The Catalyst Capital Group Inc

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

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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

MOTION RECORD OF THE DEFENDANTS, WEST FACE CAPITAL INC. AND GREGORY BOLAND (RE: CATALYST’S REFUSALS RETURNABLE DECEMBER 15, 2020) VOLUME 4 OF 4

November 17, 2020 DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto ON M5V 3J7 Kent E. Thomson (LSO# 24264J) 416.863.5566 [email protected]

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

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

Fax: 416.863.0871 Lawyers for the Defendants (Plaintiffs by Counterclaim), West Face Capital Inc. and Gregory Boland

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

Richard G. Dearden Email: [email protected] Tel: 613.786.0135

John Callaghan Email: [email protected] Tel: 416.369.6693

Benjamin Na Email: [email protected] Tel: 416.862.4455

Matthew Karabus Email: [email protected] Tel: 416.369.6181

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, Newton Glassman, Gabriel De Alba and James Riley

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

David C. Moore Email: [email protected] Tel: 416.581.1818 ext. 222

Ken Jones Email: [email protected] Tel: 416.581.1818 ext. 224

Fax: 416.581.1279

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

Linda M. Plumpton Email: [email protected] Tel: 416.865.8193

Leora Jackson Email: [email protected] Tel: 416.865.7547

Stacey Reisman Email: [email protected] Tel: 416.865.7537

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 130 Adelaide Street West Suite 2400 Toronto ON M5H 3P5

Lucas E. Lung Email: [email protected] Tel: 416.601.2673

Rebecca Shoom Email: [email protected] Tel: 416.601.2382

Fax: 416.867.9192

Lawyers for the Defendants, Clarityspring Inc. and Nathan Anderson

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AND TO: MATHERS MCHENRY & CO. 161 Bay Street, Suite 2700 Toronto ON MSJ 2Sl

Devin Jarcaig Email : [email protected] Tel: 416.572.2147

Fax: 647.660.8119

Lawyers for the Defendant, Bruce Langstaff

AND TO: ST. LAWRENCE BARRISTERS LLP 144 King Street East Toronto ON M5C 1G8

Phil Tunley Email: [email protected] Tel: 647.245.8282

Jennifer Saville Email: [email protected] Tel: 647.245.2222

Alexi Wood Email: [email protected] Tel: 647.245.8283

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

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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 GOODMAN LLP 701-375 University Avenue Toronto ON M5G 2J5

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

Nancy Tourgis Email: [email protected] Tel: 416.947.1093

Fax: 416.947.0079

Lawyers for the Defendant, Richard Molyneux

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

Ben J. Hahn Email: [email protected] Tel: 647.494.9445

Fax: 416.644.5198

Lawyers for the Defendant, Gerald Duhamel

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

Defendant to the Counterclaim

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

R. Paul Steep Email: [email protected] Tel: 416.601.7998

Erin Chesney Email: [email protected] Tel: 416.601.8215

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 Email: [email protected] Tel: 514.941.5991

Fax: 519.660.7845

Lawyers for the Defendant, Bruce Livesey

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

Gavin MacKenzie Email: [email protected] Tel: 416.304.9293

Brooke MacKenzie Tel: 416.304.9294 Email: [email protected]

Fax: 416.304.9296

Lawyers for the Defendant to the Counterclaim, Virginia Jamieson

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AND TO: EMMANUEL ROSEN ID No. 56548456 26 Shaar Ha'amakim Street Hod Hasaron Merkus 4500

Defendant to the Counterclaim

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

John Adair Email: [email protected] Tel: 416.941.5858

Michael Darcy Email: [email protected] Tel: 416.583.2392

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: CRAWLEY MACKEWN BRUSH LLP 179 John Street Suite 800 Toronto ON M5T 1X4

Robert Brush Email: [email protected] Tel: 416.217.0822

Clarke Tedesco Email: [email protected] Tel: 416.217.0884

Lawyers for the Third Party, Canaccord Genuity Corp.

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

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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

I N D E X

TAB DOCUMENT PAGE NO.

Volume 1

1. Notice of Motion 1

A. Appendix A: Undertakings, Questions Taken Under 25 Advisement, and Refusals Chart of James Riley

2. Affidavit of Debra Bilous affirmed November 17, 2020 54

1. Exhibit 1 ~ Fresh as Amended Statement of Claim of Catalyst 65 and Callidus dated July 19, 2019

2. Exhibit 2 ~ Fresh as Amended Statement of Defence and 147 Counterclaim of West Face and Gregory Boland dated October 1, 2019

3. Exhibit 3 ~ Amended Reply and Statement of Defence to 266 Counterclaim of Catalyst, Callidus, Newton Glassman, Gabriel De Alba, and James Riley dated November 19, 2019

4. Exhibit 4 ~ Statement of Defence to Counterclaim of Black Cube 308 dated August 15, 2018

5. Exhibit 5 ~ Statement of Defence to Counterclaim of Virginia 321 Jamieson dated August 17, 2018

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TAB DOCUMENT PAGE NO.

Volume 2

6. Exhibit 6 ~ Affidavit of Documents of Virginia Jamieson sworn 329 March 6, 2019

7. Exhibit 7 ~ Affidavit of Documents of Catalyst and Callidus (main 343 action) sworn December 31, 2019

8. Exhibit 8 ~ Affidavit of Documents of Catalyst and Callidus 352 (counterclaim) sworn December 31, 2019

9. Exhibit 9 ~ Affidavit of Documents of Newton Glassman sworn 390 December 30, 2019

10. Exhibit 10 ~ Affidavit of Documents of Gabriel De Alba sworn 397 December 31, 2019

11. Exhibit 11 ~ Affidavit of Documents of James Riley sworn 404 December 31, 2019

12. Exhibit 12 ~ Affidavit of Documents of Black Cube sworn 411 December 31, 2019

13. Exhibit 13 ~ Letter from Mr. Milne-Smith to counsel to the 477 Catalyst Parties dated January 16, 2020

14. Exhibit 14 ~ Email from counsel to the Catalyst Parties dated 489 October 13, 2020

15. Exhibit 15 ~ Emails exchanged between counsel to West Face 505 and Boland and counsel to the Catalyst Parties dated October 13 to 16, 2020

16. Exhibit 16 ~ Emails exchanged between counsel to West Face 509 and Boland and counsel to the Catalyst Parties dated October 13 to 19, 2020

17. Exhibit 17 ~ Endorsement of Justice McEwen dated August 26, 514 2020

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TAB DOCUMENT PAGE NO.

Volume 3

18. Exhibit 18 ~ Excerpts of the revised final transcripts of the cross- 519 examination of James Riley dated October 26, 2020

19. Exhibit 19 ~ Excerpts of the revised final transcripts of the cross- 768 examination of James Riley dated October 27, 2020

Volume 4

20. Exhibit 20 ~ Email from Mr. Carlson to counsel to the Catalyst 788 Parties dated November 16, 2020, with attachment

21. Exhibit 21 ~ Screenshots of the website of Gagnier 819 Communications

22. Exhibit 22 ~ Emails exchanged between Dan Gagnier and 822 Andrew Willis dated September 13, and 14, 2016

23. Exhibit 23 ~ Email from Dan Gagnier to Bruce Livesey dated 825 September 20, 2016

24. Exhibit 24 ~Email from Dan Gagnier to Theresa Tedesco dated 827 October 20, 2016

25. Exhibit 25 ~ Email from Jacquie McNish to Dan Gagnier dated 837 July 31, 2017

26. Exhibit 26 ~ Emails exchanged between Dan Gagnier and 839 Newton Glassman dated September 27, 2017

27. Exhibit 27 ~ Email from Emmanuel Rosen to Dan Gagnier dated 842 September 27, 2017

28. Exhibit 28 ~ Emails exchanged between Dan Gagnier and 844 Newton Glassman dated October 3, 2017

29. Exhibit 29 ~ Emails exchanged between Dan Gagnier, Newton 846 Glassman, and James Riley dated October 5, 2017

30. Exhibit 30 ~ Email from Emmanuel Rosen to Dan Gagnier dated 848 October 10, 2017

31. Exhibit 31 ~ Email sent from Jacquie McNish to Dan Gagnier 856 dated November 15, 2017

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TAB DOCUMENT PAGE NO.

32. Exhibit 32 ~ Emails exchanged between Dan Gagnier, David 858 Reese, James Riley, Lawrence Delevingne, and John Tilak dated December 1, 2017

33. Exhibit 33 ~ Emails exchanged between Dan Gagnier and 864 Caroline Simson dated December 4, 2017

34. Exhibit 34 ~ Emails exchanged between Ori Amir, Dan Gagnier, 869 James Riley, Newton Glassman and others dated December 6 and 7, 2017

35. Exhibit 35 ~ Emails exchanged between Dan Gagnier and Bruce 872 Livesey dated February 23, 2018

36. Exhibit 36 ~ Emails exchanged between Dan Gagnier, Lawrence 874 Develvingne and John Tilak (and bcc’ing James Riley) dated March 22, 2018

37. Exhibit 37 ~ Screenshots from the website of Haystack 882 Reputation

38. Exhibit 38 ~ Screenshots from the website of Haystack 893 Reputation

39. Exhibit 39 ~ Screenshots from Due Diligence Consulting’s 907 website

40. Exhibit 40 ~ Email from Marc Cohodes to Adam Spears and 920 Derrick Snowdy dated January 20, 2016

41. Exhibit 41 ~ Email from Marc Cohodes to Derrick Snowdy dated 922 January 20, 2016

42. Exhibit 42 ~ Email from Darryl Levitt to Marc Cohodes dated 924 February 13, 2017

43. Exhibit 43 ~ Email sent from Marc Cohodes to Bruce Langstaff, 926 Adam Spears, Derrick Snowdy and another dated July 7, 2017

44. Exhibit 44~ Email sent from Newton Glassman to “Jeff” dated 936 April 16, 2018

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TAB DOCUMENT PAGE NO.

45. Exhibit 45 ~ Article from Wall Street Journal dated August 9, 939 2017

46. Exhibit 46 ~ Email sent by Vincent Hanna to Newton Glassman 944 dated August 11, 2017

47. Exhibit 47 ~ Letter from Catalyst to its investors dated August 946 14, 2014

48. Exhibit 48 ~ Excerpt from the Affidavit of James Riley sworn 976 December 5, 2019

49. Exhibit 49 ~ Excerpt from the Conspiracy Affidavit of James 983 Riley sworn May 29, 2020

50. Exhibit 50 ~ Excerpt from the Reply Affidavit of James Riley 991 sworn August 20, 2020

51. Exhibit 51 ~ IMDB’s webpage about the movie “Heat” 998

52. Exhibit 52 ~ “Why Runbox” page from runbox.com 1004

53. Exhibit 53 ~ Letter from Mr. Milne-Smith to Danny Guy (c/o John 1011 Kingman Phillips) dated January 14,2020

54. Exhibit 54 ~ Emails exchanged between Mr. Milne-Smith and 1014 Danny Guy dated January 15 and 16, 2020

55. Exhibit 55 ~ Excerpt of Callidus’s Management’s Discussion and 1018 Analysis for the year ended December 31, 2018

56. Exhibit 56 ~ Ontario Securities Commission Refilings and Errors 1022 List (re: Callidus)

787

This is Exhibit "20" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

788

From: Carlson, Andrew Sent: November 16, 2020 10:10 AM To: Dearden, Richard ([email protected]); 'David Moore' ([email protected]); Callaghan, John ([email protected]); Na, Benjamin ([email protected]); 'Karabus, Matthew ([email protected])' ([email protected]); [email protected]; 'Ken Jones' ([email protected]) Cc: Thomson, Kent; Milne-Smith, Matthew; O'Sullivan, Maura; [email protected]; Phil Tunley; [email protected]; Jackson, Leora ([email protected]); [email protected]; Rebecca Shoom; Jennifer Saville; Dimitri Lascaris; alexi. ca; [email protected]; Jeff McFarlane; Darryl Levitt; [email protected]; [email protected]; [email protected]; 'John Adair; [email protected]; [email protected]; [email protected]; [email protected]; Erin; [email protected]; Mel Solmon Subject: Undertakings and Refusals of Mr. Riley Attachments: Undertakings, Advisements, and Refusals Chart of James Riley.pdf; Undertakings, Advisements, and Refusals Chart of James Riley.docx

Dear Messrs. Dearden and Moore,

Please find attached a PDF chart of the Undertakings, Questions taken Under Advisement, and Refusals given during the cross-examination of Mr. Riley held on October 26 and 27, 2020 by counsel to West Face and Mr. Boland. I have also attached a Word copy of the chart for your use in providing responses.

In light of the agreed-upon timetable Endorsed by Justice McEwen for the hearing on December 15 and 16, 2020 of any motions arising from refusals given at the cross-examinations in the pending anti-SLAPP motions, we expect that Mr. Riley will provide answers to the undertakings and questions taken under advisement as set out in the attached chart as soon as reasonably possible. In any event, to the extent answers are not provided to any of these questions before December 15 and 16, 2020, we reserve the right to ask Justice McEwen to treat them as refusals for the purposes of the motion.

We look forward to receiving Mr. Riley's responses.

As always, please let us know if you would like to discuss.

Kind regards,

-Andrew

1 789

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 790 - 2 -

and

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

UNDERTAKINGS, QUESTIONS TAKEN UNDER ADVISEMENT, AND REFUSALS given at the Cross-Examination of James Riley held on October 26 and 27, 2020 (cross-examination by counsel to West Face Capital Inc. and Gregory Boland)

Table 1: From the Cross-Examination of James Riley held on Monday, October 26, 2020

No. Page(s) Question(s) Category Specific Question Documents Answer or Precise Referenced in Basis for Refusal Transcript

1. 10 9 ADV To advise whether or not Catalyst has disclosed all communications from June 2014 791 - 3 -

to the present between Catalyst - including at a minimum Messrs. Riley, Glassman, de Alba, Jean Lepine (Catalyst's Director of Corporate Communications) and Dan Gagnier (Catalyst's external public relations consultant) - on the one hand, and any third party, on the other hand, about West Face, Mr. Boland, and/or any of the five pieces of litigation involving West Face and Catalyst. To the extent that all of such communications have not been disclosed, to disclose them.

2. 11 15 REF To advise of the basis on which privilege has been asserted over any number of communications involving Dan Gagnier (as set out in the Plaintiffs' Supplemental Schedule B to their Affidavit of Documents delivered October 13, 2020).

3. 14 16 REF To advise for what reason Haystack Needle (a marketing, corporate communications, crisis communications, and investor relations firm) was retained by Catalyst.

4. 16 24 REF To acknowledge that to the extent people are observing Callidus's public disclosure and are making future projections 792 - 4 -

about the company's prospects based on that public disclosure, that is a matter of opinion for them to make.

5. 17 25 REF To acknowledge that, as an officer of a public company (i.e., Callidus), Mr. Riley understands that members of the public may come to and express opinions about the future prospects of a public company like Callidus.

6. 19 34 REF To acknowledge that Catalyst frequently engaged in public relations campaigns to promote the future prospects of Callidus.

7. 32 77 REF Given that Documents 1, 2, 3, 4, Documents 5, 6, and 7 of Exhibit 2 to the #1 (CAT_C_00000289); cross-examination of Mr. Riley #2 (CAT_C_00000323); were produced by Catalyst and #3 (CAT_C_00000324); Callidus, to confirm that the #4 (CAT_C_00000325); public relations campaigns #5 (CAT_C_00000352); referred to in those documents #6 (CAT_C_00000353); and are not privileged. #7 (CAT_C_00000824) of Exhibit 2

8. 39 110 REF To accept that, given that the Moyse Action was dismissed by Justice Newbould following a trial, and the VimpelCom Action was dismissed by Justice Hainey following a motion, and the Court of Appeal for Ontario dismissed Catalyst's appeals in those proceedings, and the Supreme Court of Canada

793 - 5 -

dismissed Catalyst's applications for leave to appeal in those proceedings, Catalyst cannot now bring any further proceedings claiming relief arising out of West Face's acquisition of Wind Mobile.

9. 49 147 UT To provide Catalyst's best Affidavit of James Riley reconstruction of the dates on dated December 5, 2019, at which the documents referred to paras. 74-91, and the by Mr. Riley as "The Additional Exhibits thereto Evidence" in paragraphs 74-91 of his Affidavit dated December 5, 2019 were first disclosed to Catalyst (whether in the Moyse Action, in the Plan of Arrangement proceeding, or in both proceedings).

10. 50 148 ADV To advise if Catalyst has any Affidavit of James Riley evidence contrary to the dated December 5, 2019, at following proposition: paras. 74-91, and the Exhibits thereto All of the documents referred to by Mr. Riley as "The Additional Evidence" in paragraphs 74-91 of his Affidavit dated December 5, 2019 were produced to Catalyst before the trial in the Moyse Action (whether in the Moyse Action, in the Plan of Arrangement proceeding, or in both proceedings).

11. 50 149 UT To advise if Catalyst has any Affidavit of James Riley evidence contrary to the dated December 5, 2019, at following proposition:

794 - 6 -

paras. 74-91, and the Each of the documents referred Exhibits thereto to by Mr. Riley as "The Additional Evidence" in paragraphs 74-91 of his Affidavit dated December 5, 2019 was in fact relied on by Catalyst both at the trial of the Moyse Action and at the hearing of the appeal of the Moyse Action.

12. 52 155 UT To advise if Catalyst's appeal materials in the Moyse Action made any allegation of bias on the part of Justice Newbould and, if so, to indicate where in Catalyst's appeal materials such an allegation was made.

13. 62 194 ADV To confirm that Document 17 of Document #17 of Exhibit 2 Exhibit 2 to the cross- (WFV00022061) (attached examination of Mr. Riley (being as Exhibit 49 to the a chain of internal West Face Conspiracy Affidavit of emails dated November and James Riley dated May 29, early December 2014 about a 2020) report that West Face was preparing on Callidus), bearing the production number WFV00022061, was produced by West Face only in the Veritas Action, and was not produced by West Face in the Wolfpack Action.

14. 63 195 ADV To advise if Catalyst has any Document #17 of Exhibit 2 evidence contrary to the (WFV00022061) (attached following proposition: as Exhibit 49 to the Conspiracy Affidavit of 795 - 7 -

Document 17 of Exhibit 2 to the James Riley dated May 29, cross-examination of Mr. Riley 2020) (being a chain of internal West Face emails dated November and early December 2014 about a report that West Face was preparing on Callidus), bearing the production number WFV00022061, was produced by West Face only in the Veritas Action, and was not produced by West Face in the Wolfpack Action.

15. 63 196 ADV To confirm that Catalyst or Document #17 of Exhibit 2 Callidus did not obtain (WFV00022061) (attached Document 17 of Exhibit 2 to the as Exhibit 49 to the cross-examination of Mr. Riley Conspiracy Affidavit of (being a chain of internal West James Riley dated May 29, Face emails dated November 2020) and early December 2014 about a report that West Face was preparing on Callidus), bearing the production number WFV00022061, from any source other than from West Face's production of the document in the Veritas Action.

16. 64 197 ADV To confirm that Document 18 of Document #18 of Exhibit 2 Exhibit 2 to the cross- (WFV00023942 and examination of Mr. Riley (being WFV00023944) (attached an email dated December 12, as Exhibit 51 to the 2014 from Greg Boland to Conspiracy Affidavit of Jacquie McNish together with its James Riley dated May 29, attachment) was produced by 2020) West Face only in the Veritas Action, and not in the Wolfpack Action, and that Catalyst or

796 - 8 -

Callidus did not obtain it from any other source.

