MR. BISHOP: Brent Bishop for Mr. Jaross and 10 Q. But no conversations with him? 11 Mr. Levy. 11 A. No, not really. 12 MR. LESLIE: John Leslie for Callidus. 12 Q. Did you speak at some point with Jerome Harvey? 13 THE VIDEOGRAPHER: And will the court reporter 13 A. I don't recall. 14 please swear in the Witness? 14 Q. Did you speak with a Sandra McNeilly dealing 15 THE WITNESS: Sworn. Richard Jaross. 15 with Sherwood Hockey? 16 EXAMINATION BY 16 A. No. 17 MR. LESLIE: 17 Q. Did you ever speak to to Blaine Johnson from 18 Q. Mr. Jaross, just before we get on, as we're 18 Midwest Asphalt? 19 doing our examination of you right now, again, I'll 19 A. No. 20 preface it with this is for the purposes of settlement 20 Q. Jeffrey Reed from Midwest Asphalt? 21 discussions, so it is not a normal deposition, but it's 21 A. No. 22 for purposes of settlement discussions as we move 22 Q. Dr. David Genecov -- G-E-N-E-C-O-V -- from 23 forward, okay? Mr. Jaross, you are a Defendant in a 23 Forest Park Medical? 24 claim brought by Callidus against you pursuant to a 24 A. No. 25 guarantee that you executed, correct?Draft 25CopyQ. Dr. Robert Wyatt from Forest Park Medical?

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Page 82 Page 84 1 A. No. 1 Q. And in those conversations with Mr. Levitt, did 2 Q. Dr. Wade Baker from Forest Park Medical? 2 you guys -- were you agreeing as a guarantor group to, 3 A. No. 3 sort of, get together and assist one another? 4 Q. Blair -- I missed one here, because I wrote down 4 A. I think that was the nature of it. 5 -- my writing's so bad that I can't read my own writing, 5 Q. And that was to assist in what respect? 6 so I just got to get Blair Bury from Midwest Asphalt? 6 A. We thought there was the basis for a Ricoh case, 7 A. No, I don't believe so. 7 because I remember. 8 Q. Now, do you recall how your -- who initiated or 8 Q. And that was the reason that you went to this 9 how discussions took place with Mr. McFarlane, firstly? 9 meeting in Albany: to talk to lawyers about that? 10 A. I don't know how they started; it was just 10 A. That's correct. 11 conference calls. 11 Q. And I'll get to that in a second. With respect 12 Q. And you don't know how those began, though, 12 to Mr. Molyneux, was he on all these phone calls? 13 whether it was Mr. McFarlane that contacted you guys or 13 A. Mr. Who? 14 you contacted Mr. McFarlane? 14 Q. Molyneux? Richard Molyneux from Opes? 15 A. I really don't remember. 15 A. I don't know. 16 Q. What about with Mr. Levitt? 16 Q. But you recall that Mr. Levitt was, yourself? 17 A. Same thing with Daryl: I only had conference 17 A. Mr. Levy. 18 calls set up; I got on them and listened. That was 18 Q. Mr. Levy? 19 about all. 19 A. I don't really remember who else was on them. 20 Q. And who, to your recollection, was scheduling 20 Q. Was Mr. Duhamel on any of these calls? 21 these conference calls? 21 A. I don't recall. He could have been. 22 A. I don't know. I really, truthfully, don't know. 22 Q. But you don't recall. With respect to these 23 You know, I know it was Daryl or somebody else. I don't 23 phone calls, you would talk about strategy, you'd talk 24 know. I'm trying to be forthright about it. I don't 24 about a Ricoh case. Did you talk about funding of the 25 remember. 25 litigation? Was there any funding talk? Page 83 Page 85 1 Q. But how did you know to get on these conference 1 A. I think there was some conversations. Getting a 2 calls? 2 lawyer to take the Ricoh was the idea -- it was Boies, 3 A. I would get a -- probably a -- call from Andy or 3 Schiller or whoever it was -- and then, having a company 4 I'd see an e-mail. 4 finance it, which is a business in itself. 5 Q. And do you recall what -- when these conference 5 Q. Did any of these guarantors, to your knowledge 6 calls first began? 6 when were you speaking to them and having discussions 7 A. No. 7 with them, did any of these guarantors offer you any 8 Q. Do you keep any notes or other documentation 8 financial support, to you to Esco, or to you or Mr. Levy 9 with respect to calls that you're on? 9 in support of your litigation as against Callidus? 10 A. No. Not these. No. 10 A. The only one that ever did was Kevin Baumann, 11 Q. Not these. Do you recall if you kept any notes 11 who was -- I don't know whether it was a month ago or 12 of any of these conversations? 12 so, he offered to put up whatever money. I don't know 13 A. No. 13 if's for real or not, and I wasn't interested. 14 Q. But you were on e-mails between the guarantors? 14 Q. Let's talk about that conversation with 15 A. Between certain guarantors, not all of them. I 15 Mr. Baumann. So he called you, or how did this 16 don't think Kevin Baum or whatever his name is -- 16 conversation take place? 17 Q. Baumann. 17 A. He called me, yeah. 18 A. -- I don't think he was involved with a lot of 18 Q. And what was the purpose of that phone call? 19 these conference calls. 19 A. Generally just sharing the same misery we're 20 Q. Who was -- to your being involved in these 20 both going through, and then, you know, he said, "I'm 21 conference calls, who was, you would say, the person 21 there to help you finance any litigation you have to do 22 that was kind of running the conversation? There's 22 with these people," and I said, "I think we can handle 23 always somebody, right, that's, sort of -- 23 it ourselves" -- you know, I didn't want to get involved 24 A. Yeah. I would say Daryl was the one driving, to 24 with him with that. 25 the best of my knowledge. Draft 25CopyQ. Was he concerned in the phone call that you may