17. 68 214 ADV To advise if Catalyst has any Document #19 of Exhibit 2 evidence contrary to the (WFV00018938, following proposition: WFV00018942, WFV00023924, The Affidavit of Craig Boyer WFV00023925, (referred to in Document 19 of WFV00022684, Exhibit 2 to the cross- WFV00023950, examination of Mr. Riley) was WFV00024009, and filed in a (public) court file. WFV00000716) (attached as Exhibit 52 to the Conspiracy Affidavit of James Riley dated May 29, 2020)

18. 70 219 ADV To confirm that Documents 19 Document #19 of Exhibit 2 and 20 of Exhibit 2 to the cross- (WFV00018938, examination of Mr. Riley were WFV00018942, produced by West Face only in WFV00023924, the Veritas Action, and not in the WFV00023925, Wolfpack Action, and that WFV00022684, Catalyst or Callidus did not WFV00023950, obtain either of them from any WFV00024009, and other source. WFV00000716) (attached as Exhibit 52 to the Conspiracy Affidavit of James Riley dated May 29, 2020); and

Document #20 of Exhibit 2 (WFV00014714) (attached in Exhibit C to the Reply Affidavit of Gregory Boland dated August 21, 2020)

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19. 71 222 UT To advise if Catalyst has any Document #19 of Exhibit 2 evidence contrary to the (WFV00018938, following proposition: WFV00018942, WFV00023924, The email from Greg Boland to WFV00023925, Ben Dummett dated December WFV00022684, 12, 2014 at 2:53 pm (i.e., the WFV00023950, third email included in WFV00024009, and Document 19 of Exhibit 2 to the WFV00000716) (attached cross-examination of Mr. Riley) as Exhibit 52 to the attached only excerpts from the Conspiracy Affidavit of publicly filed receivership James Riley dated May 29, application of Xchange 2020) Technology (also known as XTG).

20. 81 260 ADV To advise if Catalyst has any Document #21 of Exhibit 2 evidence contrary to the (WFV00022048, following proposition: WFV00022083, WFV00024211, West Face obtained all its WFV00024399, and a information about the identities transcription of of Callidus' borrowers from WFV00022047) (attached public sources. as Exhibit 57 to the Conspiracy Affidavit of James Riley dated May 29, 2020); and

Document #22 of Exhibit 2 (WFV00022049) (attached as Exhibit D to the Reply Affidavit of Greg Boland dated August 21, 2020)

21. 82 265 ADV To confirm that Documents 21 Document #21 of Exhibit 2 and 22 of Exhibit 2 to the cross- (WFV00022048, examination of Mr. Riley were WFV00022083, produced by West Face only in WFV00024211, the Veritas Action, and not in the WFV00024399, and a 798 - 10 -

Wolfpack Action, and that transcription of Catalyst or Callidus did not WFV00022047) (attached obtain either of them from any as Exhibit 57 to the other source. Conspiracy Affidavit of James Riley dated May 29, 2020); and

Document #22 of Exhibit 2 (WFV00022049) (attached as Exhibit D to the Reply Affidavit of Greg Boland dated August 21, 2020)

22. 83 267 REF To confirm that Catalyst and Document #21 of Exhibit 2 Callidus are pursuing relief in (WFV00022048, the Veritas Action in respect of WFV00022083, West Face's communications WFV00024211, with Veritas as set out in WFV00024399, and a Documents 21 and 22 of Exhibit transcription of 2 to the cross-examination of WFV00022047) (attached Mr. Riley. as Exhibit 57 to the Conspiracy Affidavit of James Riley dated May 29, 2020); and

Document #22 of Exhibit 2 (WFV00022049) (attached as Exhibit D to the Reply Affidavit of Greg Boland dated August 21, 2020)

23. 86 268 ADV To advise whether or not West Document #21 of Exhibit 2 Face's communications with (WFV00022048, Veritas as set out in Documents WFV00022083, 21 and 22 of Exhibit 2 to the WFV00024211, cross-examination of Mr. Riley WFV00024399, and a are part of what Catalyst and transcription of WFV00022047) (attached as Exhibit 57 to the 799 - 11 -

Callidus are suing West Face Conspiracy Affidavit of about in the Veritas Action. James Riley dated May 29, 2020); and

Document #22 of Exhibit 2 (WFV00022049) (attached as Exhibit D to the Reply Affidavit of Greg Boland dated August 21, 2020)

24. 90 293 ADV To advise if Catalyst has any Document #24 of Exhibit 2 evidence contrary to the (attached as Exhibit 61 to following proposition: the Conspiracy Affidavit of James Riley dated May 29, The entire 45-page document 2020) marked as Document 24 of Exhibit 2 to the cross- examination of Mr. Riley (and which was attached as Exhibit 61 to Mr. Riley's Conspiracy Affidavit dated May 29, 2020) does not refer to West Face or Mr. Boland by name.

25. 97 322 REF To acknowledge that it might be Document #25 of Exhibit 2 a reasonable inference to draw from the allegations made by Catalyst in paragraph (vv) of its Notice of Motion dated January 13, 2015 (filed publicly in the Moyse Action) (Document 25 of Exhibit 2 to the cross- examination of Mr. Riley), that if West Face "had prepared a research report that purported to reveal problems with Callidus's loan book" and was "talking down the stock" (as alleged),

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then West Face might also have shorted the shares of Callidus.

26. 98 324 ADV To confirm that the Catalyst Document #24 of Exhibit 2 Parties have no evidence of any (attached as Exhibit 61 to communications between Wes the Conspiracy Affidavit of Voorheis and West Face from in James Riley dated May 29, or around early 2015. 2020); and

Document #25 of Exhibit 2

27. 107 351 UT Document 32 of Exhibit 2 to the Document #32 of Exhibit 2 cross-examination of Mr. Riley is (WF001091) (attached as an email dated December 9, Exhibit 71 to the Conspiracy 2015 sent from Bruce Langstaff Affidavit of James Riley to a list of "undisclosed dated May 29, 2020) recipients" and which was received by Tony Griffin of West Face.

To advise of any evidence that Mr. Griffin knew who the other undisclosed recipients of this email were.

28. 119 403 REF On March 8, 2016, Bruce Document #35 of Exhibit 2 Langstaff emailed Greg Boland (WF000915) (attached as an article published by Exhibit 70 to the Conspiracy Streetwise which was critical of Affidavit of James Riley Catalyst. In his responding email dated May 29, 2020) (Document 35 of Exhibit 2 to the cross-examination of Mr. Riley), Mr. Boland stated: "I have [not] seen that kind of rebuke in a while".

To acknowledge that it was fair comment by Mr. Boland to have 801 - 13 -

stated that he had not seen a rebuke like that in a while, because, whether the article was true or not, it was in fact a rebuke of Catalyst.

29. 121 409 UT Document 36 of Exhibit 2 to the Document #36 of Exhibit 2 cross-examination of Mr. Riley (WF001085, WF001087, includes an email dated July 18, and WF001104)) (attached 2016 sent from Bruce Langstaff as Exhibit 73 to the to a list of "undisclosed Conspiracy Affidavit of recipients" and which was James Riley dated May 29, received by Tony Griffin of West 2020) Face.

To advise of any evidence that Mr. Griffin knew who the other undisclosed recipients of this email were.

30. 124 415 UT Document 36 of Exhibit 2 to the Document #36 of Exhibit 2 cross-examination of Mr. Riley (WF001085, WF001087, includes an email dated July 18, and WF001104)) (attached 2016 sent from Bruce Langstaff as Exhibit 73 to the to a list of "undisclosed Conspiracy Affidavit of recipients" and which was James Riley dated May 29, received by Tony Griffin of West 2020) Face.

To advise of any evidence that Mr. Griffin was aware of who the other undisclosed recipients of this email were.

31. 125 420 UT Document 36 of Exhibit 2 to the Document #36 of Exhibit 2 cross-examination of Mr. Riley (WF001085, WF001087, includes an email dated May 4, and WF001104)) (attached 2017 sent from Bruce Langstaff as Exhibit 73 to the

802 - 14 -

to a list of "undisclosed Conspiracy Affidavit of recipients" and which was James Riley dated May 29, received by Philip Panet of West 2020) Face.

To confirm that the Catalyst Parties are not aware of any evidence that Mr. Panet was aware of who the other undisclosed recipients of this email might have been.

32. 131 442-442 UT To advise if Catalyst has any evidence contrary to the following proposition:

Contrary to the statement in paragraph 158 of Mr. Riley's Conspiracy Affidavit dated May 29, 2020, Schedule B to West Face's and Mr. Boland's Affidavit of Documents discloses that it was Darryl Levitt who contacted Philip Panet on November 22, 2016 about IMET, and not vice versa.

33. 132 445-447 UT To advise if Catalyst has any evidence contrary to the following proposition:

Contrary to the statement in paragraph 171(d) of Mr. Riley's Conspiracy Affidavit dated May 29, 2020, Schedule B to West Face's and Mr. Boland's Affidavit of Documents discloses that it was Darryl Levitt who contacted Philip Panet on

803 - 15 -

December 3, 2016 about the "Callidus Catalyst Fraud Outline", and not vice versa.

34. 145 491 UT To advise if the Catalyst Parties Document #43 of Exhibit 2 disagree that the documents (WF000529 and that Philip Panet attached WF000437) (attached as and/or provided links to in his Exhibit 171 to the emails to Bruce Livesey dated Conspiracy Affidavit of November 23, 2016 (Document James Riley dated May 29, 43 of Exhibit 2 to the cross- 2020) examination of Mr. Riley) may be properly characterized as: (a) a Jewish community group newsletter that announced Mr. Glassman's wedding; and (b) other public documents such as a family law application and affidavit.

35. 149 501-502 UT In reference to the email dated Document #43 of Exhibit 2 November 23, 2016 from Philip (WF000529 and Panet to Bruce Livesey, in which WF000437) (attached as Mr. Panet stated: "These Exhibit 171 to the documents from the family law Conspiracy Affidavit of file should make the connection James Riley dated May 29, between Laura Macdonald and 2020); and Newton Glassman from Catalyst. For the Exhibit C Document #44 of Exhibit 2 document, I've left out the more (WF000455) difficult exchanges and limited it to showing an email that has a Catalyst Capital email signature - the other stuff is more difficult, but not really very relevant" (Document 32 of Exhibit 2 to the cross-examination of Mr. Riley), and in reference to the version of the document that Mr. Panet 804 - 16 -

attached to that email (Document 44 of Exhibit 2 to the cross-examination of Mr. Riley), and in reference to the complete version of that document (omitted), to advise whether the Catalyst Parties disagree with the following proposition:

What Mr. Panet stated in his email was correct: he had deleted or otherwise omitted from the document he had sent to Mr. Livesey irrelevant but difficult exchanges, including exchanges that were highly personal to and/or highly prejudicial of Mr. Glassman.

36. 161 545 UT To advise if the Catalyst Parties disagree with the following proposition:

As shown in the Schedule Bs to the Catalyst Parties' Affidavits of Documents, the Catalyst Parties have claimed privilege over any number of communications between Mr. Riley and individuals at Catalyst.

37. 165 568 REF To acknowledge that the article Document #56 of Exhibit 2 by Al Rosen and Mark Rosen (WF000327 and titled "How Companies Are WF000328) (attached as Pushing the Reporting Exhibit 138 to the Envelope" dated June 30, 2017 Conspiracy Affidavit of (Document 56 of Exhibit 2 to the cross-examination of Mr. Riley) may be described as an article

805 - 17 -

in which the authors were James Riley dated May 29, making the argument that 2020) Callidus was pushing the reporting envelope.

38. 174 603 REF To advise whether Callidus Document #58 of Exhibit 2 accused West Face of involvement in stock manipulation to the Ontario Securities Commission in the period leading up to the July 25, 2017 letter from Rocco DiPucchio to Mr. Milne-Smith (Document 58 of Exhibit 2 to the cross-examination of Mr. Riley).

39. 179 623 REF To answer questions about the basis for the Catalyst Parties' assertions of privilege over their communications with Vincent Hanna, Danny Guy and/or John Kingman Phillips.

40. 180 625 REF To produce and provide complete disclosure of the communications between the Catalyst Parties on the one hand and Vincent Hanna, Danny Guy and/or John Kingman Phillips on the other.

41. 183 633 ADV To produce any internal Catalyst Document #63 of Exhibit 2 emails, memoranda, (CAT_LANG00000001_001) correspondence, investigative (attached as Exhibit 38 to materials, or other documents the Conspiracy Affidavit of concerning the initial email from Vincent Hanna to Newton Glassman (Document 63 of

806 - 18 -

Exhibit 2 to the cross- James Riley dated May 29, examination of Mr. Riley) 2020)

42. 184 640 REF To answer questions about the Exhibit B to the Affidavit of email from Abraham Ronen (of Philip Elwood dated May 12, Psy Group) to Philip Elwood 2020 (WF008989) dated September 14, 2017 attaching an info-graphic that purports to describe the "wolfpack" (attached as Exhibit B to the Affidavit of Philip Elwood dated May 12, 2020).

43. 188-189 650-651 REF To agree that a reasonable Riley Affidavit, May 29, reader of subparagraphs 105(d) 2020, para. 105(d) and (e) of Mr. Riley's Conspiracy Affidavit dated May 29, 2020 would most likely conclude that Mr. Milne-Smith had provided a copy of the report that West Face had prepared about Callidus to Andrew Levy. and, further, that was, in fact, what Mr. Riley intended to convey.

44. 195 666 UT To indicate where in the Document #65 of Exhibit 2 transcript of the examination of (CAT_C_00000977) Andrew Levy held on August 30, (attached as Exhibit 39 to 2017 (Document 65 of Exhibit 2 the Conspiracy Affidavit of to the cross-examination of Mr. James Riley dated May 29, Riley) Mr. Levy refers to 2020) coordinating with Mr. Levitt or discussing with Mr. Levitt the filing of complaints to the OSC about Callidus' lending practices. 807 - 19 -

45. 197 669 UT To advise of any emails or other documents that show Mr. Boland and Andrew Levy coordinating or discussing the activities of Mr. Levy or the other guarantors regarding a RICO action.

46. 202 681 UT To indicate where in the Document #65 of Exhibit 2 transcript of the examination of (CAT_C_00000977) Andrew Levy held on August 30, (attached as Exhibit 39 to 2017 (Document 65 of Exhibit 2 the Conspiracy Affidavit of to the cross-examination of Mr. James Riley dated May 29, Riley) Mr. Levy suggests that 2020) anyone intended to or did in fact spread false rumours about Callidus.

47. 202 682 UA To indicate where in the Document #65 of Exhibit 2 transcript of the examination of (CAT_C_00000977) Andrew Levy held on August 30, (attached as Exhibit 39 to 2017 (Document 65 of Exhibit 2 the Conspiracy Affidavit of to the cross-examination of Mr. James Riley dated May 29, Riley) Mr. Levy testifies about: 2020) (a) false rumours about Callidus; (b) short-selling; (c) speaking to the Wall Street Journal after 2015; or (d) participating in or even discussing a complaint to the OSC or Toronto Police Services.

48. 203 685 REF To agree that the transcript of Document #65 of Exhibit 2 the examination of Andrew Levy (CAT_C_00000977) held on August 30, 2017 (attached as Exhibit 39 to (Document 65 of Exhibit 2 to the the Conspiracy Affidavit of cross-examination of Mr. Riley) in fact refutes the allegations

808 - 20 -

that Mr. Levy was coordinating James Riley dated May 29, with Mr. Boland or West Face 2020) regarding (a) whistleblower activities; (b) complaints to the OSC; (c) short-selling; or (d) spreading false rumours about Callidus.

49. 209 703 UT To confirm that the transcription Reply Affidavit of Bruce of the audio recording of Mr. Livesey dated September 4, Livesey's telephone 2020, and Exhibit A thereto conversation with Mr. Levy on April 17, 2015, which transcription was attached as Exhibit A to the Reply Affidavit of Bruce Livesey dated September 4, 2020, is a fair and accurate transcription of the recording in question (i.e., to advise if for any reason the Catalyst Parties' position is that the transcript is incorrect).

50. 218 722-723 REF The article published by Christie Document #67 of Exhibit 2 Blatchford of the National Post (WF000100) (attached as titled "Exclusive: The Judge, the Exhibit 1 to the Affidavit of Sting, Black Cube and Me" Christie Blatchford dated stated, in part: "a source May 21, 2019) authorized to speak for Catalyst acknowledges that a subcontractor working for a security company it hired carried out the sting on the judge. But the source said Catalyst did not order the sting or know about it until after it happened."

To advise if Mr. Riley was the “source authorized to speak for 809 - 21 -

Catalyst” and, if not, who was the source authorized to speak for Catalyst.

51. 218 724 UT To advise of the basis for the Document #68 of Exhibit 2 redactions made to the calendar (CAT_E_00000317) bearing document production number CAT_E_00000317 (Document 68 of Exhibit 2 to the cross-examination of Mr. Riley).

52. 220-221 729-730 REF To answer questions about the Document #68 of Exhibit 2 contents or purposes of any of (CAT_E_00000317). the meetings disclosed in the August, September, and See also Doc #72 of Exhibit October (2017) calendars 2 (CAT_E_00000322). produced by the Catalyst Parties.

53. 222 731 REF To confirm that Mr. Riley met with Virginia Jamieson on or about September 21, 2017 in order to deliver to her a USB key containing the contents of the sting on Justice Newbould for dissemination to the media, including Christie Blatchford.

54. 222 733 ADV In an email from Mr. Glassman Document #78 of Exhibit 2 to Mr. Riley dated September (CAT_E_00000144) 20, 2017, with the subject "Virginia Jamieson", and attaching Ms. Jamieson's contact card, Mr. Glassman states: "This is the person they want you to contact". 810 - 22 -

To confirm that the "they" being referred to is Psy Group.

55. 233 734 ADV In an email from Mr. Glassman Document #78 of Exhibit 2 to Mr. Riley dated September (CAT_E_00000144) 20, 2017, with the subject "Virginia Jamieson", and attaching Ms. Jamieson's contact card, Mr. Glassman states: "This is the person they want you to contact".

To advise how Mr. Glassman knew that Ms. Jamieson was the person "they" wanted Mr. Riley to contact.

56. 233 735 ADV In an email from Mr. Glassman Document #78 of Exhibit 2 to Mr. Riley dated September (CAT_E_00000144) 20, 2017, with the subject "Virginia Jamieson", and attaching Ms. Jamieson's contact card, Mr. Glassman states: "This is the person they want you to contact".

To advise what Mr. Riley knew about the request to contact Ms. Jamieson in advance of receiving this email from Mr. Glassman.

57. 224 737 ADV To acknowledge that there are phone records indicating that Mr. Riley called Virginia Jamieson twice on the morning

811 - 23 -

of September 21, 2017 at 8:46am and 9:33am.

58. 224 738 REF To answer any questions in Document #81 of Exhibit 2 respect of the email from (CAT_E_00000167) Sharon Kisluk of Psy Group to Mr. Riley dated October 23, 2017, which email was produced by the Catalyst Parties (Document 81 of Exhibit 2 to the cross-examination of Mr. Riley).

59. 225 741 ADV The October 21, 2017 entry on Document #72 of Exhibit 2 Mr. Glassman's calendar states (CAT_E_00000322) "Yossi, Newton, Michael" and "Michael Buckstein" (Document 72 of Exhibit 2 to the cross- examination of Mr. Riley).

To advise as to the identity of Michael Buckstein.

60. 226 742 ADV The October 10, 2017 entry on Document #72 of Exhibit 2 Mr. Glassman's calendar refers (CAT_E_00000322) to a meeting with Gad Benefraim (sometimes spelled Gaddi Ben Afraim).

To advise as to the identity of this person and what role he played that is relevant to this litigation.

61. 227 743 REF To answer any questions concerning any and all efforts by Virginia Jamieson to solicit interest from Christie Blatchford, USA Today, the Globe and Mail,

812 - 24 -

and any other sources of articles relating to the sting on Justice Newbould.

62. 227 744 ADV To confirm that, prior to the sting (or interview) of Justice Newbould, none of Rocco DiPucchio, Brian Greenspan, David Moore, or anyone at Catalyst, was aware that the sting (or interview) was to take place.

63. 229 746 ADV To confirm without qualification Document #85 of Exhibit 2 that the contents of the letter (WF009337) from Brian Greenspan dated November 29, 2017 (Document 85 of Exhibit 2 to the cross- examination of Mr. Riley) are true (i.e., as of the date of Mr. Riley’s cross-examination on October 26, 2020, and with respect to anybody and not merely the author of the letter), including specifically the passage of Mr. Greenspan's letter that was highlighted in green in Mr. Riley's cross- examination stating:

"Neither Mr. Moore nor I [Mr. Greenspan] had any pre- knowledge nor involvement in the events which led to the interview of Frank Newbould or the resulting tape recordings nor with respect to any other similar investigative activities in relation to any West Face personnel and 813 - 25 -

we have been assured by Catalyst that the same applies to them."

64. 230 747 REF To advise whether Mr. Riley knows who Avi Janus (alternatively spelled Avi Yanus) is, or to answer any questions that get into areas of overlap with Black Cube and Psy Group and other privilege-related issues.