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Page 86 Page 88 1 be settling with Callidus and he would rather have you 1 Q. Do you recall who was at that meeting? 2 continue on to fight because the more people that are 2 A. I think all the parties you mentioned. You 3 fighting, the better off it is for everyone? 3 know, Levitt -- 4 A. No, I never heard that and I never discussed any 4 Q. I'll go through them just to be clear. So was 5 of our settlement talks with anybody. 5 Kevin Baumann there? 6 Q. And how much was he offering to pay you? 6 A. No, not that I recall. 7 A. I don't know. I think I recall, he was, like, 7 Q. Daryl Levitt was there? 8 "I could put up a quarter of a million dollars" or 8 A. Yes. 9 something like that. I don't remember exactly. I'm not 9 Q. Was Richard Molyneux there? 10 -- I don't know if I heard that from Andy or I heard it 10 A. I don't remember. Is he part -- 11 from him or if he just gave me a general "I'll help 11 Q. He's part of the Opes Fortress Group. 12 you." 12 A. He might have been I can't -- 13 Q. Did you think that's a fairly odd conversation 13 Q. Jeffrey McFarlane? 14 to have: that somebody's volunteering a quarter of a 14 A. Yes. 15 million dollars to you to help you guys out? 15 Q. Gerald Duhamel. 16 A. Well, I would say he was very angry at Callidus, 16 A. I met him. 17 rightfully, and I was also angry at Callidus losing my 17 Q. Gary Smith? 18 whole business, so, you know, I could understand where 18 A. I believe I met him there. 19 he was coming from. 19 Q. Mr. Levy? 20 Q. Did you ask him where he was going to get this 20 A. Of course. 21 money from? Was there any discussion about that? 21 Q. Any other third parties that were at that 22 A. No, I didn't get into that, because I wasn't 22 meeting? 23 interested in -- 23 A. I don't -- there might have been, the I don't 24 Q. He never said to you that, "Oh, jeez. I got 24 know. There was a lady there representing the Bluberi 25 some third parties that could help us out and we could 25 Group -- part of the Bluberi Group -- but I don't Page 87 Page 89 1 raise this money" or anything along those lines? 1 remember her name. 2 A. No. Maybe we did all talk about horses and 2 Q. You don't remember her name? 3 other stuff after that. 3 A. No. 4 Q. Is it fair to say with respect to this 4 Q. Did anybody keep a list of who was in attendance 5 litigation -- I know you were involved and you had these 5 at that meeting? 6 conversations -- was Mr. Levy taking the lead on a lot 6 A. I didn't, no. 7 of these conversations in the litigation, knowing his 7 Q. Maybe you can ask -- maybe Mr. Levy might have a 8 background? 8 list -- you can ask if Mr. Levy if he has a list; I 9 A. Yes. 9 would like to know who that woman was from Bluberi, if 10 Q. Did -- other than what we talked about, did you 10 we do have a list. 11 guys -- I know that some of the guarantors filed 11 A. Okay. 12 affidavits in different parts of the -- in different 12 Q. Was there any other third parties that was not 13 litigations, et. cetera, et. cetera. Was there any 13 part of the guarantor group other than the solicitors at 14 other non-financial support that was provided by any of 14 the meeting that you recall? 15 the guarantors other than just strategizing and -- 15 A. I don't believe so. 16 A. Not that I'm aware of. No. 16 MR. YITZCHAKI: The attorneys, not the 17 Q. Did anybody approach you guys to provide you or 17 solicitors. 18 any of the guarantors to provide with financial support 18 Q. Now, during your phone calls with -- and how 19 if you would go along with launching any other lawsuits 19 many phone calls do you recall being on with the 20 as against Catalyst or Callidus? 20 different guarantors over the span of time? 21 A. No, except for the potential financing if we did 21 A. I couldn't -- I -- as I have told you from the 22 a Ricoh case; that was the only -- 22 beginning, I was -- I'd be on those calls, and I'd be 23 Q. And let's talk about that. There was a meeting 23 typing and doing other things -- I had to make a living 24 that was scheduled in Albany, New York, I guess? 24 now -- and I was just following along with the crowd, 25 A. Yes. Draft 25Copyand I could not tell you. I really don't -- they went

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Page 90 Page 92 1 on -- and I never paid much attention, I didn't take 1 whistleblowers were? 2 much notes; I relied on Andy to be the uptown lawyer to 2 A. No. 3 guide me. 3 Q. Were you aware in these conversations, or did it 4 Q. Did you -- in any of these phone conversations, 4 ever come up in any of these telephone conversations, 5 do you recall any discussions amongst the guarantors 5 that the guarantors were looking to or may lodge a 6 about making a filing with the Ontario Securities 6 complaint with the Toronto Police Services? 7 Commission about Callidus and Catalyst? 7 A. I only heard that from Andy, I believe, just 8 A. I don't recall, but I know that's happened. You 8 telling me about it; I don't know where it came from. 9 know, I don't know where I heard it from. 9 Q. You were never asked or you don't recall in any 10 Q. Did you hear from the fact that you -- do you 10 other phone conversations where you or Mr. Levy were 11 recall hearing it from the guarantors, do you recall 11 asked to file a complaint with the Toronto Police 12 where you would have heard that from? 12 Commission? 13 A. Not offhand. I have to be frank: I don't know 13 A. No. 14 whether it was Kevin Baumann saying that or Daryl was on14 Q. Are you aware that anybody did file a complaint 15 the phone telling me who he heard it on the call; I 15 with the Toronto Police Commission? 16 don't know. I didn't -- it didn't register with me 16 A. I am aware of it. I don't know where I got the 17 anyhow; I wasn't involved with it. 17 information from. It might have been from Andy or 18 Q. Did anybody ask you to assist in filing a 18 somebody else. 19 complaint with the Ontario Securities Commission? 19 Q. So nobody -- which is maybe a little different 20 A. No, nobody asked me. 20 question that I had with Mr. Levy, but nobody from the 21 Q. Do you -- we know -- you're aware of a Wall 21 Toronto Police Commission or the Ontario Securities 22 Street Journal article that came out? 22 Commission has contacted you? 23 A. Yes. 23 A. No. 24 Q. And did you have an opportunity to read that 24 Q. Were you aware that in your conversations with 25 article? 25 the guarantors that we spoke of and during these Page 91 Page 93 1 A. Yes. 1 conversations that there was going to be an effort to go 2 Q. Although, we don't like -- from our perspective, 2 to the media with respect to the allegations against 3 we don't believe virtually anything in that article 3 Callidus? 4 other than the fact that you saw that Mr. McFarlane was 4 A. I don't recall that; not in my conversations. 5 quoted by himself as being a whistleblower to the 5 No. 6 Ontario Securities Commission? 6 Q. Nobody had said to you that they were thinking 7 A. Yeah, I don't really remember that in there, but 7 about going to the press? 8 I just read it. 8 A. I don't recall it, no. I don't like the press, 9 Q. It also mentions that there were three other 9 so I wouldn't have been part of that conversation. 10 potential whistleblowers to the Ontario Securities 10 Q. So nobody asked you to go to the press? 11 Commission. Do you have knowledge of who those other 11 A. No. 12 whistleblowers may be? 12 Q. And you didn't look -- you haven't -- you 13 A. No. 13 haven't -- did you speak to anybody at the press? 14 Q. Did you know Mr. McFarlane was going to go ahead 14 A. No. I had a call from the Brownsville Herald, I 15 and do this? 15 believe, and I just said I have no information. I don't 16 A. No. 16 talk to the press. 17 Q. Did Mr. -- I know you had -- I understand that 17 Q. Did you -- did you get a call -- do you recall 18 your closest relationship was with Kevin Baumann. 18 getting a call from the Wall Street Journal? 19 A. More because it was somebody -- it's like 19 A. No. 20 belonging to an alcohol recovery group. You know, I 20 Q. Either in Canada or in the U.S.? 21 needed somebody to talk about how what happened in my 21 A. No. 22 life or how it's ruined by Callidus, and he would -- he 22 Q. Do you recall getting a call from Reuters? 23 was somebody listening all the time, but that was all. 23 A. No. 24 He's a rabble-rouser or something. 24 Q. Do you recall getting a call from a gentleman 25 Q. Did Kevin Baumann ever tellDraft you who the 25Copynamed Lawrence Delevingne?

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Page 94 Page 96 1 A. Not that I recall. No. 1 firm in Canada, so I assume he was up in Canada, but his 2 Q. Do you recall getting a call from a gentleman 2 operations, I think, were down the United States, so I 3 named Bruce Livesy? 3 really didn't have an idea of what side of the board he 4 A. No. 4 was on. 5 Q. So other than your discussion with the 5 Q. But would he have been the most -- to your 6 Brownsville Herald -- and was that a discussion that was 6 knowledge, he was the most actively involved in trying 7 early on in the bankruptcy of Esco Marine? 7 to keep the guarantor group together proceeding against 8 A. Yes. 8 Callidus? 9 Q. So it was nothing to do with the 9 A. I would say all of us were very much on the 10 "whistleblower" allegations or anything along those 10 warpath; I wouldn't say any one more than the other. 11 lines? 11 Q. Were you ever contacted or become aware of any 12 A. No. 12 third parties other than the guarantor group contacting 13 Q. So other than that, you had no conversations 13 either you, let's deal with you first? Did any third 14 with any press since the Brownsville Herald? 14 party contact you to discuss the litigation between 15 A. No. To the best of my knowledge, no. 15 Callidus and Esco? 16 Q. With respect to the guarantor Gary Smith, did 16 A. You mean third parties? 17 you -- did you become aware, or are you aware, that 17 Q. I mean third parties. So anybody that is not 18 there was an alleged settlement with Mr. Smith? 18 part of the guarantor group that we just spoke of. 19 A. Yes. 19 A. Not to the best of my knowledge, no. 20 Q. And -- 20 Q. Nobody contacted you? 21 A. I read that in an e-mail from somebody. 21 A. I don't believe so. 22 Q. Do you recall who sent the e-mail? 22 Q. You don't recall getting any phone calls from -- 23 A. No. It just -- it just said that he wasn't 23 I'll start with a few names, and you could tell me if 24 going to be a part of our group anymore, whatever our 24 you know the names and tell me whether or not you were 25 group was. 25 contacted by them, or if you do know the names, what Page 95 Page 97 1 Q. And do you recall if it provided any details of 1 Mr. Levy might have told you about contact with them, 2 the settlement? 2 anything that you may know about these parties, okay? 3 A. No. 3 So the first person that I want to discuss with you is 4 Q. And you've undertaken to provide those e-mails 4 Bruce Livesy. Do you recall that name? 5 to us, so I guess we'll be able to take a look at them. 5 A. No. 6 MR. BISHOP: As long it doesn't delay our 6 Q. Mr. Levy never discussed Mr. Livesy with you? 7 signature with them on it. 7 A. I don't recall. 8 Q. So other than that, you were just aware through 8 Q. And you know -- you've never had any phone calls 9 some e-mail but you're not sure who sent it that there 9 with Mr. Livesy? 10 was a settlement with Mr. Smith? 10 A. I don't believe so. I don't know. 11 A. Yes. 11 Q. When you say you don't believe so -- 12 Q. But you, to this day, don't know the details of 12 A. I don't recall the name, no. 13 what that settlement were -- was? 13 Q. So you don't know the name? 14 A. I have no idea about it. 14 A. No, I don't recall the name. 15 Q. Now, were you -- you've indicated that you were 15 Q. Okay. Because "I don't believe so" and not 16 contacted by the guarantor group, and you seemed to 16 knowing, as you can tell, is different -- 17 indicate that Mr. Levitt was actively involved in that 17 A. Well, I don't. Listen, Andy's put me on lot of 18 group? 18 conference calls, and, as I say, I didn't write notes, 19 A. Yes. 19 and I didn't really particularly -- 20 Q. Would it be fair to say that Mr. Levitt was 20 Q. But that name doesn't ring a bell to or you 21 actively involved on the Canadian side and was it 21 don't know who that person is? 22 Mr. Levy who was actively involved on the U.S. side? 22 A. No, I don't. Not offhand. 23 A. I don't know which side he was on, I tell you 23 Q. If I give you another name Greg Boland -- 24 the truth. No, I have no idea. Levitt was on, at the 24 B-O-L-A-N-D -- does that name -- 25 time, with Norton Rose law firm,Draft which is a Canadian 25CopyA. I just remember reading about him; that's all.

25 (Pages 94 to 97)

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Page 98 Page 100 1 Q. And why were you reading about him? Do you 1 A. I heard about them before. They're an 2 recall why you were reading about him? 2 investment banking group or something. 3 A. It was some story about Callidus -- Callidus 3 Q. Bruce Langstaff never contacted you? 4 suing him, he was suing them. I don't know. 4 A. No. 5 Q. Did you have any -- did you have any discussions 5 Q. Mr. Levy never spoke to you about any 6 with Mr. Boland directly? 6 conversations he had with Mr. Langstaff? 7 A. No, I've never talked to him. 7 A. Not that I recall. 8 Q. Do you recall Mr. Levy having any discussions 8 Q. Do you know the name Roland Keiper from 9 with you about calls with Mr. Boland? 9 Clearwater Capital? 10 A. No, not offhand. 10 A. No. 11 Q. Were you aware of a certain memorandum that 11 Q. Do you know Clearwater Capital at all? 12 Mr. Levy had in relation to the claims between Catalyst 12 A. No. 13 and WestFace? 13 Q. Do you know anything about them? 14 A. He might have sent it to me. I don't know. 14 A. I don't think so. 15 That may be where I read about it. I thought it was in 15 Q. Well, either you do or you don't. "I don't think 16 the -- I don't know, but I -- it wasn't something I was 16 so" is a different answer. 17 actively involved with. 17 A. I don't recall. You know, I'd almost have to 18 Q. So you don't know if you've -- you've seen the 18 sit here and confer with Andy. We met with him 19 memorandum, but you don't have any knowledge whether or19 sometime. I don't think we had -- we met a lot of 20 not he's seen it or had it at any point in time? 20 banking groups in the past for other projects; I don't 21 A. I don't know. 21 recall their name. 22 Q. So -- but you'll go through your records to see 22 Q. It doesn't ring a bell to you? 23 if you have that memorandum, if you could, okay, and 23 A. No. 24 produce it for us? 24 Q. Sunny Puri from Anson Partners? 25 A. Yes. 25 A. No, I don't recall that. Page 99 Page 101 1 Q. Thank you. Do you know the name -- do you know 1 Q. Do you know who Anson Partners are? 2 the name David Oswald -- 2 A. No. 3 A. No. 3 Q. Moez Kassam from Anson Partners? 4 Q. -- from Forensic Restitution? 4 A. No, I don't recall that. 5 A. No. 5 Q. Shawn Kimmel from K2 Partners? 6 Q. Did you recall any -- did he ever contact you? 6 A. No, I don't recall that. 7 A. Not that I know of. 7 Q. Matthew MacIssac -- that's a Mac -- from MMCAP? 8 Q. Do you recall Mr. Levy ever speaking to you 8 A. No. 9 about Mr. Ozwald from Forensic Restitution? 9 Q. Mark Cohodes -- C-O-H-O-D-E-S? 10 A. No. 10 A. No. 11 Q. Do you recall the name Nathan Anderson and 11 Q. Adranji -- A-D-R-A-N-J-I; I'll get the first 12 Clarity Spring? 12 name here. Sahm -- S-A-H-M? 13 A. No. 13 A. No. 14 Q. Nobody contacted you from there or attempted to 14 Q. From Kerrisdale Capital? Do you know who 15 contact you? 15 Kerrisdale Capital is? 16 A. No. 16 A. No. 17 Q. Do you recall any discussions with Mr. Levy 17 Q. So you had no discussions whatsoever with any 18 about discussions that he had with Clarity Spring and 18 third party that you recall either directly or 19 Nathan Anderson? 19 indirectly? 20 A. No. 20 A. I don't recall. No. 21 Q. Do you know what Clarity Spring does? 21 Q. Nobody? 22 A. No. 22 A. Nobody. 23 Q. Do you know the name Bruce Langstaff? 23 MR. RILEY: Let's -- give me five, ten minutes; 24 A. No. 24 I just want to talk to my client for a second. 25 Q. Do you know the companyDraft Canaccord? 25Copy THE VIDEOGRAPHER: We're going off the record.