65. 230 748 ADV The article published by Document #86 of Exhibit 2 Calcalist titled "Black Cube (WF001744) Testimony Describes Undercover Employee's Recording of Former Judge" refers to a witness statement of Black Cube founder Avi Yanus (Document 86 of Exhibit 2 to the cross-examination of Mr. Riley).

To provide consent to Black Cube to disclose a complete list of parties to whom this witness statement of Avi Yanus was given

66. 232 753 REF As Catalyst has a duty to give its investors fair, complete and accurate information to the best of its abilities, to confirm that it would be inconsistent with its fiduciary duties in that regard to provide investors with 814 - 26 -

inaccurate, incomplete or misleading information.

67. 238 768 REF To confirm that Catalyst did not Document #89 of Exhibit 2 disclose in its letter to investors (CAT_E_00000324) dated March 19, 2018 that Yu- Jia Zhu (a former employee of West Face) had agreed during the sting (or interview) of him with a statement by the operative of Black Cube to the effect that Catalyst's theory in the WIND lawsuits were (to use the Black Cube operative's words) "bullshit" (as set out in the transcript of Mr. Zhu's interview) (Document 89 of Exhibit 2 to the cross- examination of Mr. Riley).

68. 241 773 UT Catalyst's letter to investors Document #90 of Exhibit 2 dated March 19, 2018 (WF001268) (Document 90 of Exhibit 2 to the cross-examination of Mr. Riley) states in part "Catalyst is also in possession of numerous emails which support the opinions quoted above and which corroborate that there was improper leakage of confidential information in connection with the sale of WIND to the West Face consortium, during Catalyst's exclusivity period."

To confirm that the "numerous emails" referred to in that letter were in fact the same emails that Catalyst had relied on at the

815 - 27 -

trial of the Moyse Action in June 2016 and which were referred to by Mr. Riley as "The Additional Evidence" in paragraphs 74-91 of his Affidavit dated December 5, 2019.

69. 242 775 REF To confirm that Catalyst did not Document #90 of Exhibit 2 disclose in its letter to investors (WF001268) dated March 19, 2018 (Document 90 of Exhibit 2 to the cross-examination of Mr. Riley) that the "numerous emails" referred to in that letter had in fact already been argued before Justice Newbould and that Catalyst's arguments and claims in that respect had been rejected by Justice Newbould.

Table 2: From the Cross-Examination of James Riley held on Tuesday, October 27, 2020

No. Page(s) Question(s) Category Specific Question Documents Answer or Precise Basis Referenced in for Refusal Transcript

70. 254 777 REF To answer any questions regarding privilege of any kind, including concerning the document listed on the Schedule Bs to the Catalyst Parties' Affidavits of Documents, including the Plaintiffs' Supplemental Schedule B, and including questions intended to test the assertions of

816 - 28 -

privilege over Tamara Global, Yossi Tanuri, the U.S. Securities and Exchange Commission, the Ontario Securities Commission, Patrick Dalton, Vincent Hanna/Danny Guy or his counsel, Dan Gagnier, and Virginia Jamieson. 71. 256 778 REF To answer any questions regarding privilege of any kind, including questions that would explore the basis for the privilege assertions being made. 72. 259 786 ADV In reference to the Bloomberg News Document #91 of article titled "Glassman's Catalyst Exhibit 2 Says Third Fund Plunged More Than 60%" and dated May 14, 2020 (Document 91 of Exhibit 2 to the cross-examination of Mr. Riley), which states in part: "The Toronto- based firm, which invests primarily in distressed debt and private equity, marked down the value of the portfolio in the Catalyst Fund Limited Partnership III to about $320 million at the end of last year [2019], from about $820 million at the start of the year, according to a document sent to its limited partners", to produce the document sent to Catalyst's investors that is referred to in this article. 73. 262 796 ADV To produce Catalyst's Document #91 of communications and/or reporting to Exhibit 2 its investors in Fund III, Fund IV, and Fund V in respect of Catalyst's 2019 year-end financial results, including the document referred to in the Bloomberg News article titled "Glassman's Catalyst Says Third Fund Plunged More Than 60%" and 817 - 29 -

dated May 14, 2020 (Document 91 of Exhibit 2 to the cross-examination of Mr. Riley), and whatever the equivalent communications and/or reporting were for Funds IV and V. 74. 263 796 ADV To the extent that Catalyst's Document #91 of communications and/or reporting to Exhibit 2 its investors referred to in No. 73 above relied on financial reporting by auditors, accountants and/or other external firms, to produce the underlying reporting of those firms. 75. 263 797 ADV To the extent that Catalyst's Document #91 of communications and/or reporting to Exhibit 2 its investors referred to in No. 73 above relied on financial reporting by auditors, accountants and/or other external firms, to produce the final reports (i.e, the "end product") of those firms that were relied upon by Catalyst in its communications and/or reporting to its investors.

818

This is Exhibit "21" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

819

2020-11-06 https://gagnierfc.com/ Page 1/2 820

2020-11-06 https://gagnierfc.com/ Page 2/2 821

This is Exhibit "22" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] From: Willis, Andrew[[email protected]] Sent: Wed 9/14/2016 1:55:43 PM (UTC) 822 Subject: RE:

Dan, At my desk, call me. 416.585.5546

From: Dan Gagnier [mailto:[email protected]] Sent: Wednesday, September 14, 2016 8:45 AM To: Willis, Andrew Subject: Fwd:

Hey Andy, any chance to update here? The release provides some counter to Boland's statement. Would be great to balance that out a little if possible by giving some definition to the errors of fact and/or the statement on impossible precedent. Let me know

From: Dan Gagnier Sent: Tuesday, September 13, 2016 10:14:17 PM To: [email protected] Subject:

This is going out now. Any update to the story online would be appreciated.

Thanks Andy

Catalyst Capital Group Issues a Notice of Appeal in relation to the Judgment in The Catalyst Capital Group Inc. v. Brandon Moyse and West Face Capital Inc. Lawsuit

Requests Judgment be Set Aside and a New Trial be Ordered

TORONTO, September 13, 2016 - The Catalyst Capital Group Inc. ("Catalyst"), Canada's second-largest independent private equity firm, today announced that it has filed a notice of appeal from the trial decision of Justice Frank Newbould of the Ontario Superior Court of Justice - Commercial List dated August 18, 2016 in Court File No. CV-14- 507120.

In its appeal, Catalyst has asked the Court of Appeal for Ontario to set aside the August 18, 2016 judgment and to order a new trial before another justice of the Superior Court of Justice.

The grounds for the appeal include a denial of procedural fairness, errors of law in determining the spoliation claim and errors of fact and mixed fact and law in determining the claims for spoliation and the misuse of Catalyst’s confidential information.

A summary of the grounds of the appeal are as follows:

Errors of Fact and Procedural Unfairness:

 In his review of the evidence and determination of disputed facts relating to Catalyst’s claim that Brandon Moyse and West Face Capital Inc. misused its confidential information, the trial judge made several palpable and overriding errors of fact. Catalyst is aware of over 30 errors of fact as demonstrated by the stark difference between the trial judge's ruling as compared to the actual record. The mishandling or willful ignorance of these facts directly influenced the determination that West Face and Moyse were not liable for misuse of confidential information.  Catalyst also believes that the trial judge applied an inconsistent standard in his evaluation of the witnesses. For example, Catalyst highlights that there were numerous and glaring inconsistencies by defendants’ oral evidence that

directly contradicted contemporaneous documentary evidence. 823  For example: o The trial judge erred in finding that West Face “took seriously” the issue of confidentiality when the documentary and oral evidence demonstrates that in March and April 2014, Tom Dea knowingly and repeatedly distributed Catalyst’s confidential information to his partners and reviewed that information to determine if it was “helpful” to West Face; and o The trial judge erred in finding that Wind was the only telecom investment West Face was working on in spring 2014 when West Face’s witnesses admitted and documentary evidence demonstrated it was also considering an investment in Mobilicity.  While the opposite standard was applied to the Plaintiffs. For example, Newton Glassman’s, Catalyst’s Managing Partner, unique experience with the only similar case to be litigated in North America and his legal background were summarily dismissed, when the undisputed fact is that Mr. Glassman was significantly involved in the successful outcome of the similar case before the U.S. Supreme Court, and also graduated from law school.  Catalyst believes that this inconsistent standard led to procedural unfairness and on this basis alone a new trial is required.

Error of Law in Determining the Spoliation Issue

 It is undisputed that Moyse consented to an order that required him to preserve the contents of his personal computer and that Moyse then employed a military-grade document deletion software the night before his personal computer was scheduled to be forensically imaged.  Catalyst believes that the motion judge erred in law in relation to his findings on the issue of spoliation of evidence by [Brandon] Moyse. The trial judge erred in law by ignoring the historical evidentiary standard requiring defendants to prove that they had not destroyed the evidence in question, which Moyse and West Face failed to do, but rather put the task on Catalyst to produce a particular piece of evidence that is by definition impossible to prove - and by Moyse’s own admission was destroyed. This was a precedent setting error of law.  The consequences for this issue go beyond the dispute between these parties – the trial judge created a new, improper and impossible standard to meet that rewards defendants for destroying evidence and will make it easier in future cases for defendants to destroy relevant evidence with impunity.

About Catalyst:

The Catalyst Capital Group Inc., a private equity investment firm with more than $6 billion in assets under management founded in 2002, is a leader in operationally focused turnaround investing. The firm's mandate is to manufacture risk adjusted returns, in keeping with its philosophy of "we buy what we can build." Catalyst's Guiding Principles of investment excellence through operational involvement, superior analytics, attention to detail, intellectual curiosity, team and reputation are key to the firm's success. The Catalyst team collectively possesses more than 110 years of extensive experience in restructuring, credit markets and merchant and investment banking in Canada, the United States, Latin America and Europe.

Media:

Dan Gagnier Gagnier Communications 646-273-9391 [email protected] 824

This is Exhibit "23" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] From: BRUCE LIVESEY[[email protected]] Sent: Tue 9/20/2016 1:39:52 PM (UTC) 825 Subject: Re: From Bruce Livesey - Canadian Business magazine Pretty much.

On Tuesday, September 20, 2016 9:38 AM, Dan Gagnier wrote:

Understood - so that discussion is the bulk of the story?

Let me know when to expect questions and fact checking.

From: BRUCE LIVESEY Sent: Tuesday, September 20, 2016 9:20 AM To: Dan Gagnier Subject: Re: From Bruce Livesey - Canadian Business magazine

Well, the conflict between the two outfits is what's of interest up here. Big lawsuits, big allegations, etc.

On Tuesday, September 20, 2016 9:14 AM, Dan Gagnier wrote:

Hi Bruce - let me check. How prominent is Catalyst in this Boland/West Face profile? It seems to me like this is more, or is becoming more, of the feature than an examination of Boland. Correct me if I am wrong here.

From: BRUCE LIVESEY Sent: Tuesday, September 20, 2016 9:09 AM To: Dan Gagnier Subject: From Bruce Livesey - Canadian Business magazine

Hi Dan,

I was just wondering if you guys could recommend people in the business/investment community who could speak about working with Mr. Glassman.

Let me know.

Best,

Bruce 647-341-3989 826

This is Exhibit "24" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Tedesco, Theresa[[email protected]] From: Dan Gagnier[/O=EXCHANGELABS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=7F77CE12BA2B48CCA322370CE3BB4ACB-DG] 827 Sent: Thur 10/20/2016 4:58:00 PM (UTC) Subject: Fw: Catalyst v Moyse Appeal [IWOV-Client.FID45653] Amended Notice of Appeal.DOCX

Updated notice of appeal 828 829

Court of Appeal File No. C62655 Court File No. CV-14-507120

COURT OF APPEAL FOR ONTARIO

B E T W E E N:

THE CATALYST CAPITAL GROUP INC. Plaintiff/ Appellant

and

BRANDON MOYSE and WEST FACE CAPITAL INC. Defendants/ Respondents

SUPPLEMENTARY NOTICE OF APPEAL

The Appellant amends the Notice of Appeal dated September 13, 2016 in the following manner:

1. To replace the Preamble and the Relief Requested with the following:

THE PLAINTIFF APPEALS to the Court of Appeal from the Judgment of the

Honourable Justice F. Newbould, which dismissed the Plaintiff’s action, dated August 18, 2016

(the “Judgment”), made at Toronto and from the decision of the Honourable Justice F.

Newbould, awarding costs of the trial to West Face Capital Inc. in the amount of $1,239,965, dated October 7, 2016 (the “Costs Order”), both made at Toronto, Ontario.

THE APPELLANT ASKS that the Judgment and Costs Order be set aside and Judgment be granted as follows:

1. Ordering that a new trial be held before another Judge of the Superior Court of Justice; 830 -2-

2. An award of costs of the trial and this appeal in the Plaintiff’s favour; and

2. To add the following text after paragraph 30:

E. Errors of Fact and Law in Determining that VimpelCom Had No Communication with West Face or the Consortium

30. The trial judge erred in principle by making findings in the Judgment that were irrelevant to the action and intended to prejudice Catalyst’s prosecution of a separate proceeding against

West Face and others.

31. Prior to the trial, the trial judge refused to permit Catalyst to amend its Statement of

Claim to include allegations that West Face had induced VimpelCom to breach a contract that provided Catalyst with an exclusive negotiating period with VimpelCom (the “Exclusivity

Agreement”).

32. The trial judge held that Catalyst’s allegations of inducing breach of contract against

West Face would not form any portion of the trial between Catalyst, West Face and Moyse (the

“Moyse Litigation”).

33. Catalyst issued a new Statement of Claim prior to the trial in which it alleged, inter alia, that West Face and other parties that were part of the “Consortium” to purchase Wind (and that were not named in the Moyse Litigation) had induced VimpelCom to breach the Exclusivity

Agreement and that VimpelCom had breached the Exclusivity Agreement (“VimpelCom

Litigation”). Moyse was not named in the VimpelCom Litigation.

34. West Face brought the VimpelCom Litigation to the attention of the trial judge at the trial of the Moyse Litigation. It also objected to testimony during the trial of the Moyse Litigation on

831 -3- the basis that the testimony may impact the VimpelCom Litigation. The trial judge granted West

Face’s objection.

35. Despite his prior ruling and the ruling on the objection at trial, the trial judge made

unnecessary findings of fact concerning Catalyst’s dealings with VimpelCom. These improper

findings included the following:

(a) The trial judge concluded that no one at Tennenbaum Capital Partner LLC or

64NM Holdings GP LLC knew the details of any offer made by Catalyst to

VimpelCom during the period of the Exclusivity Agreement;

(b) The trial judge concluded that VimpelCom had no substantive communication

with the members of the Consortium, including West Face, during the term of the

Exclusivity Agreement; and

directors looked at the Consortium’s proposal during the exclusivity period with

Catalyst or that the Consortium’s proposal played any part in the decision of

VimpelCom to demand a break fee from Catalyst.

36. The trial judge’s findings were unnecessary and may prejudice Catalyst’s prosecution of

the VimpelCom Litigation.

37. After the Judgment was released, the defendants in the VimpelCom Litigation, including

West Face, sought to have the VimpelCom Litigation struck on the basis of the trial judge’s

errant findings.

F. Errors of Fact and Law in Determining Costs 832 -4-

38. Catalyst seeks this Court’s leave to appeal the Costs Order.

39. Leave to appeal should be granted to correct errors of law and errors of mixed fact and

law that the trial judge made in rendering the Costs Order.

40. The trial judge erred by concluding that Catalyst’s conduct in the litigation was

reprehensible, scandalous or outrageous and warranted an award of costs on a substantial

indemnity scale.

41. The trial judge made the following palpable and overriding errors of mixed fact and law

in finding that West Face was entitled to costs on a substantial indemnity scale:

(a) The trial judge erred in relying on the evidence given by Newton Glassman

during trial to make determinations about Catalyst’s conduct in the litigation;

(b) The trial judge erred in concluding that it was improper for Catalyst to prosecute

its action on the basis of the confidentiality wall that West Face erected after

Moyse commenced his employment with West Face; and

based on unfounded allegations of West Face’s conduct.

42. These palpable and overriding errors led the trial judge to improperly conclude that West

Face was entitled to costs on a substantial indemnity basis.

3. To amend the basis of the Appellate Court’s Jurisdiction in the following manner:

1. Sections 6(1)(b) and 133(b) of the Courts of Justice Act, R.S.O. 1990, c. C-43;

833 -5-

2. The Judgment of Justice Newbould dismissing the Plaintiff’s action is final;

3. Leave to appeal the Judgment is not required;

4. Catalyst requests that the appeal of the Costs Order be joined with the appeal of the

Judgment; and

5. Leave to appeal the Costs Order is required.

October 17, 2016 LAX O'SULLIVAN LISUS GOTTLIEB LLP Counsel Suite 2750, 145 King Street West Toronto, Ontario M5H 1J8

Rocco DiPucchio LSUC#: 38185I Tel: (416) 598-2268 [email protected]

Andrew Winton LSUC#: 54473I Tel: (416) 644-5342 [email protected]

Bradley Vermeersch LSUC#: 69004K Tel: (416) 646-7997 [email protected]

Fax: (416) 598-3730

Lawyers for the Plaintiff/Appellant 834 -6-

TO: PALIARE ROLAND ROSENBERG ROTHSTEIN LLP Barristers and Solicitors 155 Wellington Street West 35th Floor Toronto ON M5V 3H1

Robert A. Centa LSUC#: 44298M Tel: (416) 646-4314

Kristian Borg-Olivier LSUC#: 53041R Tel: (416) 646-7490

Fax: 416-646-4301

Lawyers for the Defendant/Respondent, Brandon Moyse

AND TO: DAVIES WARD PHILLIPS & VINEBERG LLP Barristers and Solicitors 40th Floor - 155 Wellington Street West Toronto ON M5V 3J7

Matthew Milne-Smith LSUC#: 44266P Tel: (416) 863-0900

Andrew Carlson LSUC#: 58850N Tel: (416) 863-0900

Fax: 416-863-0871

Lawyers for the Defendant/Respondent, West Face Capital Inc. 835 THE CATALYST CAPITAL GROUP INC. -and- BRANDON MOYSE et al. Plaintiff (Appellant) Defendants (Respondents) Court of Appeal File No. Court File No. CV-14-507120

COURT OF APPEAL FOR ONTARIO

PROCEEDING COMMENCED AT TORONTO

SUPPLEMENTARY NOTICE OF APPEAL

LAX O’SULLIVAN LISUS GOTTLIEB LLP Counsel Suite 2750, 145 King Street West Toronto, Ontario M5H 1J8

Rocco DiPucchio LSUC#: 38185I [email protected] Tel: (416) 598-2268

Andrew Winton LSUC#: 54473I [email protected] Tel: (416) 644-5342

Bradley Vermeersch LSUC#: 69004K Tel: (416) 646-7997 [email protected]

Fax: (416) 598-3730

Lawyers for the Plaintiff/Appellant 836

This is Exhibit "25" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] From: McNish, Jacquie[[email protected]] Sent: Mon 7/31/2017 1:01:46 PM (UTC) 837 Subject: Story Fact Checks

Dan,

Please see the following questions:

We understand through our reporting at least three individuals have separately filed whistleblower complaints to authorities including the Ontario Securities Commission and a unit of the Toronto Police financial crimes unit. We understand that these authorities have questioned people in connection with the whistleblower complaints. Are Mr. Glassman, Catalyst and/or Callidus aware of these complaints, and do they have any comment on them? Has any of them been contacted by any of these authorities?

We understand the whistleblower complaints allege that Catalyst and Callidus improperly inflate the value of their investments and have deceived companies that borrow from the firm. Are these claims accurate? What is the companies' response to these claims?

We understand that one of the whistleblower complaints alleges that Catalyst and Callidus engage in a “corporate tag team process” in which Callidus sells to Catalyst distressed investments at what the complaint describes as inflated prices. The complaint alleges that the companies do so to prevent Callidus from having to acknowledge publicly the full degree of potential losses. Is this a practice the companies engage in? What is the companies' response to these allegations?

We understand that in March 2017 litigation with Callidus, former employee Craig Boyer cited “multiple complaints and regulatory investigations” surrounding the firm. Is this claim accurate? Do Catalyst and/or Callidus have comment on his statement?

We understand that at least two of the whistleblower complaints allege that Callidus and Catalyst inflated the value of their investments in Xchange Technology Group. Is this claim accurate? Do Catalyst and/or Callidus have comment on this allegation?