26 (Pages 98 to 101)

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Page 102 1 The time is 1:24. 2 (Whereupon, a break was taken at 1:24 p.m., and 3 the interview resumed at 2:08 p.m.) 4 THE VIDEOGRAPHER: One moment. We are now back 5 on the record. The time is 2:08. 6 Q. Mr. Jaross, I'm just going to finish up with a 7 few questions. One, as you know, we -- you've 8 undertaken to -- I'd ask you to go through all your 9 letters and your e-mails and any other correspondence or 10 text messages that you have between the guarantors and 11 any third parties related to this; your Counsel has 12 undertaken to do that. If it's solicitor-client 13 privilege, of course, he'll indicate that it is, and 14 we'll proceed with it. Other than what you have told 15 me, do you have any other knowledge or anything about 16 any coordination efforts among the guarantors other than 17 what you've told me about? 18 A. No. 19 Q. Nothing? Okay. Do you have any information 20 about any of the guarantors other than you've told me 21 Mr. Baumann agreed to -- or at least stated that he 22 would -- provide funding to you, are you aware of any of 23 the other guarantors providing funding to you or any 24 third party agreeing to provide funding to you with 25 respect to prosecuting your litigation against Callidus? Page 103 1 A. No. Only the Boies Schiller financial group, 2 whatever it was. 3 Q. And that was respect to a possible Ricoh claim? 4 A. That's correct. 5 Q. But as I understand it, your evidence and, I 6 think, Mr. Levy's evidence was that that was just a -- 7 it would go to an independent litigation funding firm, 8 and Boies Schiller was going to be do that research for 9 you to determine that? 10 A. Yes, that's correct? 11 Q. And whatever -- and I didn't ask Mr. Levy. 12 Whatever happened with the idea of a Richo claim? Was 13 it just -- it hasn't been pursued at this point? 14 A. No. I think we want to move on with life is 15 what we want to do. 16 MR. BISHOP: By the way, because I've signed the 17 wrong version of the first page -- 18 MR. RILEY: So other than those questions, any 19 other further questions? We're good? Thank you very 20 much for your time; I appreciate it. 21 THE VIDEOGRAPHER: This marks the end of Media 22 Number Number 1 in the video meeting of Richard Jaross. 23 We are going off the record. The time is 2:11. 24 (Time noted: 2:11 p.m.) 25 Draft Copy

27 (Pages 102 to 103)

60c41392-4ad6-48f1-91aa-157ed4d3419a To: 'Steven Frazer'[[email protected]] 1259 From: Naomi M. Lutes[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=NAOMI.LUTES] Sent: Tue 9/5/2017 4:39:18 PM (UTC-04:00)

Hi Steve:

We confirmed with Jim that the statement was not induced or compelled. It was voluntarily made for the purposes of furthering settlement discussions with the understanding that it could be used in any manner except for in the course of the litigation between Callidus/ Catalyst and the parties who gave statements.

Let me know if that answers your question or if you wish to discuss further.

Naomi

Naomi M. Lutes

 From: Steven Frazer [mailto:[email protected]] Sent: Wednesday, October 11, 2017 1:30 PM To: Naomi M. Lutes Cc: Faiz Ahmed Subject: Future meeting

Hello Naomi,

I am just following up regarding a possible contact with a source that Jim had talked about during several of our meetings.

Just to refresh your memory Jim had spoken with an individual that did not wish to be named until after the Financial Post article was published. I am just checking to see if that individual would like to sit down with us in the near future.

Give me a call if you would like to discuss (cell - 416 569 1990).

Thank you,

Steve

Cpl. Steven FRAZER GTA Financial Crime (IMET) Royal Canadian Mounted Police 20 Queen St. West Toronto ON P - 647 255 5029 To: 'Steven Frazer'[[email protected]] 1261 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Tue 3/27/2018 6:18:12 PM (UTC-04:00) Subject: Catalyst/Callidus

Dear Steve: Further to our meeting yesterday, three emails were received today which underscore the urgency of the situation and the crisis mode which has been engineered by a number of the parties who, I am confident, you are actively investigating. We will continue to share information as we receive it – but we again urge action as soon as possible. The stress engendered by these activities is “criminal” in every sense. The emails are from the investor group to which Jim referred in our discussion. I am forwarding 3 separate messages which you will receive after this email, as it is technically easier for me as my assistant is gone for the day. Best Brian

This email may contain information that is privileged, confidential and/or exempt from disclosure. No waiver whatsoever is intended by sending this e-mail which is intended only for the named recipient(s). Unauthorized use, dissemination or copying is prohibited. If you receive this email in error, please notify the sender and destroy all copies of this email. To: 'Steven Frazer'[[email protected]] 1262 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Tue 3/27/2018 6:19:07 PM (UTC-04:00) Subject: FW: CBL trading activity on Friday, March 23, 2018

Message #1

From: Brian H. Greenspan Sent: Tuesday, March 27, 2018 5:14 PM To: Brian H. Greenspan Subject: FW: CBL trading activity on Friday, March 23, 2018

From: Jerome Hass [mailto:[email protected]] Sent: Tuesday, March 27, 2018 11:33 AM To: Newton-Callidus Subject: CBL trading activity on Friday, March 23, 2018

Newton:

During the week of March 19th to 23rd, we observed unusual trading activity in Callidus Capital (CBL). This activity was particularly acute on the afternoon of Friday, March 23rd. We noted an aggressive seller or sellers in the market. The seller repeatedly flashed 10,000 shares ‘out loud’ for sale at the offer price. Given that only 60,000 shares had traded up that point in the day, the behavior was highly unusual if the seller was trying to sell more shares at the highest possible price. We also noted that the ‘Anonymous seller (using trading code ID #1)’ would repeatedly remove the offer of 10,000 shares when the bid started mount. By the actions of the Anonymous seller, it was evident that the behavior was designed to drive down the share price rather than obtain volume of sales. At approximately 15:50pm a buyer bid 8,000 shares ‘out loud’ at $6.65. Lightwater decided to join that bid with an ‘out loud’ bid of 10,000 shares at $6.65. This bid was briefly tested, both Lightwater and the other bidder were hit at 15:58pm. We bought 1,000 shares at $6.65. Tellingly, once the seller saw a bid of size at $6.65, the seller ceased selling. If the motivation of the seller had been volume of sales, the opportunity was clearly present at $6.65. The fact that the seller declined to access that volume suggests the motivation was simply to drive down the share price with as little use of shares as possible.

We also saw repeated unusual activity in 2017 when the Normal Course issuer Bid (NCIB) for Callidus was active. Sellers, again using the Anonymous ID code, would wait until 15:30pm before commencing their ‘sales attacks’. This is because the sellers were aware of the rules and regulations governing trading for NCIBs. Specifically, NCIBs are not permitted to trade after 15:30pm in the day. If sellers were genuinely interested in obtaining the highest volume and best possible price for their shares, it would make sense to sell their shares during the times when the NCIB was permitted to buy their shares. Instead, day after day, sellers would wait until 15:30pm to offer their shares. It is our view is that this behavior was designed to manipulate the market and artificially drive down the share price of CBL. This is evident by the high volume of shares transacted in the 30 minutes after 15:30pm rather than the six hours of trading prior to the NCIB cut-off time. Please let me know if you would like any further information or clarification. 1263

Jerome

Jerome Hass, CFA Partner Lightwater Partners Ltd.

372 Bay Street, Suite 1700 Toronto, Ontario Canada M5H 2W9

main: +1 416 504 9767 x101 trading: +1 416 504 9765 cell: +1 416 262 0844 [email protected]

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

This email transmission and any accompanying attachments are intended only for the use of the individual or entity named above and may contain confidential and/or privileged material. Any dissemination, distribution, copying or action taken in reliance on the contents of this email by anyone other than the addressee is strictly prohibited. If you have received this email in error please destroy all copies and notify sender at the above email address. Computer viruses can be transmitted via email. Recipient should check this email and any attachments for the presence of viruses. Sender and sender company accept no liability for any damage caused by any virus transmitted by this email.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1264 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Tue 3/27/2018 6:20:15 PM (UTC-04:00) Subject: FW: Unusual trading activity - CBL

Message #2

From: Brian H. Greenspan Sent: Tuesday, March 27, 2018 5:31 PM To: Brian H. Greenspan Subject: FW: Unusual trading activity - CBL

From: Michael Baker [mailto:[email protected]] Sent: Tuesday, March 27, 2018 11:39 AM To: Newton Glassman Subject: Unusual trading activity - CBL

Newton,

I’ve again noticed some unusual behavior with regards to the trading pattern of Callidus Capital stock.

Towards the end of the trading session on Friday March 23, it appeared ANON was applying unnecessary pressure on the stock by continuously showing a sizable share offering while lowering the offering price continuous. This behavior seemed to become more aggressive between 3:45 and 4:00pm ET. As it occurred on a Friday of a March Break school holiday week when normal trading volumes are typically lighter in comparison, this appeared unusual to me and made me question whether there was another agenda behind why anyone would trade like that.

Additionally, at 9am ET on Monday March 26th , which was the first trading session following the weekend release of multiple negative news articles regarding Catalyst and Callidus Capital, ANON again appeared on the offering side of the quote in Callidus stock and was aggressively offering 10,000 shares out loud and at $5.50. Had CBL stock opened up at 9:30am at this level, the stock would have dropped an additional 17% from its $6.65 closing price on Friday March 23rd.

When you add together additional facts such as CBL stock has been down on the day 27 out of 37 times since Feb 1st, it suggests to me this seller (or sellers) may have been aware of the negative news stories prior to their release and were actively making an effort to manipulate the share price in a negative way in order to benefit from the share price collapse.

This aggressive type of selling also appeared to occur back in August 2017 prior to the release of the negative Wall Street Journal article. At that time, the sellers became more aggressive in attempting to drive down the share price following the 3:30pm cut-off time that your NCIB was required to stop trading. This aggressive trading behavior occurred prior to the release of the WSJ article and following its release – both similar in nature to what is occurring now.

As a trader, these are my observations which I thought you should know.

Michael Baker Partner Lightwater Partners Ltd. 1265 372 Bay Street, Suite 1700 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] www.lightwaterpartners.com

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1266 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Tue 3/27/2018 6:21:28 PM (UTC-04:00) Subject: FW: Unusual Trading Activity in Callidus Capital, 30 Nov. 2017

Message #3

From: Brian H. Greenspan Sent: Tuesday, March 27, 2018 5:29 PM To: Brian H. Greenspan Subject: FW: Unusual Trading Activity in Callidus Capital, 30 Nov. 2017

From: Jerome Hass Date: March 27, 2018 at 3:09:58 PM EDT To: Newton-Callidus Subject: Unusual Trading Activity in Callidus Capital, 30 Nov. 2017

Newton:

Further to my email earlier this morning, we retained a copy of the trading activity from Thursday, 30 November 2017 because of the unusual activity we observed on that day. The stock had normal trading volumes and activity up until 15:30 with 48,607 shares traded up to that point. Once the NCIB stopped trading at 15:30, activity picked up markedly. The total shares traded on this day were 221,519 including the Market On Close (MOC). In other words, the market was open for trading for 6.5 hours in total; on that day, over 80% of the trading activity occurred in the 30 minutes after the NCIB ceased trading at 15:30. If a seller was interested in obtaining the highest possible price for one’s shares, it would make sense to do so while a large buyer was able to purchase those shares. Instead, sellers waited until after 15:30 to execute the bulk of their sales. According to the attached spreadsheet of trading activity on that day, the average transacted share prior to 15:30pm was $10.37; the average transacted price after 15:30 was $10.20. The CBL share price closed on the low of the day at $10.14. This 3.89% drop in share price in CBL contrasts with a 0.62% rise for the TSX index on that day.

We do not believe the timing of the event was a coincidence. This ‘short attack’ just happens to coincide with the month end for our funds (when the net asset value is calculated upon which our performance is based) and the last day of the fiscal calendar for Lightwater Partners. By undermining our performance, short sellers might hope to encourage our investors to redeem our funds and force Lightwater to sell shares of Callidus Capital to fund the redemptions.

Jerome

Jerome Hass, CFA Partner 1267 Lightwater Partners Ltd.

372 Bay Street, Suite 1700 Toronto, Ontario Canada M5H 2W9

main: +1 416 504 9767 x101 trading: +1 416 504 9765 cell: +1 416 262 0844 [email protected]

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1268 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Wed 3/28/2018 5:54:35 PM (UTC-04:00) Subject: Cannacord/Catalyst

In response to your inquiry when we met. Best Brian

From: Jim Riley [mailto:[email protected]] Sent: Wednesday, March 28, 2018 11:55 AM To: Brian H. Greenspan Subject:

Martin MacLachlan general counsel and Bruce Maranda chief compliance officer are the Cannacord people I interacted with.

James A. Riley| Managing Director & COO | The Catalyst Capital Group Inc. | 181 Bay Street Suite 4700, P.O. Box 792 Bay Wellington DISCLAIMER:Tower, Brookfield PlaceThis e-mailToronto, (including Ontario M5J any 2T3| attachments) T: 416.945.3041 may | F:be 416.945.3060 confidential | andE: [email protected] is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1269 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Mon 4/2/2018 2:04:28 PM (UTC-04:00) Subject: CBL - Unusual Trade Activity 29-Mar-2018

Further information which I don’t believe I have yet forwarded. More evidence of manipulation. Best Brian

From: Michael Baker [mailto:[email protected]] Sent: Thursday, March 29, 2018 10:29 AM To: Newton Glassman Cc: Jerome Hass Subject: CBL - Unusual Trade Activity 29-Mar-2018

Re: March 29, 2018 TSX pre-opening of trading

Newton,

As you know, the TSX opens at 9:30am and Buy/Sell orders can be placed prior to that time, during what is called ‘pre-opening.’

During this pre-opening period today, three aggressive sell orders were attempting to force an opening price of CBL at $5.75. As the previous closing price yesterday was $6.77, it would have triggered a 15% decline in the share price.

Unfortunately, our systems do not provide historical quote data for this period but this information should be easily verified by the exchange’s own order book systems.

Three Sell orders that were placed today between 8:30am & 9:15am: 1. 5,000 shares @ a price of $5.75 per share by a seller using the broker Anonymous 2. 1,300 shares @ a price of $5.75 per share by a seller using the broker TD 3. 1,100 shares @ a price of $5.75 per share by a seller using the broker TD

In my opinion, their combined pressure contributed to CBL opening at $6.27 today at 9:30am, a decline of 7.4% versus yesterday’s closing price of $6.77 per share.

Mike

Michael Baker Partner Lightwater Partners Ltd. 372 Bay Street, Suite 1700 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] www.lightwaterpartners.com 1270 Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1271 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Mon 4/2/2018 2:06:28 PM (UTC-04:00) Subject: CBL - Unusual Trade Activity 29-Mar-2018

More information. Brian

From: Michael Baker [mailto:[email protected]] Sent: Thursday, March 29, 2018 11:49 AM To: Newton Glassman Cc: Jerome Hass Subject: FW: CBL - Unusual Trade Activity 29-Mar-2018

Newton,

Here’s a Bloomberg screen shot that illustrates the pressure of the three sell orders prior to today’s opening at 9:30am. On the right hand side, you will see the indicated opening price of $5.75 between the time 9:15:37 and 9:24:20.

Also note that at 9:13:12 they had been pushing for an even lower $5.61 price for the opening.

(The 78 simply represents 78 board lots of 100 shares each. I’m trying to find a way to have that further broken apart to show you it was ANON and TD as the sellers.)

Mike 1272

From: Michael Baker Sent: March 29, 2018 10:29 AM To: 'Newton Glassman' Cc: Jerome Hass Subject: CBL - Unusual Trade Activity 29-Mar-2018

Re: March 29, 2018 TSX pre-opening of trading

Newton,

As you know, the TSX opens at 9:30am and Buy/Sell orders can be placed prior to that time, during what is called ‘pre-opening.’

During this pre-opening period today, three aggressive sell orders were attempting to force an opening price of CBL at $5.75.1273 As the previous closing price yesterday was $6.77, it would have triggered a 15% decline in the share price.

Unfortunately, our systems do not provide historical quote data for this period but this information should be easily verified by the exchange’s own order book systems.

In my opinion, their combined pressure contributed to CBL opening at $6.27 today at 9:30am, a decline of 7.4% versus yesterday’s closing price of $6.77 per share.