We understand that the two whistleblower complaints that relate to Xchange Technology Group allege that Catalyst and Callidus delayed and underreported subsequent losses in the company. Is this claim accurate? Do Catalyst and/or Callidus have comment on this allegation?

The Court of Appeal for Ontario ruling July 28 says that Callidus in its 3rd quarter report of 2015 valued its Xchange Technologies assets at US$66.9 million. The ruling also states that Callidus acquired title in November 2015 to control Xchange Technologies, then under receivership, for about $34 million. Do you agree with this assessment? What was the basis for significantly increasing the value of Xchange in the 2015 quarterly report?

We understand that Mr. Glassman’s companies have sued or counter sued government agencies, borrowers and former employees. Is this accurate?

As part of its quarterly earnings, Callidus in May disclosed that its accounting practices were under a continuous disclosure review from the OSC. Mr. Glassman told analysts 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.” Do Mr. Glassman and/or Callidus have further comment on the OSC review?

What is the origin and meaning of the name Callidus Capital?

Is there any other information you think we should know relevant to the questions asked?

Additionally, please see the following biographical and corporate facts as we understand them. We respectfully request that you alert us to any errors or provide additional information as you wish.

Newton “Newt” Glassman is 53 years old. Mr. Glassman is a trained lawyer. Prior to Catalyst, Mr. Glassman worked at Cerberus Capital. Mr. Glassman has described his companies as the “Goldman Sachs of Canada.” Mr. Glassman is protective of his privacy. He forbids friends and journalists from taking his photograph. Catalyst was founded in 2002. Catalyst has approximately C$6 billion assets under management. Catalyst funds have reported double-digit returns in certain years. Name years? Catalyst has raised five funds. Catalyst representatives have discussed raising a sixth fund as soon as this fall. Catalyst investors include the endowments of Harvard University and McGill University and clients of Morgan Stanley. Catalyst invests in loans to distressed companies, and sometimes takes over such companies.

We respectfully request a response by the close of business today, Monday July 31.

Best,

Jacquie McNish The Wall Street Journal o: 416-306-2031 c: 647-224-7554 838

This is Exhibit "26" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Newton Glassman[[email protected]] From: Dan Gagnier[[email protected]] Sent: Wed 9/27/2017 4:09:20 PM (UTC) 839 Subject: RE: Just left u a vmx

Ok - thanks

From: Newton Glassman [mailto:[email protected]] Sent: Wednesday, September 27, 2017 12:05 PM To: Dan Gagnier Subject: Re: Just left u a vmx

Will call u when I land. Around 2pm

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 Sep 27, 2017, at 12:01 PM, Dan Gagnier wrote:

Call me later when you can pls

From: Newton Glassman [mailto:[email protected]] Sent: Wednesday, September 27, 2017 11:05 AM To: Dan Gagnier Subject: Re: Just left u a vmx

CHeck huffington post and check w Emmanuel.

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 Sep 27, 2017, at 10:44 AM, Dan Gagnier wrote:

Newton – I see nothing yet. We are doing a full search and there are no references to any of the names. Only new info out there are some random websites discussing Boland.

If someone else is prepared to come out with names, that doesn’t hurt what we are doing or reflect a loss of control. It likely adds to acceleration around the issue by mainstream media.

From: Newton Glassman [mailto:[email protected]] 840 Sent: Wednesday, September 27, 2017 10:20 AM To: Dan Gagnier Subject: Just left u a vmx

Is very time sensitive. Plse check your vmx. I am reachable by email but on a plane for next 3 hrs.

FP has lost control of the Wolfpack story. Apparently wout our knowing it, huffington post and others already on it, issued it 2 days ago, and even name the Wolfpack members. She needs this out asap because I am told it's picking up momentum very quickly.

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 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. 841

This is Exhibit "27" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] From: emmanuel000ddd[[email protected]] Sent: Wed 9/27/2017 3:45:24 PM (UTC) 842 Subject: Links

http://www.huffingtonpost.com/entry/the-bayout-that-wasnt-the-truth-behind-the-esco- marine_us_59c156b4e4b0c3e70e742820

https://medium.com/@raheja.mobi/its-happening-right-under-our-noses-a5fe1a8d8b96

http://u.wn.com/2017/09/18/West_Face_strategy_love_em_and_leave_em/

https://youtube.com/watch?v=o0K_L9OFUDc

/https://greg-boland.blog 843

This is Exhibit "28" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Newton Glassman[[email protected]] From: Dan Gagnier[[email protected]] Sent: Tue 10/3/2017 11:34:32 AM (UTC) 844 Subject: Re: FP Good morning Newton. I will have an update to you asap this morning.

From: Newton Glassman Sent: Tuesday, October 3, 2017 7:16:11 AM To: Dan Gagnier Subject: FP

Good morning. What is status/timing of FP Wolfpack article?

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

This is Exhibit "29" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] Cc: Jim Riley[[email protected]] From: Newton Glassman[[email protected]] 846 Sent: Thur 10/5/2017 8:41:32 PM (UTC) Subject: Re: Get the Wolfpack named!!!!!!!

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 Oct 5, 2017, at 4:40 PM, Dan Gagnier wrote:

NP story confirmed for Saturday by editors. 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. 847

This is Exhibit "30" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

To: Dan Gagnier[[email protected]] From: emmanuel000ddd[[email protected]] Sent: Tue 10/10/2017 4:50:31 PM (UTC) 848 Subject: Fwd: files CAT_E_00000163/001 table.docx Wf.docx 849 CAT_E_00000164/001 850

Wolfpack

Date Date Gap in Price Price change in Cange in Name of company Hign Law days hign law $ %

31/08/1 12/10/1 Concordia International Corp. (CXR.TO) 5 5 42 110.6 42.08 -68.52 -62%

23/05/1 12/12/1 6 6 203 42.86 2.9 -39.96 -93%

02/06/1 04/10/1 7 7 124 3.21 1.77 -1.44 -45%

13/07/1 11/08/1 Nobilis Health Corp. (HLTH) 5 5 29 7.41 4.77 -2.64 -36%

05/10/1 22/10/1 5 5 17 5.75 2.52 -3.23 -56%

04/11/1 17/11/1 5 5 13 4.09 2.24 -1.85 -45%

10/05/1 20/06/1 6 6 41 4.5 2.26 -2.24 -50%

28/02/1 18/04/1 7 7 49 2.2 1.2 -1 -45%

18/09/1 17/11/1 Valeant Pharmaceuticals International, Inc. (VRX.TO) 5 5 60 319.13 93.57 -225.56 -71%

18/02/1 18/03/1 6 6 29 129.47 34.93 -94.54 -73%

01/11/1 08/11/1 6 6 7 31.18 19.92 -11.26 -36%

27/02/1 21/04/1 7 7 53 21.19 11.45 -9.74 -46%

25/04/1 18/05/1 Badger Daylighting Ltd. (BAD.TO) 7 7 23 35.72 21.99 -13.73 -38%

06/07/1 28/07/1 Home Capital Group Inc. (HCG.TO) 5 5 22 43.16 27.3 -15.86 -37% CAT_E_00000164/002 851

27/03/1 26/04/1 7 7 30 27.72 5.99 -21.73 -78%

23/11/1 11/12/1 Callidus Capital Corporation (CBL.TO) 5 5 18 10.8 7.3 -3.5 -32%

08/08/1 07/09/1 7 7 30 15.34 10.72 -4.62 -30%

ללא ממצא (Exchange Income Corporation (EIF.TO 852 CAT_E_00000165/001 853

Business turnover: West Face Capital releases a short and somewhat meagre report for her investors, that includes data regarding its five-year, three-year and 1-year back revenues. This turnover is easily comparable to other market indexes, such as the S&P 500 or S&P/TSX, among other hedge-fund performance indexes. WFC is falling short by every measurable index.

2017 Index (as of June 2017) Examples: while the S&P 500 (a very famous index which calculates the rise in the leading 500 stock-prices in the US) has gone up 17.9% over the last year (according to West Face’s own reports), West Face’s index went up only 2.8%. This essentially means that investing in the S&P or in top American stocks would have yielded 539% more revenue (2.8 vs. 17.9). Most shares from any number of business fields (Hi-Tech, oceangoing cargo, mining, etc.) beat West Face’s turnovers. The S&P/TSX, the Canadian equivalent of the previously mentioned index (relating to the Canadian stock market rather than the American one), has gone up 11% over the past year, showing results 292% better than West Face’s. Many other indexes exist that prove our claim, even indexes specifically pertaining to hedge funds.

Three-year-back index West Face’s three-year-back index shows a 2.5% loss to investors, while the S&P 500 index went up 31.7% and its Canadian equivalent went up 9.5%. Hedge funds indexes were also positive, showing 4.7% rise in the Credite Suisse index and 6.5% in the composite index.

Five-year-back index An investor who’s been with the fund for 5 years made 16.9% profit, while the S&P500 went up 97.9% and the Canadian index went up 52.1%. The Dow Jones index – the average for the top 30 industrial companies in the U.S., went up 65%. If so, why do investors pay the fund 2% of the capital annually + 20% of the revenues? If the fund has 2$billion in investments, it makes 40$million no matter their turnover. If the fund has 2$billion (unconfirmed figures, as claimed by the client), and the 5-year yield is 16%, their 2%+20% management fees come to 80$million in bonuses for terrible financial results over the past 5 years, meaning 56$million annually.

Calculation method CAT_E_00000165/002 854

The fund publishes its yield as relevant for investors who joined sometime in October 2007. These investors have type A shares of the 2007 series, but the fund started issuing type B shares in 2010. The results for the type B investors are undisclosed. The report mentions they achieved “similar or identical” results to series A, but “similar” is, of course, a matter of semantics.

The issuer of the investors’ report The fund announced in the report that its yields were not validated by any outside factor. In that case, the investors let the fund manage their capital and also conduct the report without any outside scrutiny.

Missing data Other funds have published, in their reports, data which is missing from West Face’s report. The missing elements: 1. Investment strategy 2. Risks. Other funds detail the risks their investors are facing, such as price fluctuation, fluidity risks, etc. whereas West Faec sufficed with saying it is a “risky business” and that the investor should be aware of its risks. 3. Results details. Besides a turnover chart West Face gives no explanation of its results. It is quite obvious that data regarding the increment and decrement of its assets’ worth, quantity of assets, reason for increment or decrement, factors which contributed to such fluctuations, etc. is absent from the report. 4. Management compensation. Numeric values of the management staff’s salaries and other compensation are absent. 5. Were incentive fees paid and if so, how many 6. Brokerage expenses 7. Independent investment committee – if West Face is “an investment fund which is a reporting issuer”, it is required of them to set up an independent investment committee to oversee investments and conflicts of interest. There is no way of knowing whether or not West Face meets the requirement, although the client and his attorneys probably know more. 8. The funds’ assets’ worth as of the beginning of the period measured in the report, fluctuations in capital and assets as of the end of said period 9. Information regarding the number of units and their worth 10. Investment detail

Company reports The company has stated that while its investors’ reports are not overseen by any outside factor (i.e. an accountant), its internal reports so meet some scrutiny. As far as we know, West Face is a private company and does not supply the public (or to investors) with such internal reports or even the identities of those who oversaw their preparation. 855

This is Exhibit "31" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] From: McNish, Jacquie[[email protected]] Sent: Wed 11/15/2017 8:52:49 PM (UTC) 856 Subject: West Face lawsuit

Dan,

West Face has filed a motion about Black Cube employees investigating some of its current and former staff, and is seeking an order for Catalyst, Black Cube and others to preserve any documents or materials relating to its allegations.

Will Catalyst be responding to West Face's allegations? Did Catalyst or any entity or person related to Catalyst hire Black Cube to investigate West Face or its current and former employees?

Thank you

Jacquie McNish The Wall Street Journal o: 416-306-2031 c: 647-224-7554 857

This is Exhibit "32" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: Dan Gagnier[[email protected]] Cc: Jim Riley ([email protected])[[email protected]] From: David M. Reese[[email protected]] 858 Sent: Fri 12/1/2017 4:37:15 PM (UTC) Subject: RE: Request for comment from Catalyst Capital

Thanks.

From: Dan Gagnier [mailto:[email protected]] Sent: December 1, 2017 11:36 AM To: David M. Reese Subject: Fwd: Request for comment from Catalyst Capital

David,

I have forwarded this to all appropriate people FYI.

From: [email protected] Sent: Friday, December 1, 2017 11:12:58 AM To: Dan Gagnier Cc: [email protected]; [email protected] Subject: Request for comment from Catalyst Capital

Hi Dan,

As you are aware, John Tilak and I are working on a story about Catalyst’s investment strategy, its track record and its valuations. The story is focused on how Catalyst’s record of double digit annual returns is based on the firm’s own assessment and has, so far, either not been put to a market test or, in the instances where a sale has been attempted, often not met expectations.

We have been in contact with you about this story before and are again seeking on-the-record comment.

We always strive to be as fair and accurate as possible, and to that end, we would like to get Catalyst’s perspective on our reporting. We would like to interview Mr. Glassman or another senior Catalyst executive with deep knowledge of the business, such as Gabriel de Alba or Jim Riley. If Catalyst would prefer to respond in writing, I have included our core findings below, along with related questions in italics. We are preparing our story for publication soon and would appreciate a response by the end of next week. I am copying David Reese on this email as he is listed as a contact person for Callidus, which is also part of the reporting.

PAST INVESTMENTS AND MONETIZATIONS  Catalyst’s first private equity fund ($185 million AUM) made investments starting in 2003 and several years later had scored wins by privately selling companies like Cable Satisfaction International Inc; AT&T Canada Inc., later known as Allstream; and Royal Group Technologies Ltd. Is this accurate? Are these representative examples of fund I’s success? What else would you recommend including?  Fund I produced an average annual net return of 32 percent over its 2002 to 2012 lifespan. Is that an accurate return and lifespan? What is your assessment of those results?  Investments from other funds that Catalyst has monetized through third party sales include Mobilicity in 2015, Geneba Properties in 2017, YRC Worldwide Inc. in 2011, and Canwest Global Communications in 2010. Catalyst funds made between 1.2 times and 1.4 times their money on those sales. Are those examples and figures accurate? Are these representative examples of investment successes? What else would you recommend including?  A few positions that have lost much of their value include Natural Market Restaurants Corp. and Xchange Technology Group. Do you take issue with that characterization? What value to you ascribe to those businesses today? Can they be monetized in the future and at what value?

CURRENT PORTFOLIO VALUATIONS  Gateway Casinos & Entertainment o The business is one of the largest investments for Catalyst. The initial US$308 million investment in Gateway by funds II and III is now estimated by Catalyst to be worth more than US$1 billion Is this valuation still accurate? If not, what is the most recent update? What is the logic behind the valuation and the increases to it? o Credit analysts say that Gateway has about six times as much debt as its annual earnings of around C$100 million Is that accurate? If not, what are the best numbers to use? What is the general financial health of the company? What could happen to debt and earnings with the Ontario expansion? 859 o As recently as 2016, Catalyst used an enterprise value for Gateway of as high as 20 times annual earnings, more than double the ratio used by a minority owner, Tennenbaum Capital Partners. Great Canadian Gaming Corp. is also valued by analysts at less than half that level. What is the reason for the different assessments of gateway’s value compared to another owner and a key competitor? What multiple are you using today? What is the rationale? o Catalyst dropped an IPO for Gateway in 2012 when investors would not support Catalyst’s valuation, approximately US$870 million that year, or 10 times EBITDA. Is this an accurate representation of what happened? If not, why was the IPO pulled? Did investors or bankers misunderstand the true value of the company? What did they miss? o Efforts to monetize Gateway have so far been unsuccessful despite repeated promises of another IPO attempt or sale to LPs. What is the status of Catalyst’s efforts to sell Gateway? What price/value is being targeted? o Some experts say Catalyst’s valuation of Gateway has been “extremely aggressive” Can you comment on why their might be legitimate differences of opinion on the valuation?  Advantage Rent A Car o An investment since 2013, Catalyst's valuation for Advantage has grown at a time when larger rental car businesses have been under substantial pressure because of increasing competition and the rise of ride-sharing businesses like Uber and Lyft How has Advantage been able to buck this trend? o Catalyst’s valuation of $553.8 million is about 1.7 times revenue (estimated at $327.7 million in 2017) when Hertz and Avis Budget trade at less than half their 2016 revenues of more than US$8 billion Is that Catalyst valuation of advantage still accurate? Why is the revenue multiple so different than competitors? o In 2014, Catalyst projected earnings of $100 million over 24 to 36 months. But in 2017 projected earnings fell to just $20 million for 2018. Is this accurate? What caused the projections to be off? Are there other factors we should consider? o Advantage lost $31 million in 2015 and generated adjusted earnings of $15 million. Advantage does not appear to be generating cash as of June 30, 2017 is this still accurate? What are your current projections for revenue and earnings? o Catalyst boosted the exposure to Advantage every year through fund III and fund IV, rising from $22.2 million in 2013 to $298.5 million in 2016 Is this accurate? Why were the increases made? Do you plan to invest more in the business? What is the total investment today? o An expert questioned how Catalyst represented the value of Advantage and other portfolio companies to clients, including not adjusting the valuation despite declining revenues, calling them “living dead” deals because they will likely never be resuscitated Do you take issue with the characterization? If so, what is off? Do you still believe advantage can be sold or IPO’ed? What is your timeframe and hopeful price?  Therapure Biopharma o Catalyst tried to take Therapure public in 2015 and early 2016 but the effort failed because investors did not agree with Catalyst’s view of Therapure’s value, between C$800 million and C$945 million Is this an accurate characterization of what happened? If not, why did the IPO fail? o Therapure recently sold its contract manufacturing business for $US290 million, giving investors in fund II a proportional payout. Is that accurate? Have investors been paid out already? o The $290M sale price was less than half of the $660 million that Catalyst valued Therapure at before the sale. Is that accurate? Did the sale meet catalyst’s expectations for value? Was a complete sale or IPO considered? If so why did they not proceed? o According to observers, the value of Therapure’s remaining units, a plasma product and drug discovery platform, is likely worth $100 million or less as it is apparently not generating profit or sales. Is this an accurate representation? What do you believe the rest of the Therapure business is worth? Is it profitable? What are your revenue and profit estimates? What are plans for the remainder of the business?  Callidus Capital o Catalyst took Callidus public in April 2014, raising aggregate gross proceeds of C$252 million at C$14 a share. Is this accurate? Besides Callidus, has Catalyst taken any other companies public? If so, can you provide them? o Catalyst has discussed taking Callidus private again since 2016, believing a fair price would be C$18 to C$22 a share. Callidus said in October 2016 that Goldman Sachs was hired to assist in the sale process that would be completed by June 2017. What is the status of the sale process? Is Goldman still working on the deal? What is your current target price? What is Catalyst’s current valuation of Callidus in each of its PE funds? o The Catalyst – Callidus loan guarantee arrangement has been criticized by some Callidus investors for not being transparent about which loans are covered by the guarantee and the potential for conflicts of interest What is your response to these critiques? How does the guarantee benefit Catalyst fund clients? On what loans has the guarantee been exercised? 860  Bluberi Gaming Technologies o Callidus values Bluberi at about C$110 million Is this still accurate? If not what is a more up to date figure? o The C$110 million valuation figure is based on the concept of “yield enhancements.” The implication is that Bluberi would be worth zero under normal IFRS rules Do you take issue with this characterization? What is the rationale for using yield enhancements? o That Bluberi valuation is mostly based on an agreement with Gateway Casinos to supply it with 7,000 slot machines. Do you take issue with Gateway being the company described as behind the slot machine order? If so, who is it? o Given Bluberi’s small size and the potential regulatory approvals required, what gives you confidence that it can handle the new business? When do you believe the Gateway casinos will need the machines and when will they be completed? o An expert said that Callidus is using a related party transaction that will unlikely transpire to prop up the value of Bluberi. The person noted that Bluberi has no track record of being able to handle such a large order and even if it does, there could be hurdles related to the contract, regulators and suppliers. Do you take issue with this characterization? Is there someone else we could speak with to give us another point of view?