Mike

Michael Baker Partner Lightwater Partners Ltd. 372 Bay Street, Suite 1700 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] www.lightwaterpartners.com

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1274 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Mon 4/2/2018 2:28:51 PM (UTC-04:00) Subject: FW: CBL - Unusual trading activity on Thursday, March 29, 2018

Yet another. Brian

From: Michael Baker [mailto:[email protected]] Sent: Monday, April 2, 2018 1:50 PM To: Newton Glassman Cc: Jerome Hass Subject: CBL - Unusual trading activity on Thursday, March 29, 2018

Newton,

We would like to note again some unusual trading pressure that occurred in Callidus Capital (CBL) stock on Thursday, March 29th 2018.

Within the last 46 mins of trading, two brokerage houses sold CBL shares in an aggressive manner that, in our opinion, was done in concert and with manipulative intent, to drive lower the share price during the final hour of trading in what was also a month-end and quarter-end.

I have attached a spreadsheet that details this activity (and the time of sales) but have also provided a summary below:

• 85,406 - Total volume of all shares of CBL that traded on 29March2018 • 42,090 - Total volume of all shares that traded following 3:14pm • 18,450 - Total volume of shares sold by ANON (Anonymous brokerage #001) which represented 43.83% of all volume that occurred after 3:14pm • 18,900 - Total volume of shares sold by CIBC (brokerage #79) which represented 44.90% of all volume that occurred after 3:14pm • 37,350 – Total volume of shares sold by CIBC & Anonymous combined, which represented 88.74% of all volume that occurred after 3:14pm on 29March2018

As it was our opinion that your stock was under another ‘short attack’ during this time period, we thought it was prudent to let you know and provide you with our analysis.

Regards,

Michael Baker Partner Lightwater Partners Ltd. 372 Bay Street, Suite 1700 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] 1275 www.lightwaterpartners.com

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. To: 'Steven Frazer'[[email protected]] 1276 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Mon 4/2/2018 6:15:30 PM (UTC-04:00) Subject: Unusual Trading Activity in Callidus Capital, 9 August 2017

Sorry – I missed this one with spreadsheet attachments. Brian

From: Jerome Hass [mailto:[email protected]] Sent: Wednesday, March 28, 2018 2:55 PM To: Newton-Callidus Subject: Unusual Trading Activity in Callidus Capital, 9 August 2017

Newton:

Further to my email dated 27 March 2018, I have attached a spread sheet of the trading activity on August 9th, 2017. We noted trading activity in CBL stock on that day, largely due to the 21% drop in the share price on that day. We have also attached spreadsheets showing which brokerage houses were involved with the trading activity in CBL stock on August 9, 2017 as well as the previous 365 days of trading in CBL.

A few observations: 1. 80.1% of trading volume occurred after 3:30pm when the CBL NCIB had stopped trading for the day. 2. As of 3:30pm on August 9th, the CBL share price was down only 2.5% on the average share price traded up to that point. From 3:30pm until the close, the CBL share price dropped as much as 23% from the previous close. 3. Anonymous (ID code #1) and Canaccord (ID code #33) accounted for 43.8% of the trading volume on August 9, 2017. While the volume share of ‘Anonymous’ on August 9th of 20.8% was consistent with its average over the previous year (23.7%), we note that Canaccord should an unusually high level of activity on August 9th. It was the largest seller of the day account for 23.0% of sales volume versus its historic average of 4.3% over the previous year of trading.

Jerome

Jerome Hass, CFA Partner Lightwater Partners Ltd.

372 Bay Street, Suite 1700 Toronto, Ontario Canada M5H 2W9

main: +1 416 504 9767 x101 trading: +1 416 504 9765 cell: +1 416 262 0844 [email protected] 1277 Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

<20171130 CBL Trading Activity.xlsx> DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E- mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. DISCLAIMER: This e-mail (including any attachments) may be confidential and is intended only for the use of the addressee(s). If you are not an addressee, please inform the sender immediately and destroy this e-mail. Do not copy, use or disclose this e-mail. E-mail transmission cannot be guaranteed to be secure or error free, and the sender does not accept liability for any errors or omissions in the contents of this message which may arise as a result of e-mail transmission. 1278

"Broker ID","Broker Name","Buy VWAP","Buy Vol","Buy Trans.","Buy Vol %","Buy Value","Sell VWAP","Sell Vol","Sell Trans.","Sell Vol %","Sell Value","Net Vol","Net Value" "033","Canaccord Genuity Corp.","13.444","73,050","331","31.46%","982062.50","14.096","53,478","281","23.03%","753811.08","19, 572","228251.42" "001","Anonymous","13.427","30,572","106","13.17%","410479.68","13.516","48,300","168","20.80%","65 2844.00","-17,728","-242364.32" "007","TD Securities Inc.","13.803","25,749","120","11.09%","355410.32","13.378","18,189","121","7.83%","243328.79","7,560" ,"112081.53" "079","CIBC World Markets Inc.","14.038","23,982","118","10.33%","336656.50","13.824","25,817","122","11.12%","356883.80","- 1,835","-20227.30" "002","RBC Capital Markets","14.019","11,168","67","4.81%","156562.88","13.762","24,622","150","10.60%","338844.18","- 13,454","-182281.30" "080","National Bank Financial Inc.","14.588","10,977","3","4.73%","160137.15","15.061","360","5","0.16%","5421.80","10,617","154715.3 5" "074","GMP Securities L.P.","15.046","10,898","103","4.69%","163967.32","12.275","3,000","9","1.29%","36825.00","7,898","127 142.32" "099","JitneyTrade Inc.","14.322","10,000","51","4.31%","143222.00","13.412","7,400","42","3.19%","99250.00","2,600","4397 2.00" "053","Morgan Stanley Canada Limited","14.053","6,200","46","2.67%","87129.00","14.795","200","2","0.09%","2959.00","6,000","84170.0 0" "101","Société Générale Capital Canada Inc.","14.760","6,100","11","2.63%","90033.00","14.900","400","1","0.17%","5960.00","5,700","84073.00" "009","BMO Nesbitt Burns Inc.","13.249","5,600","20","2.41%","74195.00","","0","0","0.00%","0.00","5,600","74195.00" "013","Instinet Canada Limited","13.613","4,300","23","1.85%","58537.00","13.680","4,000","25","1.72%","54718.00","300","3819. 00" "039","Merrill Lynch Canada Inc.","14.533","4,300","22","1.85%","62492.00","14.327","3,900","23","1.68%","55875.00","400","6617.00" "022","Fidelity Clearing Canada ULC","12.625","2,000","3","0.86%","25250.00","14.990","1,000","6","0.43%","14990.00","1,000","10260.00 " "124","Questrade Inc.","13.180","1,400","6","0.60%","18452.00","12.953","740","4","0.32%","9585.20","660","8866.80" "065","Goldman Sachs Canada Inc.","12.428","1,200","12","0.52%","14913.00","","0","0","0.00%","0.00","1,200","14913.00" "048","Laurentian Bank Securities Inc.","13.059","1,100","2","0.47%","14365.00","13.903","700","3","0.30%","9732.00","400","4633.00" "068","Leede Jones Gable Inc.","12.595","1,100","3","0.47%","13855.00","","0","0","0.00%","0.00","1,100","13855.00" "072","Credit Suisse Securities (Canada) Inc.","12.206","700","2","0.30%","8544.00","13.080","100","1","0.04%","1308.00","600","7236.00" "070","Manulife Securities Incorporated","14.000","700","1","0.30%","9800.00","","0","0","0.00%","0.00","700","9800.00" "057","Interactive Brokers Canada Inc.","13.192","450","7","0.19%","5936.50","","0","0","0.00%","0.00","450","5936.50" "058","Qtrade Securities Inc.","15.105","400","1","0.17%","6042.00","","0","0","0.00%","0.00","400","6042.00" 1279