GENERAL POINTS ON VALUATION  Many of Catalyst assets have faced long sale delays or have yielded disappointing results when they have been sold. Is that a fair portrayal of the Catalyst fund portfolios? If not, what data or examples would you suggest to show a history of successfully monetizing major investments?  Investments in fund II were meant to have matured in 2014 after raising $635 million in 2005. But Catalyst has three times extended the deadline by which they had to sell all the assets in the fund, and Catalyst recently asked permission from investors for a fourth extension. Is this accurate? What were the reasons for the delays? Did LPs approve the extension? When do you expect the fund will be fully monetized and distributed to clients? o Fund II clients have only received about 57 percent of their investments back as of March. Is this accurate? Is there a more up to date percentage?  Can you provide full gross and net IRR, multiple of cost, TVPI and RVPI data for all 5 Catalyst funds? How do those numbers compare to PE industry peers?  An expert believes that a pattern of avoiding write-downs or delaying sales is a red flag, something the person sees with Catalyst. Do you take issue with that assessment? Why might they be mistaken? What is a better analysis?  Catalyst’s third and fourth funds have between 70 percent and 80 percent of their estimated value “unrealized” -- around US$1.42 billion and US$1.36 billion at year-end 2016, respectively. Is this accurate? If not, what are more up to date numbers?  Funds III, IV and V are due to mature in December 2019, June 2022 and March 2025, respectively. Is this still accurate? Are they on track to be monetized on time? Do you anticipate extensions being made to those funds?  Catalyst now has approximately US$465 million of the unrealized value across two funds from uncertain litigation claims Is this still accurate? If not, what do you believe the claims are worth today?  Catalyst sued West Face and others in 2016 for C$750 million after it lost out in a bidding process to buy Wind Mobile from VimpelCom. Catalyst claimed it had an exclusivity agreement with VimpelCom on the Wind opportunity and that West Face and others had engaged in improper conduct to win the deal. Catalyst said the claim is worth US$446.9 million as of December 31, 2016 Is this an accurate description of what happened and the amount claimed? What does Catalyst still believe it could recover and when?  Catalyst provides alternate return calculations for investors without the litigation claims. Clients of fund III, for example, see their net annual returns as of December 31, 2016 fall from 11.7 percent to 8.9 percent. Are these numbers still accurate? If not, what are better numbers to use? Why do you break out these numbers for investors?  Callidus has said it takes comfort in its valuations because it uses an unusual two-step external valuation process by both its auditors, KPMG, and another party. Is this accurate? Who is the other party who values assets? Generally what is your approach to valuation and resolving estimates that are off?  An expert said there appears to be a pattern of valuing positions like Gateway, Therapure and Advantage in an “extremely aggressive manner” and that inflated valuations can unfairly increase the management fees paid to Catalyst What is your response to this characterization? Have you ever heard complaints about your valuation policies?  In a May shareholder report, Callidus said it would give greater prominence to calculations based on international financial reporting standards in its public disclosures after a review by the Ontario Securities Commission. Is this an accurate reflection of changes? What is the status of the OSC review? Is there comment on its merits?  Two investors expressed concern about the firm’s valuations and pace of monetizations Are you aware of complaints by investors? What is your understanding of client sentiment about the pace of monetizations and valuations? Are there other investors we could speak with to get a full understanding of how they feel? BACKGROUND ON FIRM/NEWTON GLASSMAN 861  Catalyst has about C$6 billion in total assets under management and is Canada’s third largest PE fund firm Is there a more recent AUM figure to use?  Catalyst fund investors include university endowments for Harvard, McGill and Toronto, public pension funds in Montana, New Jersey and Ontario, and major foundations such as Rockefeller Are all these still current LPs? Are they a representative grouping? If not, what would you suggest? What percent have invested in multiple Catalyst funds?  Catalyst is a “loan to own” firm: it seeks acquire the collateral-backed bonds of a distressed company, take the business over in the case of a default, and then sell them at a profit after improving operations. Is this a fair summary of Catalyst’s strategy? If not, what is?  Glassman has said he’s a billionaire. Is this accurate? What is Glassman’s net worth?  Glassman is 53 years old What is his birthday?  Glassman uses at least one helicopter and uses it to travel between a mansion in Toronto and a cottage in Muskoka Is this accurate? Who owns the helicopter? Is it leased from Catalyst? At what price, $2? Does Glassman have other homes? If so where?  Glassman frequently vacations in the Bahamas at the “Albany” resort Do you take issue with this? Does Glassman own a residence at the Albany?  Glassman was previously an MD at Cerberus Capital Management, where he focused on Canadian distressed PE investments Is this accurate? Did Cerberus ever take issue with how Glassman represented his Cerberus track record in marketing the launch of Catalyst?  Glassman founded Catalyst in 2002 and was also briefly affiliated with FrontPoint Partners LLC but the partnership ended when Glassman clashed with management over pay Is this accurate? If not, why did Glassman/Catalyst leave FrontPoint?  Glassman has a history of being litigious, which is intimidating to some today Do you take issue with this characterization? Do they not understand what’s usual in the distressed world?  Glassman successfully sued his father to force child support payments as a college student Do you have comment on this situation?

CURRENT LITIGATION/REGULATORY ISSUES  Catalyst and Callidus have been accused by at least three whistleblowers of overvaluing their assets in addition to defrauding those that borrow from them. Are you aware of these whistleblower complaints and their contents? Is there a basis for them?  Toronto police and investigators from the Ontario Securities Commission’s Joint Serious Offences Team have gathered information related to those complaints. Are you aware of this information gathering? What does it concern? Is there a basis for it?  Catalyst recently filed a $450 million lawsuit in Ontario Superior Court against a “wolfpack” of more than a dozen individuals and firms, including West Face, for conspiring to damage and profit off of Callidus stock. A parallel $300 million defamation suit was also filed against Dow Jones and Co. and two WSJ reporters. Do you care to elaborate on why these suits were filed? Why do you believe they will be successful?  West Face filed a motion to block the investigative work of Black Cube, which it believes was hired by Catalyst/Callidus and used undercover operatives in an attempt to gather damaging information from its employees. Did Catalyst, Callidus or Glassman hire Black Cube? If not, who did? Who directed their work? Do you support their tactics?  Former judge Frank Newbould was recently targeted by an undercover Black Cube operative, according to the National Post. Do you take issue with this news report? Did you direct Black Cube to gather damaging information on Newbould? Do you condone such tactics?  Various websites and videos decrying “wolfpack corruption” in Canada have gone online in recent months. Who paid for and created these websites? Did you? What was the objective of them?  Catalyst and Glassman recently hired Canadian criminal defense attorney Brian Greenspan. What was the reason for the hire? Why did other attorney’s recently quit work for Catalyst? Was it related to Black Cube?

If there are other points you’d like to make, please don’t hesitate to do so. Thank you in advance for your prompt attention.

Best,

Lawrence

Lawrence Delevingne Reporter | Reuters +1 646.223.5362 | @ldelevingne [email protected] 862 863

This is Exhibit "33" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner To: 'Caroline Simson'[[email protected]] From: Dan Gagnier[[email protected]] Sent: Mon 12/4/2017 6:27:17 PM (UTC) 864 Subject: RE: Black Cube Letter-of-Brian-Greenspan-to-Matthew-Milne-Smith-added-at-the-request-of-Mr-Greenspan-–-29-November-2017.pdf

Hi Caroline – the attached letter may help here. As well as this release: http://www.businesswire.com/news/home/20160913006750/en/Catalyst-Capital-Group-Issues-Notice-Appeal-Relation From: Caroline Simson [mailto:[email protected]] Sent: Monday, December 04, 2017 12:12 PM To: Dan Gagnier Subject: Black Cube Hello, This is Caroline Simson with the legal newswire Law360 in New York; I hope you're well. I read a few reports (one of them is here) this morning indicating that your company has withdrawn plans to introduce information collected by Black Cube in a court appearance late last week, after it was discovered that Black Cube used an undercover employee to secretly record former judge and current arbitrator Frank Newbould. Is there anyone at the company who would be able to discuss this with me, and the nature of the underlying case? If so, I would appreciate if you could let me know as soon as possible. We would like to do a story today (Dec. 4). Best, Caroline -- Caroline Simson Senior Reporter, International Arbitration

111 West 19th Street 5th Floor New York, NY 10011 Direct line: (646) 783-7198 865 866 867 868

This is Exhibit "34" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner Bcc: [email protected] To: Stefanie Wright[[email protected]] Cc: Jim Riley[[email protected]]; Newton Glassman[[email protected]] 869 From: Dan Gagnier[[email protected]] Sent: Thur 12/7/2017 8:45:32 PM (UTC) Subject: RE: Newton shooting

Stefanie – after discussing with Newton, please let Ori know that this shoot will be rescheduled for an appropriate time in the future. We will let them know when that date is.

Many thanks,

Dan

From: Stefanie Wright [mailto:[email protected]] Sent: Thursday, December 07, 2017 2:35 PM To: Dan Gagnier Subject: FW: Newton shooting

Here you go! They are from Tamara Also attached is the letter they suggested we fill out for border security.

From: ori amir [mailto:[email protected]] Sent: Wednesday, December 6, 2017 1:50 PM To: Stefanie Wright Subject: Newton shooting

Dear Steph,

In continuation of our call I have written out the following points that need to be attended to in order to guarantee the success of next week’s shoot.

1) The American film crew requires a short letter from Catalyst inviting them to shoot in their offices. This is for presenting to Canadian border security if requested.

2) Can the client provide additional time for shooting on Tuesday if needed?

3) I have attached a short shooting schedule for your review.

4) It is important that the following be done in the office in advance of the shooting:

a. Staff should be notified that the shoot will take place on the 12th in the office.

b. Staff members should be chosen in advance by your office to be available for shooting. They will be filmed doing regular day-to-day tasks, such as sitting with Newton or working at their computers.

c. Newton should be prepared to give his full attention to us for the hour he has set aside for the shoot.

d. Can you please confirm in advance with the building staff themselves that we can shoot in the lobby? We understand that it is a very impressive entrance.

e. Can one or two employees or managers be interviewed briefly as well?

f. We will need access to Newton's office 30 min before we shoot with him in order to set up.

g. Would it be possible to organize a "fake" board meeting for 10 or 15 minutes to shoot for the video? Shoot schedule 870 December 12th:

1) 9:30-10:00: shoot outside offices

2) 10:00-10:30: prep for shoot in office

3) 10:30-12:00: Shoot B-roll in office

4) 12:00-12:30: Prep for shoot in clients office

5) 12:30-13:30: Shoot client in office

6) 13:30-14:30: Lunch

7) 14:30+: Additional shooting in office if needed

8) 16:00: visit hospital to scout location meet with PR rep.

December 13th:

1) 13:00-14:00: Shoot outside hospital

2) 14:00-14:30: prep for shoot with hospital staff

3) 14:30-15:30: shooting and interview hospital staff

4) 15:30-16:30: lunch

5) 16:30-17:00: Shoot additional B-roll in hospital

6) 17:00-17:30: Prep for shoot with client

7) 17:30 -18:30: Shoot client in hospital

8) 18:30+: additional footage as needed+ shots of bay street.

best, ori

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. 871

This is Exhibit "35" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

To: Dan Gagnier[[email protected]] From: BRUCE LIVESEY[[email protected]] Sent: Fri 2/23/2018 4:26:27 PM (UTC) 872 Subject: Re: From Bruce Livesey - re: Catalyst/Calidus Hi Dan,

I am writing a story for the Southern Investigative Reporting Foundation (SIRF) about Catalyst/Callidus and Newton Glassman. SIRF is run by a journalist, Roddy Boyd, who you may have heard of. Their website is here: http://sirf-online.org/

The story is examining what has been happening at Catalyst and Callidus in respect to concerns about loan losses, valuations and the way it approaches its business affairs. (Unlike the piece I wrote for Canadian Business, and later moved to the Globe & Mail, this story is not about the battle between Catalyst and West Face).

I am formally asking if Glassman would agree to do an interview with me.

Failing that, I can forward you a list of questions.

Mr. Boyd can be reached at [email protected] or at 917-514-3897 should you wish to reach him directly.

Best,

Bruce Livesey 647-341-3989

From: Dan Gagnier To: BRUCE LIVESEY Sent: Friday, February 23, 2018 11:11 AM Subject: RE: From Bruce Livesey - re: Catalyst/Calidus

Hi Bruce – yes. Let me know what you are looking for. Dan

From: BRUCE LIVESEY [mailto:[email protected]] Sent: Friday, February 23, 2018 11:08 AM To: Dan Gagnier Subject: From Bruce Livesey - re: Catalyst/Calidus

Friday, Feb. 23/18

Hi Dan,

Are you still doing media work for Catalyst?

Best,

Bruce Livesey 647-341-3989 873

This is Exhibit "36" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner Bcc: [email protected] To: [email protected][[email protected]] Cc: [email protected][[email protected]] 874 From: Dan Gagnier[[email protected]] Sent: Thur 3/22/2018 5:37:25 PM (UTC) Subject: RE: New request for comment from Catalyst Capital

Thanks Lawrence – we are reviewing the latest details below. Will consider form of response, but per litigation counsel’s discussion with your legal department, it will be as soon as practicable. If any issue, let me know.

Dan

From: [email protected] Sent: Thursday, March 22, 2018 8:04 AM To: Dan Gagnier Cc: [email protected] Subject: New request for comment from Catalyst Capital

Hi Dan,

John Tilak and I have continued to work on our story about Catalyst and Callidus along the same lines as previously discussed and noted in our Dec. 1 and Feb. 22 emails. In short, it focuses on Catalyst’s record of valuing and monetizing major assets. The thrust of the story is that Catalyst has had difficulty monetizing major assets at its own valuations, with potential implications for the returns limited partners can expect on their investments.

We are once again seeking on-the-record responses and comment.

We always strive to be as fair and accurate, and to that end, we would like to get Catalyst’s and Newton Glassman’s perspectives, in addition to what attorney David Moore has already provided. We would like to interview Mr. Glassman or another senior Catalyst executive with deep knowledge of the business. If Mr. Glassman or Catalyst would prefer to respond in writing, I have again included our reporting below, along with related questions in italics. We are wrapping up our reporting and would appreciate a response by 2:00pm ET today, March 22.

PAST INVESTMENTS AND MONETIZATIONS

• Catalyst Fund I started investing in 2003. Within several years it scored big wins through private sales of companies like Cable Satisfaction International; AT&T Canada, later known as Allstream; and Royal Group Technologies.

○ Is this a fair characterization? What else would you point to about Catalyst’s early success?

• The US$185 million fund ended up producing an average annual return of 32 percent over its lifespan, according to client reports. ○ What made Fund I so successful? • The success of Fund I helped drive billions of dollars to Catalyst over four additional funds raised between 2006 and 2015. ○ What should we know about why Catalyst has been attractive to investors? • Mr. Moore said that Catalyst has sold 23 assets in its history, 13 of them “in accord with applicable valuations.” ○ We would like to better understand this point. Can you provide a more detailed breakdown of all sales by Catalyst, including date, sale dollar amount, IPO or private, multiple on cash invested? Can you also provide a cumulative average net IRR for all LPs? Is there any other information you would like to provide on Catalyst’s record of asset sales? • Catalyst lists 17 completed sales on its website. Of them, most were substantially realized in 2010 or earlier and often for US$50 million or less. Nine of the sales were for Fund I. ○ Is this an accurate assessment of those monetizations? Is there any other information you would like to provide on them? • Last year, Catalyst sold its majority stake in European commercial real estate company Geneba Properties NV. With dividends, the sale brought a total return to Catalyst Funds III and IV of US$453 million, a 50 percent gain on cash invested, according to a recent letter to clients. ○ Are there other recent, large successful sales we should be aware of? 875 • Catalyst has yet to successfully wind up any of its 8 or 10 year funds besides Fund I. Fund II was supposed to mature in April 2014 after starting to invest in 2006, but Catalyst has extended the deadline at least three times. Fund V, meanwhile, has returned hundreds of millions of dollars to investors already since 2015. ○ Is Catalyst confident it can profitably wind down its funds on time? When is the estimated liquidation of Fund II? What multiple/IRR is expected on Funds II-V? Can you help us understand context for the pace of asset sales over the various funds? • Catalyst took Callidus public in April 2014, raising C$252 million while still keeping big positions in the company for its four current funds. ○ How much of Callidus does each fund hold today? What are the stakes worth? What percentage are they of assets? What was the rationale for having Callidus be a core holding across funds? • Catalyst funds provide guarantees for some of Callidus’ risky loans to distressed businesses. Those guarantees mean that investors in Catalyst funds can end up holding with Callidus investments gone bad, such as Xchange Technology Group, which went bankrupt ○ What is the rationale behind the Catalyst guarantee? How does it benefit both Catalyst and Callidus? How many assets has it been used on? • Catalyst has said it would like to find a buyer to take Callidus private again, suggesting in a press release last year a price of C$18 to C$22 a share. Callidus said in October 2016 that it had hired Goldman, Sachs & Co to handle a sale process that would be completed by June 2017. No buyer has emerged. ○ What is the status of the sale process? Is Goldman still working on the deal? What is your current target price? What is Catalyst’s current valuation of Callidus in each of its PE funds? Are you still attempting to sell to a third party? How much interest have you seen? When do you expect to announce a sale? Is there comment on the current stock price?

CURRENT PORTFOLIO VALUATIONS

GATEWAY • Catalyst took control of Gateway Casinos in 2010. At the end of 2011, Catalyst told investors in a report that it already had more than doubled their money and that its majority stake was worth US$475 million, an implied equity value of the company as a whole of US$699 million

○ What drove the increase in valuation at the time? What were the assumptions made?

• Catalyst abandoned an IPO for Gateway in 2012 after investors balked at the firm’s valuation

○ Is this characterization accurate? This comes from sources familiar with the IPO attempt. What is your view on the 2012 IPO attempt?

• After the IPO attempt, Catalyst kept the unrealized value of its stake at nearly US$500 million at the end of the year, according to Catalyst reports sent to clients.

○ What was the rationale for keeping the valuation about the same after the IPO was pulled? Where there things that the market did not understand about the value of the assets?

• Catalyst has told investors in Funds II and III that the unrealized value of its 74 percent Gateway stake was US$793 million as of Sept. 30, 2017. That implies a value of US$1.1 billion for Gateway as a whole.

○ What is the rationale behind the general valuation increases to date? What are Catalyst’s views on Gateway and its past and future growth?

• Catalyst is now expected to imminently file a Gateway IPO that could value the company at as much as US$1.95 billion, according to a Feb. 28 Bloomberg report passed on to Reuters by Mr. Moore.

○ Is this report an accurate reflection of Catalyst’s plans and valuation of Gateway? What inputs and assumptions go into the as much as US$1.95 billion valuation? What has reaction been to potential pricing? What stage is the IPO process at and when will documents be filed? What would the return be for clients if successful? • The Bloomberg article, attributed to anonymous sources, appeared as Reuters was seeking comment from Catalyst on the firm’s valuations of Gateway and other assets. 876

○ Do you know who provided the information to Bloomberg? Does its timing have anything to do with Reuters’ correspondence?

• Under Catalyst’s direction, Gateway has expanded its operations and just restructured its debt. Mr. Moore said in a letter to Reuters that the firm’s work to improve Gateway had been “highly successful.”

○ Is there anything Catalyst would like add on Gateway and its recent growth?

• Gateway operates about two dozen casinos, concentrated in western Canada and Ontario, where last year it began operating a group of new casinos. It plans to invest more than C$300 million by 2020 to improve existing properties and build new ones, according to a February 2018 Gateway investor presentation.

○ Is this an accurate reflection of the state of Gateway and its planned investment in expansion? Why does Catalyst believe Gateway will be successful with the investment?

• Ratings agencies Moody’s and Standard & Poor’s still rate Gateway’s new debt as “junk”

○ Do you agree with this characterization by the agencies? How should the bonds be rated?

• In mid-March, Gateway completed a sale-leaseback of some properties, yielding net proceeds to Catalyst of C$483 million. Catalyst said the transaction and a parallel debt refinancing would reduce Gateway’s debt from C$953 million to C$702 million – or 4.5 times earnings, according to a recent investor presentation.

○ Why do you believe these deals were successful? Is the new 4.5 times leverage figure instant with the completed deals?

• Moody’s estimated in early March that after the sale-leaseback and debt refinancing, Gateway’s debt-to-earnings ratio wouldn’t drop below 5 for 12 to 18 months. Standard & Poor’s said the number would climb to as high as 7.5 through 2018.

○ What might be the reason for the disparity between Moody’s/S&P and Catalyst’s numbers here? What is the rationale for your estimates? What assumptions were made?

• The estimated 4.5x leverage number is line with the typical debt-to-earnings ratio of between 4 and 5 for middle- market companies, based on Thomson Reuters LPC institutional loan data, but above Great Canadian Gaming Corp (ratio of 2 as of Dec. 31, according to a financial filing).

○ Do you believe these are fair comparisons? If not, what would you suggest?

• Moody’s also projects lower profits than Catalyst for Gateway. Moody’s did not elaborate on the full assumptions behind its numbers. A spokeswoman said the ratings agency’s calculations “reflect our conservative view of the earnings potential of the company’s assets.”

○ What might be the reason for the disparity between Moody’s and Catalyst here? What is the rationale for your estimates? What assumptions were made?

ADVANTAGE • Catalyst started investing in Advantage Rent A Car with a US$22.2 million bet in 2013. The total investment stood at US$310.5 million as of September 30, 2017, according to client reports. ○ Is there a more recent investment number to use? • As Catalyst’s exposure to Advantage through Funds III and IV has risen, so has its valuation of the company – even as larger rental car businesses have come under pressure from increased competition and the rise of ride- sharing outfits like Uber. ○ What is the rationale for the valuation increase? How has Advantage been able to fare better than others in the car rental industry? 877 • Catalyst has long promised dramatic improvements at Advantage that would lead to a successful sale. In a 2014 letter to investors, it projected that within two or three years, earnings would top US$100 million. For 2015, Advantage had a loss of US$31 million, according to an April 2017 presentation to Catalyst clients. A more recent investor letter put projected 2018 earnings at about US$20 million. ○ What caused the projections to be off? Have interested parties emerged and what is the potential sale price? Do you expect to sell at premium to your own valuation? • Advantage has less than 1 percent of the U.S. market and was expected to generate revenue of US$327.7 million in 2017, according to market research firm IBISWorld. That puts Catalyst’s valuation of US$542.9 million as of Sept. 30, contained in a recent letter to investors, at 1.7 times revenue. Hertz and Avis trade at less than half their 2017 revenue of US$8.8 billion each. ○ Do you agree with IBIS’ estimates? If not, why? What are better numbers to use?

THERAPURE • Catalyst started investing in Therapure Biopharma in 2006. The commitment totaled US$82 million by the end of 2011. That year, Catalyst valued the Mississauga, Ontario, company at US$202 million. ○ What made Catalyst invest with Therapure? • In early 2016, Catalyst tried to take Therapure public at a valuation of C$867 million, according to a Reuters analysis of the offering documents. The same documents show that Therapure had operating losses in 2012, 2013 and 2014. ○ Do you agree with this calculation and characterization? What was the rationale for an IPO at the time and related valuation? • The effort failed in part because Catalyst’s valuation was too high for most investors and in part because of difficult market conditions ○ This is according to two people with direct knowledge of the IPO process. Do you agree with that characterization? If not, why? • In September 2017, Catalyst announced it had agreed to sell Therapure’s contract manufacturing business for US$290 million, which would result in a proportional payout for Fund II investors. The deal has yet to close. ○ What was the rationale for the deal? Is the deal still on track? When will it close? Same terms/price? • That sale price is less than half the US$662 million at which Catalyst valued Therapure at year-end 2016, according to a Catalyst document provided to clients in April 2017. Therapure’s remaining business – plasma- based drug development and protein therapeutics products – probably isn’t worth more than US$100 million. The unsold business is not generating profits. ○ This according to sources with direct knowledge of the company. Do you concur with the assessment of Therapure’s value? What does Catalyst think Therapure is worth now? Are the remaining units profitable? When do you expect to sell the rest of the business and for how much? What might we be missing?

BLUBERI • In May 2017, Callidus said in its first-quarter earnings report that a recent acquisition, Canadian slot-machine maker Bluberi Gaming Technologies, was worth about C$110 million. In footnotes, it said that figure was based on an agreement for Bluberi to supply 7,000 slot machines to a “commonly controlled enterprise.” That appears to be Gateway Casinos, which fits the description in recent Callidus earnings report of a “large diversified gaming company in Canada that is controlled in common with ... Catalyst.” ○ Can you confirm that Gateway is the company behind the slot machine order? If Gateway is not the customer, do you know who is? Can you help us understand the assumptions behind the valuation of Bluberi? • Such an order is large for Bluberi, a small company that recently emerged from bankruptcy. Bluberi has about 1,000 machines in use today, according to a 3Q 2017 ranking by industry consultants Eilers & Krejcik Gaming. The top three companies have nearly 40,000 each. Gateway operates 9,500 slot machines, according to its website. ○ Do you believe Bluberi can handle the new business? When do you believe the Gateway casinos will need the machines and when will they be completed? • An independent expert reviewed Callidus’ Bluberi holding for Reuters and called it “a very aggressive valuation based on a related-party order and some pretty speculative assumptions.” The risks, the person said, include whether Bluberi’s casino clients can get the required regulatory approvals for expansion, and whether Bluberi is able to produce all the machines required (Callidus acknowledged both risks in earnings reports last year) ○ Is this characterization correct? If not, how would you characterize it? What might the person be missing? • Callidus’s now C$113 million Bluberi valuation is based on a potential sale a “yield enhancement,” which is not recognized under International Financial Reporting Standards ○ Why does Callidus use yield enhancements in its accounting? How does it work for Bluberi? How might IFRS undercount the true value of Callidus’ assets? 878 • In a May shareholder report, Callidus said it would give greater prominence to calculations based on IFRS in its public disclosures in response to an Ontario Securities Commission review of its financial reporting. ○ Is this OSC review over? Do you believe it had merit?

LITIGATION CLAIMS • Some of the unrealized value projected for Catalyst clients is projected to come from payouts from litigation whose outcome remains uncertain.

○ Is this a fair characterization?

• In 2016, Catalyst filed two lawsuits against West Face and others after it lost a bidding process to buy Canadian wireless carrier Wind Mobile from VimpelCom. Catalyst claimed that it had an exclusive agreement with VimpelCom to buy Wind Mobile and that West Face and others engaged in improper conduct to win the deal and ultimately sell at a big profit. ○ Is this a fair characterization of the events? • Former Judge Frank Newbould, originally hearing both cases, dismissed one of them, concluding that West Face and others, contrary to Catalyst’s allegations, had not used confidential information from a former Catalyst employee to make its winning bid. In his August 2016 ruling, Mr. Newbould wrote that he had “difficulty accepting as reliable much of the evidence” submitted by Mr. Glassman. He described the financier as “aggressive,” “argumentative” and more of a “salesman than an objective witness.” ○ Do you object to this assessment by the Judge? If so why? • Catalyst appealed Mr. Newbould’s dismissal of the Moyse-focused Wind litigation but the appeal was dismissed on Feb. 21. ○ Do you believe the latest dismissal was misguided? Do you plan another appeal to the Supreme Court? • The second Wind-related lawsuit, seeking C$1.3 billion in damages, is on hold, pending the outcome of Catalyst’s appeal of Mr. Newbould’s dismissal of the Moyse case. ○ Is there an update on the status of this case given the new appeal dismissal? How confident are you in the case today? • In a report to clients, Catalyst told investors that its remaining Wind-related claim was worth US$446.9 million at the end of 2016 and that the firm has “a reasonable likelihood of success at trial.” ○ Is this still accurate? If not, what do you believe the claims are worth today? How likely are they to be paid out? Do you ascribe any value to the Moyse claim? If so, does that factor into returns? • In an April 2017 presentation to investors, Catalyst told clients of Fund III that without the expected litigation payouts, net annual returns as of end-2016 would fall to 8.9 percent from 11.7 percent.

○ Are these numbers still accurate? If not, what are better numbers to use?

GENERAL POINTS ON VALUATION

• Since Catalyst launched Fund II in 2006, its record of double-digit annual returns has been based largely on its own assessments of the unrealized value of distressed companies.

○ Is there other context you wish to provide besides the below information on reviews by KPMG and PWC?

• Catalyst’s proposed valuations were reviewed by outside accountants PricewaterhouseCoopers. They were then separately reviewed by KPMG, Catalyst’s independent auditor, which had issued unqualified audit opinions on Catalyst every year ○ Is there anything else to note on these reviews? • Mr. Moore stressed that money to pay Catalyst management’s compensation comes out of actual asset sales and that “valuations do not in any way affect Catalyst’s compensation.” ○ Is there anything else about compensation and valuations that we should know? • Any harm to clients from valuations is potential versus actual as of now before sales of all assets ○ Is this an accurate characterization? Is there anything else that would help us understand the situation? • At least four of Catalyst’s major assets--Gateway, Therapure, Advantage and Callidus--have been unable to find buyers at the firm’s valuations. That has potentially worrying implications for Catalyst’s four currently active funds and their investors. 879 ○ Is this characterization of monetization of major current assets correct? What else should we know that would provide context? • Those major assets, plus expected payouts from pending litigation, made up US$3.3 billion – or more than two- thirds – of the overall US$4.7 billion of unrealized value across all Catalyst funds at the end of 2016, according to a report the firm sent to clients. ○ Can you provide a more up to date number on realized versus unrealized value for Gateway, Therapure, Advantage and Callidus, plus litigation claims? Are you optimistic about the ability to sell those assets at a strong return for clients? • The contrast between the picture Catalyst paints of its fund assets in communications with clients and how those assets perform when a sale is attempted shows that investors may not be able to count on the returns they expect. ○ Do you take issue with this characterization? Do you believe investors will get the returns they expect? • Catalyst could repeat its early success with its current funds by managing to sell a handful of major assets at big gains. ○ What assets are you most excited about? What could they be sold for and with what implication for client IRRs? • With Fund II already past due, Funds III and IV are to mature in December 2019 and June 2022, respectively. Most of the value of these funds – about US$1.42 billion for Fund III and US$1.36 billion for Fund IV – is unrealized, according to an April 2017 client report. That’s more than 60 percent of the total value of each ○ Is that an accurate portrayal? Are there more recent figures you can provide? • Performance Data from Preqin and Catalyst materials:

DPI (%) Net multiple (X) IRR (%)

Catalyst Fund V 38.5 1.24 131.0

Catalyst Fund IV 51.9 1.38 24.5

Catalyst Fund III 34.5 1.35 11.7

Catalyst Fund II 41.7 2.15 12.5

Catalyst Fund I 173.8 1.74 21.2

NOTES: IRR numbers for Fund II, III, IV, V are as of 12/31/2016. Multiple numbers as of 6/30/17 (funds III, IV, V); 12/31/16 (fund II); and 9/30/17 (fund I). DPI numbers are as of 6/30/2017 (Fund III, IV, V); 12/31/2016 (Fund II); 9/30/2017 (Fund I). ○ Please let us know if you care to provide updates or if you believe the information is inaccurate. • Data from Cambridge Associates and Preqin show that three of Catalyst’s four active funds lag behind similarly aged funds in paying proceeds from asset sales to investors. ○ Is that an accurate portrayal? Are there other benchmarks we should consider? • In general, private equity holdings can be difficult to value because they often lack ready markets to test their worth. Even when reviewed by third parties, a fund manager’s valuations are nonetheless open to interpretation. ○ Do you agree with this general assessment of the private equity industry? What else should we know about how valuations and sales work? • An investment professional reviewed Catalyst’s valuation of Gateway and called it “extremely aggressive.” The person also said of Gateway and other assets: “I wouldn’t invest a penny with any manager that employs these types of valuations.” ○ What is your response to this characterization and opinion? • Private equity experts said that, in general, a pattern of delayed sales can indicate valuations that are too high. ○ What is your response to this characterization and opinion? • A private equity expert said Catalyst’s expected return on the Wind litigation was “extraordinarily” high, given that one of the cases was dismissed and that money that would have been used to buy the Wind assets were presumably deployed elsewhere. ○ What is your response to this characterization and opinion? BACKGROUND ON FIRM/MR. GLASSMAN 880 • Mr. Glassman established Catalyst in 2002 after sharpening his skills at Cerberus Capital Management ○ What was Mr. Glassman’s vision for Catalyst at launch? What did he learn at Cerberus? • Catalyst follows a “loan-to-own” strategy, acquiring the discounted debt of troubled companies, mostly in Canada and the United States, taking over the business in the case of a default, and then selling at a profit after improving operations.

○ How would you describe Catalyst’s strategy?

• Catalyst is Canada’s third-largest private equity firm, with about C$6 billion (US$4.6 billion) in assets under management, according to Preqin. ○ Is there a more recent firm AUM number you can provide? What date is the C$6B as of? Do you take issue with the Preqin ranking? • Catalyst investors include endowments for the University of Michigan, McGill University and the University of Toronto, public-employee pension funds in Montana and New Jersey, and major philanthropies such as the Rockefeller Foundation. ○ Are there other clients we should know about? Are there some we should speak for perspective on Catalyst? • Some Catalyst LPs said they feared getting on the wrong side of, or being sued by, Mr. Glassman, who alone or with Catalyst and Callidus has launched dozens of lawsuits in his career, including successfully suing his father to force child support payments when Mr. Glassman was in college, according to Ontario court records. ○ Do you take issue with this characterization by LPs? Why might they be mistaken? Why have so many lawsuits been launched? • Mr. Glassman is in his mid-50s ○ Can you provide Mr. Glassman’s birthday and precise age?

CURRENT LITIGATION/REGULATORY ISSUES

• Gateway and some other major Catalyst fund holdings examined are among the Catalyst fund assets alleged to have been overvalued in two whistleblower complaints submitted in the past 18 months to the Ontario Securities Commission. ○ This is according to documents seen by Reuters and people familiar with the submissions. Are you aware of any of these whistleblower complaints and their contents? Do you believe they have any merit? If not, why? • Mr. Newbould was targeted by an undercover agent last autumn in a sting orchestrated by Israeli investigative firm Black Cube on behalf of Catalyst, according to West Face’s court submissions in the “wolfpack” litigation. The sting, West Face alleges, was designed to discredit Newbould and his dismissal of one of the Wind-related lawsuits. ○ Did Catalyst, Callidus or Mr. Glassman hire Black Cube? Who directed their work? Do you support their tactics? What is your response to the allegations by West Face? Are they accurate?

If there are other points you’d like to make, please don’t hesitate to do so. Thank you in advance for your prompt attention.

Best,

Lawrence

Lawrence Delevingne Reporter | Reuters +1 646.223.5362 | @ldelevingne [email protected] 881

This is Exhibit "37" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 882

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This is Exhibit "38" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner Haystack Reputation 893

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https://www.haystackreputation.com/process[10/30/2020 4:51:50 PM] Services — Haystack Reputation 897

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https://www.haystackreputation.com/services[10/30/2020 4:52:10 PM] Services — Haystack Reputation 898 • Collective Authority Assessment

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Haystack Reputation monitors developments in results and profiles throughout the campaign process, and continuously updates on progress and circumstances.

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https://www.haystackreputation.com/services[10/30/2020 4:52:10 PM] Services — Haystack Reputation 899

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The creation of favorable assets is a critical component of our campaigns. New assets allow for high levels of content control and strong relevancy due to recency. Additional assets provide missing components to fill out online profiles.

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We optimize and promote existing assets to enhance digital 900 reputations. We refine personal websites and profiles so that they are more easily understood by search engines. This allows search engines’ crawlers to decipher assets’ content more readily and increases assets’ likelihood to rank well.

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For best results, we combine our optimization of digital reputations with content marketing, a strategy of creating and distributing marketable content to attract and retain a specific audience. We partner with the team at Haystack Digital to create premium content.

Content marketing consists largely of three stages– protective, proactive, and aggressive. Digital reputation management is the first of these three steps. By developing brand and identity beyond protective measures, products and services are instantly qualified with credibility and value. A successful content marketing campaign prolifically increases reach and engagement.

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https://www.haystackreputation.com/services[10/30/2020 4:52:10 PM] Leadership — Haystack Reputation 902

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This is Exhibit "39" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner Due Diligence Consulting LLC – Due Diligence Consulting conducts investment research, executive background checks and private investigations for hedge funds, ... 907

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This is Exhibit "40" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 920

From: Marc Cohodes Subject: Introduction To: Snowdy Derrick , Spears Adam

You guys should meet ASAP.. I think you are both Best of Breed and need to meet.. MCC 921

This is Exhibit "41" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

922

From: Marc Cohodes Subject: Spears/Anson To: Snowdy Derrick

He can be an Excellent customer of yours...It's Bobby who lost his house 923

This is Exhibit "42" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 924 925

This is Exhibit "43" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 926

From: Marc Cohodes Sent: Fri, 7 Jul 2017 05:50:03 -0600 Subject: Eif To: Langstaff Bruce , Spears Adam , Snowdy Derrick , Fraser P 927 928

Update coming shortly 929 930 931 932 933 934 935

This is Exhibit "44" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 936 Message From: Newton Glassman [[email protected]] Sent: 4/16/2018 2:55:18 PM To: Subject: RE: Southern Investigative Reporting Foundation

Hey,jeff. I appreciate the note far more than u can imagine. Yes, we saw this blurb as well as the "biog.'from Bruce Livesy. Did u know "southern investigative reporting foundation's" largest donor is mark cohodes; that the top 5 donors appear to all be short selling players? In turn, we have sworn testimony from arms-length third parties that Bruce Livesy told them pt blank that he was being pd by west face.

Would love to catch up. If u give me 2-3 different dates/times, I am sure we can make one work.

Hope all is well and thanks again.

N.,

Newton G. Z. Glassman Managing Partner Catalyst Capital Group Inc. 181 Bay Street Bay Wellington Tower Brookfield Place Suite 4700, P.O. Box 792 Toronto, Ontario M5J 2T3

Phone: (416)945-3030 Fax: (416)945-3060 E-mail: nglassmanAcatcapital com

From: Sent: Monday, April 16, 2018 12:26 PM To: Newton Glassman Subject: FW: Southern Investigative Reporting Foundation

Newton:

Presumably you are already aware of everything my partner is referring to in the email below but I thought I would pass this along just in case there was any new information for you.

I also wanted you to know that I am personally very sympathetic to all the issues that you have been facing of late. When you have some time, I would welcome the opportunity to get together to catch up.

Best regards,

CAT_C_00000930 937

From: Sent: April-15-18 5:22 PM To:. Cc: Subject: Southern Investigative Reporting Foundation

Last week, SIRF put out a couple pieces on Glassman. Interesting in that they have done good work in the past re Valeant. But in this case, they are attacking Newton. They might be trying to spook investors in Catalyst but I suspect they are just interested in slinging some mud. http:jJ rfonne.org/

The following appeared in a blog put out by Gary Weiss, an investigative journalist and author:

On December 21, 2017, Roddy Boyd, CEO of the Southern Investigative Reporting Foundation, received a call from Marc Cohodes. He wanted to make a donation consisting of 5,000 shares of Overstock.com.

It was a welcome call. SIRF needed the money. Roddy had not taken any salary for the preceding month, and he had borrowed against his house. The donation was unsolicited.

After hurriedly consulting with his board of directors and his lawyer, Roddy accepted the gift. The shares were sold on the open market the following day as soon as they were acquired at a sale price of $65.32 a share, with proceeds coming to $326,600 minus fees and a commission of about $2,000, leaving a net of $324,400. Cohodes had already given SIRF $15,000, and the share donation brought the total given to SIRF to $339,693, more than twice SIRFs expenditures in 2016, when it was running at a deficit. 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_C_00000930 938

This is Exhibit "45" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 939 Canadian Private-Equity Giant Catalyst Accused of Fraud by Whistleblowers

wsj.com/articles/canadian-private-equity-giant-accused-by-whistleblowers-of-fraud-1502307145

8/9/2017

A unit of the Toronto Police Service has begun its own inquiries into Catalyst. Photo: ZUMAPRESS.com

By Aug. 9, 2017 3:32 p.m. ET

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.

1/4 940 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.

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

2/4 people and documents. 941

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.

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. 3/4 942 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.

4/4 943

This is Exhibit "46" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 944 Message From: Vincent Hanna [[email protected]] Sent: 8/11/2017 4:55:15 PM To: nglassman [[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:

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.

CAT_LANG00000001_0001 945

This is Exhibit "47" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 946

Dear Catalyst Fund Limited Partnership II and II-PP (the "Fund" or "Fund II and II-PP") fuvestor:

Catalyst continues to be excited about the existing Canadian distressed opportunity set and believes all of the work undertaken on behalf of its LPs will be rewarded handsomely.