"085","Scotia Capital Inc.","14.662","160","3","0.07%","2346.00","14.283","33,000","74","14.21%","471339.00","-32,840","- 468993.00" "143","Pershing Securities Canada Ltd.","15.300","100","1","0.04%","1530.00","","0","0","0.00%","0.00","100","1530.00" "097","M Partners Inc.","","0","0","0.00%","0.00","12.606","7,000","25","3.01%","88243.00","-7,000","- 88243.00" "Totals","","13.789","232,206","1,062","100.00%","3201917.85","13.789","232,206","1,062","100.00%","32 01917.85","0","-0.00" 1280

Broker ID,Broker Name,Buy VWAP,Buy Vol,Buy Trans.,Buy Vol %,Buy Value,Sell VWAP,Sell Vol,Sell Trans.,Sell Vol %,Sell Value,Net Vol,Net Value 74,GMP Securities L.P.,16.775,"4,840,722","7,981",25.69%,81204378.8,16.956,"4,755,847","4,639",25.24%,80639296.3,"84, 875",565082.5 1,Anonymous,16.807,"2,582,625","11,188",13.70%,43406233,16.64,"4,469,399","18,888",23.72%,74369 004.9,"-1,886,774",-30962771.9 7,TD Securities Inc.,16.796,"2,320,140","9,102",12.31%,38969520.5,16.816,"1,683,622","8,215",8.93%,28311833.8,"636, 518",10657686.7 79,CIBC World Markets Inc.,16.789,"1,523,563","6,410",8.08%,25579483.4,16.73,"1,262,650","5,765",6.70%,21124108.6,"260,91 3",4455374.8 85,Scotia Capital Inc.,16.621,"1,237,771","4,716",6.57%,20573153.7,16.613,"1,069,745","3,056",5.68%,17771363.4,"168,0 26",2801790.3 4.30%,Canaccord Genuity Corp.,15.061,"243,849",320,1.29%,3672610.96,16.676,"811,432","2,135",4.31%,13531491.5,"-567,583",- 9858880.54 80,National Bank Financial Inc.,16.757,"843,820","3,062",4.48%,14139819.1,17.061,"686,730","2,496",3.64%,11716539,"157,090",2 423280.1 99,JitneyTrade Inc.,16.553,"732,999","3,372",3.89%,12133360.5,16.689,"669,400","3,191",3.55%,11171906.4,"63,599",9 61454.1 2,RBC Capital Markets,16.325,"1,073,016","4,068",5.69%,17517063.2,16.727,"668,821","3,686",3.55%,11187188.3,"40 4,195",6329874.9 53,Morgan Stanley Canada Limited,16.884,"500,683","4,050",2.66%,8453402.3,16.553,"545,001","4,110",2.89%,9021335.37,"- 44,318",-567933.07 9,BMO Nesbitt Burns Inc.,17.006,"719,772","2,108",3.82%,12240528.3,16.997,"468,157","1,527",2.48%,7957361.11,"251,615", 4283167.19 14,ITG Canada Corp.,17.21,"731,075","2,391",3.88%,12581916.2,15.905,"370,523",754,1.97%,5893326.88,"360,552",66 88589.32 13,Instinet Canada Limited,17.088,"259,195","1,474",1.38%,4429051.32,16.32,"302,772","1,821",1.61%,4941286.68,"- 43,577",-512235.36 39,Merrill Lynch Canada Inc.,16.96,"229,868","1,173",1.22%,3898447.46,16.97,"223,215","1,603",1.18%,3787959.59,"6,653",1104 87.87 90,Barclays Capital Canada Inc.,16.791,"144,762",601,0.77%,2430693.98,16.59,"188,182",864,1.00%,3121972.69,"-43,420",- 691278.71 101,Société Générale Capital Canada Inc.,16.585,"129,301",702,0.69%,2144477.55,16.637,"139,608",859,0.74%,2322708.23,"-10,307",- 178230.68 124,Questrade Inc.,16.933,"96,328",589,0.51%,1631127.32,16.42,"72,858",399,0.39%,1196316.76,"23,470",434810.56 72,Credit Suisse Securities (Canada) Inc.,17.558,"63,481",547,0.34%,1114627.69,15.979,"47,514",425,0.25%,759205.07,"15,967",355422.62 15,UBS Securities Canada Inc.,17.709,"26,256",243,0.14%,464980.43,17.342,"38,840",333,0.21%,673545.16,"-12,584",-208564.73 19,Desjardins Securities 1281

Inc.,17.475,"32,437",176,0.17%,566850.69,17.309,"34,599",139,0.18%,598873.65,"-2,162",-32022.96 87,Beacon Securities Ltd.,,0,0,0.00%,0,18.271,"34,200",69,0.18%,624854,"-34,200",-624854 62,Haywood Securities Inc.,15.521,"5,000",18,0.03%,77603,18.487,"34,200",107,0.18%,632252,"- 29,200",-554649 73,Cormark Securities Inc.,,0,0,0.00%,0,16.744,"33,400",96,0.18%,559237.98,"-33,400",-559237.98 22,Fidelity Clearing Canada ULC,16.946,"66,606",211,0.35%,1128715.75,16.151,"32,669",167,0.17%,527633.12,"33,937",601082.63 48,Laurentian Bank Securities Inc.,15.771,"82,530",204,0.44%,1301542.94,17.12,"30,109",126,0.16%,515472.7,"52,421",786070.24 88,Credential Securities Inc.,17.664,"37,892",176,0.20%,669317.27,15.57,"22,763",102,0.12%,354413.64,"15,129",314903.63 58,Qtrade Securities Inc.,17.274,"38,263",147,0.20%,660950.4,17.222,"22,140",90,0.12%,381297.62,"16,123",279652.78 222,J.P. Morgan Securities Canada Inc.,17.998,"21,900",202,0.12%,394151,17.275,"20,000",174,0.11%,345490.5,"1,900",48660.5 65,Goldman Sachs Canada Inc.,16.485,"14,517",171,0.08%,239316.28,16.318,"19,699",160,0.10%,321450.21,"-5,182",-82133.93 76,Industrial Alliance Securities Inc.,16.708,"16,175",51,0.09%,270246.4,17.338,"18,453",74,0.10%,319940.01,"-2,278",-49693.61 89,Raymond James Ltd.,17.46,"24,407",76,0.13%,426146.91,15.415,"16,275",67,0.09%,250874.95,"8,132",175271.96 200,Acumen Capital Finance Partners Limited,18.265,"60,905",377,0.32%,1112445.44,18.397,"11,745",59,0.06%,216068.05,"49,160",896377.3 9 28,BBS Securities Inc.,16.638,"13,622",138,0.07%,226641.36,16.429,"9,453",102,0.05%,155304.67,"4,169",71336.69 4,Cantor Fitzgerald Canada Corporation,17.995,"21,800",4,0.12%,392282,15.391,"7,600",30,0.04%,116973,"14,200",275309 57,Interactive Brokers Canada Inc.,15.8,"8,859",97,0.05%,139973.48,16.456,"7,099",77,0.04%,116819.92,"1,760",23153.56 59,PI Financial Corp.,18.112,640,4,0.00%,11591.4,16.419,"5,907",29,0.03%,96989.49,"-5,267",- 85398.09 25,Odlum Brown Limited,16.776,"36,970",151,0.20%,620207.45,14.161,"2,701",14,0.01%,38249.15,"34,269",581958.3 68,Leede Jones Gable Inc.,15.048,"22,973",65,0.12%,345703.7,18.101,"2,400",6,0.01%,43443,"20,573",302260.7 56,Edward Jones,15.715,"2,469",8,0.01%,38800.42,16.234,"2,110",19,0.01%,34253.18,359,4547.24 36,W.D. Latimer Co. Limited,16.13,"2,490",11,0.01%,40162.9,14.716,"1,726",26,0.01%,25399.76,764,14763.14 18,Echelon Wealth Partners Inc.,14.871,"10,650",10,0.06%,158377,16.824,"1,020",9,0.01%,17160,"9,630",141217 97,M Partners Inc.,,0,0,0.00%,0,13.965,"1,000",7,0.01%,13965,"-1,000",-13965 70,Manulife Securities Incorporated,16.162,"2,900",9,0.02%,46870,20.13,500,3,0.00%,10065,"2,400",36805 143,Pershing Securities Canada Ltd.,17.366,"1,526",18,0.01%,26500.63,14.44,130,2,0.00%,1877.2,"1,396",24623.43 21,Pavilion Global Markets Ltd.,,0,0,0.00%,0,14.72,14,1,0.00%,206.08,-14,-206.08 83,Mackie Research Capital Corporation,17.523,"2,150",4,0.01%,37675,18.45,4,1,0.00%,73.8,"2,146",37601.2 3,AltaCorp Capital Inc.,15.575,"8,000",44,0.04%,124601,,0,0,0.00%,0,"8,000",124601 102,Lakeshore Securities Inc.,16.397,"4,218",9,0.02%,69162.16,,0,0,0.00%,0,"4,218",69162.16 11,Macquarie Capital Markets Canada Ltd.,14.869,"7,107",44,0.04%,105675.92,,0,0,0.00%,0,"7,107",105675.92 Totals,,16.758,"18,846,232","66,522",100.00%,315816386.2,16.758,"18,846,232","66,522",100.00%,3158 16387.4,0,-1.21 To: 'Steven Frazer'[[email protected]] 1282 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Fri 4/13/2018 11:55:55 AM (UTC-04:00) Subject: More....