As a brief update on the West Face and Wind litigation, new facts helpful to the case have been discovered. These relate not only to their stand-alone behavior but also to possible interference and market manipulation involving West Face and others in Callidus.

We are very concerned about materials from the Funds (Quarterly Letters and Annual General Meeting presentations) appearing in social media / other public media sources and becoming manipulated against the interests of the LPs. This is now more relevant as we are trying to monetize the investments in the Fund. Therefore, we are reminding LPs to remember their confidentiality obligations as part of the LP Agreements (please refer to the confidentiality provision on the following page).

Please feel free to contact the undersigned with any questions you may have, and thank you, once again, for your continued support. We remain committed to the Guiding Principles attached hereto as our commitment to you, our investors.

Newton Glassman

The following is the 2Q 2017 Quarterly Letter.

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The materials included in this document are prepared for Catalyst's Limited Partners only and are subject to confidentiality as per the Limited Partnership Agreement.

By opening / reading this document, or by otherwise receiving this document, you understand, acknowledge, and agree to be bound by the confidentiality provision of the Limited Partnership Agreement. You also represent that the confidentiality provision has, and will continue to be, respected by you and your institution.

Confidentiality Provision

The following confidentiality provision is from Article 18 of the Amended and Restated Limited Partnership Agreement dated as of April 21, 2006 as amended by the limited partnership amending agreement dated as of August 21, 2006 and the limited partnership amending agreement dated as of October 27, 2006. The capitalized terms contained in the confidentiality provision have meanings set forth in the limited partnership agreement.

18.1 (c) Confidential Information. The General Partner and Catalyst Capital Group hereby agree and each Limited Partner hereby agrees that neither it nor any of its representatives or Affiliates shall at any time disclose any Confidential Information to any Person nor use the same for any purpose other than the purposes ofthe Partnership or its investment therein, nor disclose or use for any purpose other than those of the Partnership, the private affairs of the Partnership or its investment therein or any other information relating to the business, operations or affairs ofthe Partnership which it may acquire hereunder or pursuant to this Agreement or any other agreement entered into pursuant to or in contemplation of this Agreement; provided that such restriction shall not apply to (i) information that is or becomes generally available to the public other than as a result ofany disclosure made by a Person in violation ofthis Section, (ii) information already in a party's possession without restriction on disclosure, (iii) information that comes into a party's possession from a third party without restriction on disclosure, other than in violation of any agreement of which the recipient party is aware, or (iv) information that is required to be disclosed by law or by any, court, governmental or regulatory authority or securities exchange, provided that the disclosing party should use all reasonable efforts to notify the other parties ofsuch requirement as soon as it becomes known to such disclosing party and to seek, in cooperation with such other parties, an appropriate protective order to avoid such disclosure.

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Below, please find an updated table regarding outstanding Fund commitments.

- - - - - Fund II t Fund U-PP 1 3Q2017 2017 Total ($ in Millions) 4Q - Therapure ...... (200.0) (200.0) NMRC ...... (6.0) (6.0) Sonar 2 ...... (124.3) (124.3) Gateway ...... (400.0) (400.0) Callidus ...... -- Expenses 0.2 0.1 0.3 Management Fees 3.1 1.9 5.0 Total 3.3 (728.3) (725.0) . . 1 Ongmal Fund II term was 7 years endmg on June 30, 2013. Two additional. . one-year extensions were available and both extensions were executed. Additional extension executed extending term to November 30, 2017. Investment period ended June 30, 2011. 2 Indicative of full enterprise value. It is likely that full consideration could include various types of earn-outs. Note: Table reflects net realizations and expenses expected in 2017 and not the full value of investments. Assumes accelerated regulatory approval on Therapure's sale of its contract development and manufacturing organization and Gateway's monetization through an M&A process.

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Portfolio Review Existing Positions:

Therapure Biopharma Inc. ("Therapure") Prepared by: Gabriel de Alba

(All figures below in thousands of US. dollars as ofJune 30, 2017)

Capital Invested: Prior Capital Invested: $151,189 Additional Capital Invested: $10 Total Current Capital Invested: $151,199 Realized Proceeds to Date: $22,146 Unrealized Value: $662,227 Total Value: $684,373 Gross IRR: 25.8% Multiple on Cash Invested: 4.5x

Securities Held: 97% of Therapure Equity Original Securities Purchased: Senior Secured Bank Debt Original Investment Date: November 2007

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Therapure ( continued)

New Developments this Quarter

• Catalyst is focused on monetizing its investment in Therapure and is actively pursuing a strategic sale of the contract development and manufacturing organization ("CDMO") business and an initial public offering ("IPO") or strategic sale of the Proprietary Products business • The M&A process for the CDMO business continued to move forward successfully during Q2 / 2017; Catalyst, Therapure, and Wells Fargo Securities, acting as advisor, have successfully negotiated to increase the value of the initial offers received and continue to work towards signing an agreement • In relationship to the IPO of the Proprietary Products business, Therapure received positive feedback during preliminary investor meetings organized with Jefferies, acting as lead IPO underwriter, in June o Collectively, investors noted the low regulatory risk and established plasma proteins market as being attractive from an investment standpoint o Preparing to submit F-1 to the U.S. Securities and Exchange Commission and drafting IPO marketing materials as "stalking horse" for potential outright sale • The business is performing above expectations; below, please find a brief overview of operational developments during Q2 / 2017: CDMOUpdate o Manufactured a combined total of9 cGMP batches for core clients Alexion (3), DVC (1), and LFB-lA (5) • Signed approximately C$1. 7MM of new business by means of change orders fromDVC o Manufactured 3 process validation cGMP batches for Insmed, in addition to initiating process optimization project o Signed new business with new client KVR (C$1.0MM) and existing client Formation (C$1.6MM); submitted 15 new proposals to prospective clients and projects o Completed cell line selection and testing for Kahr, column optimization for Pharming Proprietary Products Update o Completed PlasmaCap response to Food and Drug Administration ("FDA") as follow up to questions on Investigational New Drug ("IND") filing; IND was subsequently approved on July 5, 2017, clearing the business to proceed with its clinical trial for intravenous immunoglobulin ("IVIG") • Held on-site investigator meetings in preparation for start of clinical trial o Submitted Clinical Trial Application ("CTA'') to Health Canada on June 19, 2017; subsequently approved on July 18, 2017 o Progressed through clinical manufacturing campaign with yields in line with, or better than, expected yields • To date, Therapure has received C$16.6MM under a government grant of C$20:MM from The Advanced Manufacturing Fund, a C$200MM fund delivered by the Federal Economic Development Agency for Southern Ontario. This funding enables Therapure to accelerate its plasma proteins program • Increased capital invested by $0.0MM • Increase in unrealized value of $0.0MM e Change in total value of $0.0MM 5 951

Business Description

Therapure is a Canadian-based biophannaceutical company committed to the development, manufacture, purification, and packaging ofrare and complex biotherapeutics. Therapure operates under two businesses: (i) CDMO and (ii) Proprietary Products (a pipeline of plasma-derived therapeutic proteins and innovative biopharmaceuticals).

The company's assets include a state-of-the-art facility, plant and equipment, intellectual property and a number of joint venture and licensing agreements.

Investment Thesis

Therapure's predecessor, Hemosol, filed for protection under Canada's Companies' Creditors Arrangement Act in December 2005. Catalyst acquired 100% ofHemosol's secured debt at below liquidation value of all the assets, below "Plan Value", and approximately 6% of book value. Therapure is pursuing a fairly unique business model and recent indications of interest confirm previous valuations and suggest further potential.

Over $250MM had been spent on property, plant and equipment ("PP&E") immediately prior to filing for court protection. The thesis was that given the fact the Fund was the sole owner of 100% of the company's debt, as well as the state-of-the-art nature of the company's facility, a recovery of the Fund's cost plus a profit was extremely likely even in a forced liquidation scenario. The Fund purchased the debt for approximately $14MM (and subsequently provided a working capital infusion of$5MM). A business plan was developed that would use both the extremely low acquisition cost of the PP&E and the unrealized profit noted above to invest in a two-pronged strategy (CDMO and proprietary drug development) with the hope of realizing above normal margins in the CDMO business ( due to the Fund's cost base of the PP&E), as well as creating a pool of "free options" and extremely low cost intellectual property in partnership with prospective customers.

Therapure secured a mix of government funding and third-party debt in 2015 to support the business. In 2016, an additional $50MM was committed under the company's existing credit facility, upsizing the facility to $80MM, to fund the upcoming IVIG clinical trial and business development initiatives, as well as a $22MM return of capital to Catalyst.

CDMO The company continues to pursue new contracts in order to achieve full production utilization and has a valuable business development pipeline representing in excess of $85MM in revenue over the next 12- 24 months. The company continues to demonstrate strong momentum and improve EBITDA year-over year.

Therapure has a strong customer base consisting of NASDAQ listed companies, government entities and leading biotechnology firms for which the company is the sole manufacturer of their commercial or late stage products. Favorable multi-year contract terms include contractual minimums and take-or-pay agreements.

During 2014, Therapure executed a long term supply agreement with Insmed Inc. (NASDAQ: INSM, $1.0B market cap.) for the manufacture of the company's once-a-day inhaled antibiotic, ARIKAYCE.

6 l 952

ARIKAYCE is currently undergoing Phase III clinical trials for the treatment of nontuberculous mycobacteria with registration tentatively planned in the U.S. and Europe in 2018. Therapure's initial agreement with fusmed includes a 5-year post-approval deal for ARIKAYCE with a 2-year renewal period.

Therapure has a contract with rEVO for the manufacture of Atryn, a commercially approved recombinant plasma protein product. The company invested significant time and effort in preparing for a FDA Pre-Approval Inspection of the facility, which was required for the company to manufacture the product.

Proprietary Products Therapure continues development towards commercializing its plasma protein products to be used for specific therapeutics including immune deficiencies, burns, hemophilia and other common applications. In 2011, Therapure identified an opportunity to manufacture MG using a technology that would be up to 50% more efficient than current technologies. This proprietary technology acquisition was completed in Q4 / 2012 and work was initiated to scale up the process and begin clinical manufacturing at commercially acceptable yields for IVIG and other plasma proteins.

The company's plasma proteins products carry low clinical risk. IVIG has regulatory protocol guidance documents and no IVIG product has ever failed a clinical trial. Albumin has not had a clinical trial requirement for any product currently on market.

Following successful pre-IND and pre-CTA meetings for IVIG with the FDA and Health Canada, Therapure successfully completed pre-clinical trials which confirmed the safety of the IVIG product in animal models and completed the clinical manufacturing facility. Therapure also confirmed yield and process for IVIG manufacturing, which led to first GMP run using the proprietary PlasmaCap technology in June 2016. The IND filing for MG was completed in Q4 / 2016 and subsequently cleared by the FDA on July 5, 2017; the CTA was approved by Health Canada on July 18, 2017. Therapure is currently preparing for the clinical trial.

7 953

Gateway Casinos & Entertainment Limited ("Gateway") Prepared by: Gabriel de Alba

Please note that this investment is owned 50% and 50% by Funds II I II-PP and III, respectively. Investment figures below represent the aggregate position.

(All figures below in thousands of US. dollars as ofJune 30, 2017)

Capital Invested: Prior Capital Invested: $307,981 Additional Capital Invested: $29 Total Current Capital Invested: $308,010 Realized Proceeds to Date: $225,192 Unrealized Value: $793,128 Total Value: $1,018,320 Gross IRR: 24.9% Multiple on Cash Invested: 3.3x

Current Securities Held: 74% of total equity Original Securities Held: Senior Secured 1st and 2nd Lien Term Loans Original Investment Date: May2009

8 954

Gateway ( continued)

New Developments tit.is Quarter

• Following the $74MM distribution paid to Catalyst in Ql 2017, Gateway launched a dual path M&A/IPO process this quarter with Morgan Stanley as advised. Morgan Stanley's experience with Gateway dates back to the initial Catalyst-led restructuring and includes the successful C$920MM recapitalization earlier this year. Initial M&A bids are expected in August with a transaction completion target in 2017. Catalyst is encouraged by early indications of interest. • The real estate monetization process that was initiated in Q 1 2017 continues and we are assessing different opportunities to realize previously unlocked value in the real estate • At the beginning of 2017, Gateway management set aggressive growth targets for both 2017 and 2018 • Gateway has exceeded expectations for Q2 2017 as well as YTD, primarily due to: o Outperformance of budget at GVRD casinos due to better than expected slot performance, leading to 14% higher EBITDA than budgeted for Q2 2017 o Better than plan execution on the operational turnaround efficiencies at the Ontario bundle casinos that were acquired this quarter, leading to 11 % higher Revenue and EBITDA than budgeted for Q2 2017 • The Ontario Lottery & Gaming ("OLG") privatization process continues with Gateway submitting its bid for the GTA West bundle in July 2017. The GTA West would add a further 4 casinos to the existing Ontario property portfolio. This would greatly expand the reach and scale of Gateway in the province as well as significantly increase the Gross Gaming Revenue potential for Gateway going forward • In Q 1 2017, British Columbia Lottery Corporation ("BCLC") announced that there will be an RFP process for a new casino in the Greater Victoria Regional Area on Vancouver Island and Gateway continues to prepare to compete in the process o In addition, BCLC also issued an expression of interest for the North Shore concurrently with the EOI for the South of the Fraser region and Gateway is working towards finalizing plans to participate in those processes • Increased Capital Invested by $0.lMM • Change in Unrealized Value $0.lMM • Change in Total Value of $0.lMM

.Business Descripti

Gateway Casinos & Entertainment Inc. ("Gateway") is one of the largest casino operators in Canada. Gateway has 12 gaming properties in British Columbia and Alberta including 9 casinos, 2 community gaming centres and a bingo hall. Gateway also operates 22 restaurants, 15 bars, 5 hotels and convention centres (2 of which Gateway owns), 7 live entertainment venues, has launched "Match Eatery & Public Houses" ("Match"), which is a new sports pub concept targeted at the previously underpenetrated younger casual gamer with 5 locations currently, and has 2 development/relocation properties. Gateway's facilities (eight leased, four owned) total more than 500,000 square feet and house approximately 5,000 slots, 200 tables, 300 hotel rooms, and over 600 bingo seats. Gateway Casinos was formerly owned by Macquarie and Crown Ltd., due to a 2007 LBO which ultimately failed for financial, operational and strategic reasons.

9 955 l Gateway is the leading casino operator in the British Columbia and Edmonton Markets. In the British Columbia Market, the company is the largest casino operator with over 40% market share as measured by total casino gaming revenue. In the C$ l .O billion Greater Vancouver Market, which comprises the largest metropolitan area in British Columbia with approximately 2.3MM people, Gateway is the number one casino operator (excluding racinos) with respect to slot machine revenue with a 50% market share. In addition to impressive market share, Gateway also has leading win per unit metrics in many of its locations for both slot machines and table games. Gateway is the exclusive casino operator in the Thompson Okanagan Market. With a population of over 450,000, this area has experienced substantial growth due to continued development of the British Columbia interior. Gateway believes that its position as a market leader is attributable to, among other things, its ability to provide full-service gaming and non-gaming offerings in superior locations which specifically target Gateway's customers' needs as well as its long standing relationships with gaming authorities. The lack of new gaming licenses in Gateway's markets also creates high barriers to entry, further entrenching the company's market share, and ultimately protecting its strong and industry leading stable cash flow generation.

Gateway's capital programs are focused on renovating and improving the amenities offered at its properties, with the goal of encouraging its guests to visit the company's properties frequently. Of the C$460MM+ of capital expenditures invested in Gateway properties since 2004, the majority has been invested in properties that have opened or have been renovated in the past three years. Gateway believes that these new or recently renovated properties distinguish its locations from other gaming entertainment, position its properties to maximize revenue from the company's existing customers, and enable the company to generate industry leading cash flow levels. Gateway continues to improve upon its facilities and amenities, through projects such as Match, the new sports pub, buffets and the new luxury suites at The Grand Villa Hotel. The relocation projects planned for Kamloops, Baccarat and Palace will provide brand new facilities in underserved markets, further distinguishing itself from other entertainment, and offering significant incremental cash flow generation (over C$22MM of incremental EBITDA).

Gateway locations are in three distinct provinces and generate industry leading strong, stable cash flows. For the FYE period ended December 31, 2014, over 70% of Gateway's revenue was derived from gaming operations, which provide a consistent and resilient core business. Gateway's industry leading free cash flow of approximately C$80MM benefits from low maintenance capital expenditures as the previous owners recently invested C$300MM of capital in its properties.

Both the British Columbia and Alberta operations are subject to provincial regulatory oversight and licensing which, in tum, results in both high barriers to entry for potential competitors and high "switching costs" for the provincial regulators. Prior to the Funds' investment, Gateway had spent well in excess of $350MM on property upgrades; this same $350MM was subject to a seven to nine year capital recovery and reimbursement program from the provincial governments.

Catalyst Funds acquired control of Gateway via 1st and 2nd lien debt purchases. Catalyst then led a restructuring plan. Full regulatory approval as well as Plan implementation occurred in September 2010. A refinancing of the Plan's exit debt closed on or about November 24, 2010. Approximately $5001vlM of new debt replaced the exit debt put in place by the Catalyst Plan. Catalyst realized substantial gains as a result of the exit debt refinancing. Furthennore, as a result of the Plan and certain actions taken by Catalyst, the Funds on a combined basis initially owned approximately 62% of Gateway, and now own approximately 72% thereof.

10 956

Taking advantage of favourable market conditions in Q3/201 l, Catalyst led a new re-pricing of some of the then existing debt on Gateway, resulting in a $7 .5MM reduction in annual interest costs. Again taking advantage of favourable market conditions in Q4/2013, Catalyst led a refinancing of Gateway's entire capital structure for a total of C$560MM in debt (including a C$50MM undrawn revolver), resulting in lower interest rates, longer tenors and better covenants.

Investment 11wsis

The Funds originally invested on the thesis that the senior secured debt was substantially over-secured once an investor accounted for the $350MM owed pursuant to the provincial reimbursement program noted above. It was felt that either: (a) the Funds would be refinanced out by a competing offer resulting in a par plus accrued recovery and therefore a very substantial profit; or, (b) the Funds would have an effective purchase price of approximately 6x EBITDA for a potentially unique and irreplaceable asset with substantial upside in a restructuring involving zero or reduced cost of equity for the Funds. Furthermore, it was felt that potential returns could be increased via the introduction of operational improvements.

Key amongst the intended operational changes was a targeted marketing program and an improved overall entertainment experience. Key cost and expense reductions were targeted as well. For example, through the second half of 2011, Gateway implemented approximately $6.0MM in annualized EBITDA improvements through the following initiatives: ATM increases, reduced corporate costs, janitorial reductions, WCB savings, insurance reductions, and vendor changes.

Given the symbiotic relationship with regulators, growth/expansion was considered a logical next step.

Growth initiatives such as new sports pubs, additional slots, and the relocation into new facilities will contribute to revenue growth. The young casual gamer, an under targeted audience, will be a focus point for the Company, using a variety of food & beverage, entertainment and gaming offers as lures. Expense control through management consolidation, additional cost control mea~ures and EBITDA performance reviews will contribute to EBITDA growth as well. A new procurement system design and installation commenced in May 2014 and implementation began in late October 2014 with plans to rollout to all properties in Ql/2015. The system will allow management to keep better controls over its purchases and inventory and will enable Gateway to reduce expenses by approximately C$250,000 per year. An updated financial reporting format commenced in June 2014 and rolled out to all properties completed in January 2015. The new format will allow the Company to have more detailed financial reporting and allow management to break out every outlet to review its performance. This information will enable senior management to hold each outlet manager and property manager accountable for the key metrics of labour, cost of goods sold and revenue in their operating businesses. It will also be used to gauge Key Performance Indicators (K.Pls) for each manager.

Additionally, Gateway built upon its prior operational improvements and implemented further cost saving programs that included: o Normalization of gambling dollars kept by casino ("the hold") by focusing on mid-tier customer segment • Operational synergies - renegotiation of key food and beverage contracts, food and beverage price increases, and further labour and janitorial cost reductions at select locations o Introduction of slot machines at select ( and recently acquired) Community Gaming Centres

11 957

• Refocusing and maximizing Gateway's marketing spend • hnplementing new cost and procurement IT systems

Catalyst currently holds two of four of the Gateway Board seats directly, one of which is the Board's chairmanship. The two remaining Board seats are held by an independent director (Catalyst's nominee), and an appointee of the second largest shareholder.