Forgot to mention during our meeting on Wednesday that we received information from a person who we believe to be a reliable source that Adam Spear has left Anson – purportedly because he had had “enough” of what they were doing and didn’t want to further participate. Our source is the person we mentioned near the end of our discussion who we thought wanted to provide direct information to you but has not yet confirmed his willingness to do so. Best Brian

This email may contain information that is privileged, confidential and/or exempt from disclosure. No waiver whatsoever is intended by sending this e-mail which is intended only for the named recipient(s). Unauthorized use, dissemination or copying is prohibited. If you receive this email in error, please notify the sender and destroy all copies of this email. To: Sharon Timlin[[email protected]] 1283 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Sat 4/14/2018 5:50:16 PM (UTC-04:00) Subject: FW: More....

From: Steven Frazer [mailto:[email protected]] Sent: Friday, April 13, 2018 10:26 PM To: Brian H. Greenspan Subject: Re: More....

Thanks Brian - I will check in again the next time we speak

Steve

Sent from my BlackBerry 10 smartphone on the Bell network. From: Brian H. Greenspan Sent: Friday, April 13, 2018 11:56 To: Steven Frazer Subject: More....

This email may contain information that is privileged, confidential and/or exempt from disclosure. No waiver whatsoever is intended by sending this e-mail which is intended only for the named recipient(s). Unauthorized use, dissemination or copying is prohibited. If you receive this email in error, please notify the sender and destroy all copies of this email. To: Jim Riley[[email protected]] 1284 From: Danny[[email protected]] Sent: Sun 4/15/2018 11:43:42 AM (UTC-04:00) Subject: Fwd:

Sent from my iPhone

Begin forwarded message:

From: [email protected] Date: 15 April 2018 at 12:34:28 PM GMT-3 To: Steven Frazer , Jonathan YU , John Phillips , Laura Young

So why is Greg Boland Viewing my profile ? If these fucking criminals attack another one of my names or do anything that involves my family I will hold you guys responsible for inaction. Tired of this bullshit. You want a fucking war. You will get a fucking war. 1285

Sent from my iPhone To: 'Steven Frazer'[[email protected]] 1286 From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Wed 5/2/2018 10:33:20 AM (UTC-04:00) Subject: FW: A heads up...

Dear Steve: The saga continues – thought you should know as soon as possible. Best Brian

From: Michael Baker [mailto:[email protected]] Sent: Wednesday, May 02, 2018 9:36 AM To: Newton Glassman; Jim Riley; Brian H. Greenspan Subject: FW: A heads up...

This seller ended up cancelling their order just prior to the opening of trading today. I believe this would be a clear example of a person attempting to manipulate the share price on the opening by depressing the opening indicated quote.

Regulators refer to this as SPOOFING, and it is illegal.

Mike

From: Michael Baker Sent: May 2, 2018 9:29 AM To: 'Newton Glassman' ; Jim Riley ; Brian Greenspan Cc: Jerome Hass Subject: FW: A heads up...

So to explain why this is important, I believe that this is unusual given the size of the shares being offered and the intended purpose of the seller. My experience is a seller would want to get the best price of their shares and place their order more discreetly.

Mike

From: Michael Baker Sent: May 2, 2018 9:26 AM To: 'Newton Glassman' ; Jim Riley ; Brian Greenspan Cc: Jerome Hass Subject: A heads up...

TD is offering 25,000 shares of CBL out loud (showing all the shares) and they placed this sell order at 9:22:56 today.

Michael Baker Partner Lightwater Partners Ltd. 372 Bay Street, Suite 1700 1287 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] www.lightwaterpartners.com

Please click this link [email protected] to email the sender for removal from this specific note/publication or from receiving further email correspondence from this email address.

To: 'Steven Frazer'[[email protected]] 1288 Cc: Jim Riley ([email protected])[[email protected]] From: Brian H. Greenspan[/O=FIRST ORGANIZATION/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=BRIAN.GREENSPAN] Sent: Thur 5/3/2018 7:01:38 PM (UTC-04:00) Subject: FW: Something to be aware of …

A further observation from Michael Baker. Best Brian

From: Michael Baker [mailto:[email protected]] Sent: Wednesday, May 02, 2018 3:25 PM To: Newton Glassman; Jim Riley; Brian H. Greenspan Cc: Jerome Hass Subject: Something to be aware of …

Newt/Jim:

Based on the pattern of the last 6 quarters, short attacks seem to occur during your company’s earnings blackout period (i.e. immediately ahead of quarterly earnings releases).

So, as your First Quarter earnings is right around the corner, it may be prudent for JSOT to pay close attention. I wouldn’t be surprised to see newspaper articles being released (negative of course) that would proceed more selling. The trading activity of the last few days suggests that ‘unusual’ activity has started once again.

I hope it doesn’t happen but I’m afraid this pattern has become quite predictable the last six quarters or so.

Michael Baker Partner Lightwater Partners Ltd. 372 Bay Street, Suite 1700 Toronto, ON M5H 2W9

Main: 416-504-9767 x103 Trading: 416-504-9765 [email protected] www.lightwaterpartners.com

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THE CATALYST CAPITAL GROUP INC. et -and- WEST FACE CAPITAL INC. et al. -and- CANACCORD GENUITY CORP. al. Plaintiffs Defendants Third Party WEST FACE CAPITAL INC. et al. -and- THE CATALYST CAPITAL GROUP INC. et al. Plaintiffs by Counterclaim Defendants to the Counterclaim

Court File No. CV-17-587463-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

PROCEEDING COMMENCED AT TORONTO

SECOND SUPPLEMENTARY MOTION RECORD OF WEST FACE CAPITAL INC. AND GREGORY BOLAND

DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto ON M5V 3J7

Kent E. Thomson (LSO# 24264J) Email: [email protected] Tel: 416.863.5566 Matthew Milne-Smith (LSO# 44266P) Email: [email protected] Tel: 416.863.5595 Andrew Carlson (LSO# 58850N) Email: [email protected] Tel: 416.367.7437 Maura O'Sullivan (LSO# 77098R) Email: [email protected] Tel: 416.367.7481

Fax: 416.863.0871

Lawyers for the Defendants (Plaintiffs by Counterclaim), West Face Capital Inc. and Gregory Boland