The BCLC has invested approximately C$150MM in tracking software, which will present new and innovative ways to market to existing customers. GMS ("Gaming Management System", implemented by the BCLC, allows for floor-wide bonus experiences and for Gateway to offer point-of-play dynamic bonuses) is a new slot/table tracking system that will now give Gateway real time data and improve new player acquisition. The system will enable Gateway to reward customers for their loyalty directly at the slot device and patrons will be able to apply reward points towards amenity purchases.

Food & Beverage revenue represents a significant growth opportunity for Gateway with 5 sports pubs and 2 buffets opened in 2014. Historically, the Company has treated Food & Beverage as a "fueling station", non-core to the business and not a driver of foot traffic. In 2014, Gateway began opening its new sports pubs, branded "Match Eatery & Public Houses", to attract a broad demographic including tapping into the previously underpenetrated younger casual gamer. The sports pubs are estimated to generate over C$2MM of combined incremental EBITDA in year one of operations. There has been demand for additional buffets at larger venues, which have proven to be slot revenue drivers. Gateway opened two more buffets in 2014 at Cascades and Starlight. Grand Villa completed the patio expansion at Personas, the tapas restaurant and lounge opened in 2013 at Grand Villa, in August 2014 to help attract higher volumes during the milder months in the GVRD. Grand Villa also opened a bubble-tea · outlet and small buffet. ·

Gateway plans to relocate three casinos to take advantage of better gaming markets and to lower occupancy costs. The relocation expansions will bring over C$20MM of incremental EBITDA to the business. The Company opened the new Kamloops casino in August 2015, and reception thus far has been very positive. The Company expanded the Palace casino to take advantage of the currently underserved South Edmonton gaming market which is still ongoing and should be finished by end of 2017. The Company also relocated Baccarat into the new Edmonton Oilers arena with an opening date of September 2016.

Gateway is expanding into Ontario, and has submitted RFPQ responses for 6 out of7 bundles of the OLG new gaming licenses. To support this process, in Q2/2014, Gateway hired Keith Andrews as Vice President of the Ontario Operations and Terry Black as Vice President of Finance, Ontario. The Ontario team is continuing to be built out on account of Gateway assuming ownership of the North and Southwest bundles in Q2 2017 and this provides a platform with which to integrate further bundles when awarded by the OLG.

Gateway won and has assumed control of the North and Southwest bundles in May 2017. Management and Catalyst have found greater than expected opportunities to optimize operations and drive EBITDA both immediately as well as on a continuing basis. Performance at the bundles for Q2 2017 was well above budget and due to these better than expected opportunities, Management expect the bundles to greatly exceed original budget targets for 2017 and beyond.

12 958

Exit I Growth Strategy

• Further / future recapitalizations • Continued substantial distributions due to the strong cash flow nature of the business • Real estate monetization ($400MM+ of excess real estate value) • IPO • Strategic sale / merger transaction

13 959

Sonar Entertainment, Inc. ("Sonar", formerly known as RHI Entertainment Inc.) Prepared by: Gabriel de Alba

Please note that this investment is owned 35% and 65% by Funds II I II-PP and III, respectively. Investment figures below represent the aggregate position.

(All figures below in thousands of US. dollars as ofJune 30, 2017)

Total Capital fuvested: $203,656 Realized Proceeds: $8,387 Total Unrealized Value: $355,056 Total Value: $363,442 Gross IRR: 14.2% Multiple on Cash fuvested: 1.8x

Current Securities Held: On Demand Promissory Note, 1st Lien Revolving Credit Facility ("RCF"), 1st Lien Production Pre-Sales Line, 2nd Lien Term Loan, 3rd Lien Term Loan, Equity

Original Securities Held: 1st Lien RCF, Term Loan, Swap Original fuvestment Date: May2010

14 960

Sonar ( continued)

New Developnwnts t!tis Quarter

• Sonar has continued to perform as the leading independent TV production company. In support of a Catalyst monetization, on-going dialogue with various strategic players is taking place o Sonar and Catalyst initiated a M&A/strategic alternatives process with Raine, a premier media focused investment bank • Sonar's productions continue to achieve solid economics and bring further credibility to its growth platform, as evidenced by its industry leading series renewal rate of 100% • Specific production developments include: o The Shannara Chronicles - Season 2 production wrapped in May. The premiere on Spike/Paramount Channel is scheduled for October 2017 o Taboo - Season 2 ordered and currently working on storyline and budgets with a projected production start date of July 2018 o The Son - Season 1 finale aired on June 10th. AMC renewed the series for Season 2 in May and has scheduled a November 2017 production state date. Writer's room to open July 31st o Mr. Mercedes - Completed principle photography in June, international sales currently underway. Air date is August 9, 2017 on DirecTV/Audience Network o Das Boot - Casting finalized and due to commence production in Prague at the end of August2017 o Two new series development deals were signed this quarter with BBC America (Chariots of the Gods) and Amazon (America's Most Admired Lawbreaker) • In Q2 Sonar leveraged Catalyst's expertise in CCAA proceedings to acquire the assets (the "Assets" or the "Tricon Assets") of Tricon Films & Television, a Canadian based international media company focused on the production, acquisition and distribution of non-scripted and kids television series o The acquisition was funded by Sonar and the value of the Tri con Assets was 2. 7x the Assets' acquisition price. Sonar will be able to use the Tricon Assets acquisition to accelerate its business in kids and non-scripted, two areas that have been highlighted as growth opportunities for the business o Specific production developments related to this acquisition include: Texas Metal currently in production, Flip it Sisters pilot airs July 11th, and Go Away Unicom has commenced pre-production with Disney XD • Sonar currently has 55 series in development and 8 other series where rights are currently being negotiated, 9 shows are currently being pitched and a further 13 shows have either been set up with a broadcaster ( and financial terms are being negotiated) or are in active negotiations with broadcasters • Increase in net capital invested by $nil e Increase in total value of $nil

Business Description

Sonar Entertainment, Inc. ("Sonar") (formerly known as RHI Entertainment Inc.) is one of the top two leading independent television production and distribution companies. The Company develops, produces, and distributes series, limited series and made for television movies for worldwide distribution. Sonar's 15 961

sales stem from both its extensive content library (1,000+ titles including Lonesome Dove, Treasure Island, Santa's Secret) and its newly produced original content. The Company's customers include a variety oflarge Canadian and U.S. broadcast and cable networks such as BBC, MTV, FX ( owned by Fox), Shaw Communications Inc., CityTV, ABC, NBC, CBS, TNT, USA, Spike, Syfy, Lifetime and Crown Media Holdings' Hallmark Channel. In addition, as a global distributor of TV specialty channel content, Sonar has significant output/distribution agreements in Europe and Asia with M6, TFl, Antena-3, PROSIEBEN-SATl, Telemunchen, Seven Network, and Sky.

Investment Thesis

Catalyst led the 2011 restructuring process at Sonar's predecessor, RHI. Catalyst became involved in Sonar due to the fact that, amongst other issues, the Company exploits Canada's advantageous film production tax credit system. Due to certain structural issues at Sonar, Catalyst believed that it was in a unique position to further enhance the exploitation of these credits as well as improve certain operational · inefficiencies at Sonar. At the time of investment and throughout the original reorganization, it was Catalyst's view that the loan positions acquired at substantial discounts were well-collateralized by the value of the existing film library and other assets. Furthermore, it was believed that significant option value existed in the equity should Sonar be able to affect an operational turnaround in addition to the recapitalization affected via the original reorganization, which subsequently occurred and precipitated the July 2012 equity backstop, etc.

Sonar's predecessor, RHI, exited Chapter 11 bankruptcy on April 1, 2011, having reduced its debt obligations to approximately $300MM from greater than $600MM based on a plan led by Catalyst. Operationally, Catalyst identified key cost reduction initiatives, assisted in the development of a new/novel business plan and model, and introduced new production discipline. Sonar then strengthened its sales team and focused on increasing the sell-through rates of its existing library of titles while simultaneously ramping up new production. Post-emergence, Catalyst led the restructuring of the senior management team, replacing each of the CEO, COO, and CFO. Additionally, Catalyst led the July 2012 Recapitalization, including the 2012 Equity Backstop.

As a result of the July 2012 Equity Backstop, Catalyst invested an additional aggregate $30.9MM by direct investment in the Company and by purchasing debt securities of the Company from other lenders during Q2/2012 and Q3/2012. This strategy increased the Funds' holdings of 3rd Lien Term Loans to 53.5%. Further, as a result of the investments executed in Q2/2012, Q3/2012 and the July 2012 recapitalization, at the end of Q4/2012 Catalyst Funds' had outstanding commitments under the 1st Lien Revolver and Production Pre-Sales Line of Credit of approximately $8.8MM and $7 .5MM, respectively, and the Catalyst Funds owned face value ( excluding PIK interest) of approximately $7 .0MM and $80.3MM of 2nd Lien and 3rd Lien Term Loans, respectively. Additionally, the Catalyst Funds' equity interest in Sonar increased to approximately 65%, greatly increasing the Funds' upside.

In Q2/2013, the Funds assumed the remaining 50% of the 1st Lien Revolving Credit Facility to increase total commitment to 100%, and invested a further $6.6MM to acquire $20.4MM of 3rd Lien Term Loan Tranche A at 32.5 cents on the dollar, taking Catalyst's overall holdings of 3rd Lien Tranche A debt to approximately 70.5%. In addition, the Funds advanced $5 .5MM under an On Demand Promissory Note facility to fund new productions.

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The Funds increased their ownership across Sonar's capital structure during 2014 through private market transactions at meaningful discounts to their true value. The increased ownership of various debt pieces is as follows: the Receivables Discounting Facility from 75% to 82%; Second Lien debt from 47% to 79%; and Third Lien debt from 67% to 84%. The Funds also increased their ownership of the Equity from 65% to 79%.

Catalyst Funds are the controlling and now majority shareholder of the Company as well as lead lender in every debt facility (ensuring on-going "ringfencing" protection should something untoward occur at Sonar while ensuring a decent return on said debt as well).

Catalyst has two representatives on the Board of Directors, including one who is the Chairman of Sonar. The management team was enhanced in 2015 with more experienced TV professionals that have recognized backgrounds in content development and production along with strong industry relationships. Sonar's headquarters was moved from NY to LA and back office functions were consolidated. This move brought Sonar operational efficiencies and strengthened its Hollywood relationships.

The Company's renewed production focus and commitment to move up market to higher quality, more valuable content continues to produce results. At the end of 2015, the Company had five (South of Hell, Shannara, Taboo, Mr. Mercedes and The Son) of its television series on the air, in production or ordered by networks and a strong pipeline of development projects including 2.3 Times a Week (Orange is The New Black's Jenji Kohan producing) and The Fifth Beatle (event series about Beatle's manager based on a best-selling graphic novel). MTV greenlit Season 2 of Shannara in April 2016, the BBC greenlit Season 2 of Taboo in March 2017, and AMC greenlit Season 2 of The Son in May 2017. Sonar is also broadening the development strategy beyond scripted dramas to diversify the revenue base. At the beginning of 2016, the Company acquired its first feature film, Six Below. Throughout 2016 and 2017, Sonar has entered into new first look deals with Smokehouse Pictures (George Clooney and Grant Heslov), Monkey Paw Productions (Jordan Peele), and Team Downey (Susan and Robert Downey Jr.).

Sonar has been opportunistically acquisitive throughout its recent history. In 2016 it absorbed the entire slate of Georgeville, a close competitor, resulting in numerous new development opportunities for Sonar and further consolidating the market. In 2017, Sonar acquired the assets of Tricon Films & Television ("Tricon") out of a CCAA process. Tricon was a Canadian based international media company focused on the production, acquisition and distribution of non-scripted and kids television series. As a result of the acquisition, Sonar has accelerated its business in kids and non-scripted and is also now uniquely advantaged as a result of having establish a Canadian Heritage subsidiary that allows Sonar to maximize Canadian production tax credits.

Exit Stmtegy

Multiple exit strategies exist for Sonar, including: • Sale to strategic or financial purchaser • Exit through the primary market or IPO • Sales into secondary market

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Natural Markets Restaurants Corp. ("NMRC") Prepared by: Gabriel de Alba

Please note that this investment is owned 40% and 60% by Funds II I II-PP and III, respectively. Investment figures below represent the aggregate position.

(All figures below in thousands of US. dollars as ofJune 30, 2017)

Capital Invested: Prior Capital Invested: $360,474 Additional Capital Invested: $3,433 Total Current Capital Invested: $363,906 Realized Proceeds: Unrealized Value: $44,634 Total Value: $44,634 Gross IRR: (58.6%) Multiple on Cash Invested: O.lx

Current Securities Held: 100% of the equity and all outstanding debt Original Securities Held: Senior Secured Debt, DIP Facility, Convertible Debt Original Investment Date: Apri12010

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NMRC (continued)

New Developments this Quarter

• In Q2/2017, NMRC continued its focus on generating positive EBITDA from its core store base in the US and Canada. Corporate salaries were reduced by approximately $ lMM on a normalized basis during the quarter, lowering overhead costs by ~20% • During Q2/2017, Catalyst also led an Article 9 reorganization of Mrs. Green's to eliminate liabilities. As part of this process, Mrs. Green's was rebranded as Green's Natural Foods • Also, in Q2/2017, Peter Waldmann re-joined NMRC as CEO of Mrs. Green's and became CEO of Green's Natural Foods after the Article 9. Peter previously served as Vice President of Operations at NMRC in 2012 before taking the role of Director of Operations at Lucky's Market • Management continues to work to drive EBITDA by focusing on margins and controlling costs; Catalyst is in discussions with advisors and potential strategic partners to maximize value and prioritize a monetization • Increase in net capital invested by $3 .4MM • Increase in unrealized value of $0MM

Business Descriptitm

NMRC, dba Natural Markets Food Group, has both natural food retail and natural food service operations under several different banners. The current store set is undergoing a complete rebranding, with food retail operations being consolidated under the Mrs. Green's Natural Market banner in the US and Planet Organic in Canada and food service operations being rebranded Richtree Natural Market Restaurants.

NMRC is refocusing on its core, profitable store base in the U.S. and Canada. The core store concept offers customers a full range of selection and service, while providing the ability to optimize operations, lower breakeven levels and maintaining a more intimate, convenient, local feel as compared to the bigger boxes of competitors. NMRC's focus is on serving the needs of its local community and its base of loyal shoppers. NMRC is building both its brands in food service and food retail with an emphasis on local community engagement, high level of customer service and dedication to conscientious living and sustainability.

Investment Thesi:'l

On April 20, 2010, The Catalyst Capital Group Inc. ("Catalyst"), on behalf of the Catalyst Fund Limited Partnership II ("Fund II"), Catalyst Fund II Parallel Limited Partnership ("Fund IIP") and Catalyst Fund Limited Partnership III ("Fund III") ( collectively, the "Planet Organic Participating Funds") entered into agreements with Ares Capital Corporation and affiliates (collectively "Ares") whereby Ares assigned a total of approximately US$13 .4 million Term Loan B debt and US$13 .6 million Convertible Note debt to Catalyst. Partnership Capital Growth ("PCG") assigned a total of approximately US$3.0 million of additional Convertible Note debt to the Planet Organic Participating Funds. The old Planet Organic Health Corp. debt represented all outstanding indebtedness of Old Planet Organic Health Corp. On April 29, 2010, old Planet Organic Health Corp. sought and was granted court protection from creditors under the CCAA. On June 4, 2010, through its wholly owned subsidiary 7562578 Canada Inc., Catalyst acquired substantially all of Planet Organic Health Corp.'s operating assets in Canada and the

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United States (representing the assets of the old "Planet Organic" and "Mrs. Green's" brands) in exchange for the Convertible Note debt.

The integration of the old Planet Organic assets with Richtree was implemented substantially ahead of schedule. Synergies/cost reductions were achieved either ahead of schedule and/or better than budgeted.

From 2012 through Hl 2016, NMRC worked to expand its base of stores in targeted regional clusters, including suburban NY and CT, Chicago, Calgary, and Edmonton. Overhead grew during this time to support an expanding store base, and the expectation that NMRC would open 10-15 new stores per year. In pursuit of this growth strategy, new IT systems were deployed to provide scalability. As store performance weakened, NMRC failed to right-size its overhead fast enough and the IT systems that were intended to create a stable infrastructure did not succeed in doing so.

During this time, industry tailwinds have turned into headwinds, as increased competition from both growing specialty grocers and from conventional grocers and big box retailers has intensified. Comparable companies are now reporting negative same-store-sales growth and declining margins. Meanwhile, forward EBITDA multiples have contracted from 25x forward EBITDA in H2 2013 to 7.lx forward EBITDA as of December 31, 2016.

During Q2/2017, the separation of U.S. and Canadian operations was substantially completed. Peter Waldmann re-joined NMRC as CEO of Mrs. Green's (and subsequently Green's Natural Foods). Also in Q2/2017, Catalyst led an Article 9 reorganization of Mrs. Green;s to eliminate liabilities. As part of this process, Mrs. Green's was rebranded as Green's Natural Foods. Local management is in place for each of the U.S. and Canadian operations, and each business can be operated separately by teams that understand the needs of the local customers. This separation also creates the opportunity to monetize each business distinctly from the other. Catalyst is currently focus on maximizing EBITDA of the U.S. and Canadian businesses as we seek monetization options.

Exit Stnetegy

Catalyst plans to exit Natural Markets Restaurants Corp. through a strategic sale.

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Quad / Graphics Inc. ("Quad") Prepared by: Gabriel de Alba

(All figures below in thousands of US. dollars as ofJune 30, 2017)

Capital Invested: Prior Capital Invested: $77,589 Additional Capital Invested: Total Current Capital Invested: $77,589 Realized Value: $76,984 Unrealized Equity Value: Unrealized Litigation Trust Value: $77 Total Unrealized Value: $77 Total Value: $77,061 Gross IRR: (0.2%) Multiple on Cash Invested: I.Ox

Current Securities Held: 4% interest in the litigation trust Original Securities Held: Senior Secured Bank Debt Original Investment Date: January 2008

j l

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Quad ( continued)

New Developnumts this Quarter

0 As of June 30, 2017, Catalyst expects to receive approximately $77,000 in cash from the Litigation Trust to fully monetize this deal by the end of 2017 • Change in realized value of $0.0MM 111 Change in unrealized value of $0.0MM • Change in total value of $0.0MM

.Business Descripti

World Color Press Inc. ("WCP", and formerly known as "Quebecor World" or "IQW") was the second largest commercial printer in the world with operations in Canada, the U.S., Latin America, and Europe. It was headquartered in Montreal, Quebec, and it specialized in printing magazines, inserts, circulars, books, catalogues, and directories. WCP was significantly over-levered and had a bloated cost structure which resulted in its filing for bankruptcy. Quebecor World exited bankruptcy protection in late July 2009. Catalyst led such restructuring via its holdings in specific WCP senior secured debt which Catalyst had correctly identified as WCP's fulcrum security. Catalyst identified certain European operations to be sold and specific Canadian operations to be rationalized. Catalyst also led WCP's Board and WCP's board's Governance Committees. It was also believed that certain ofWCP's operations, especially some key U.S. operations, had significant value and an important competitive position - a view confirmed by the later share exchange and merger with Quad/Graphics ("Quad") resulting in the Fund's current holdings in Quad.

In January 2008, Quebecor filed for Chapter 11 protection in the U.S. and CCAA protection in Canada. On July 21, 2009, the Company successfully emerged from bankruptcy with an optimized capital structure and streamlined/restructured operations. At bankruptcy exit, as a part of the implementation of the plan of reorganization, Quebecor changed its name to World Color Press Inc. ("WCP"). Catalyst was instrumental in: (a) WCP's Plan and emergence from court protection in both Canada and the U.S.; and, (b) first the development of WCP's business plan and then the implementation of certain cost reduction initiatives.

The result was that the Company's pre-bankruptcy EBITDA margins ofless than 8% grew to over 12% by the time of the Quad merger and are now in excess of 14.8% post Quad merger and full integration.

On January 25, 2010, WCP and Quad announced their merger agreement. Fund II was the largest shareholder ofWCP and became Quad's second largest shareholder as a result of the merger. The merger received Court approval on June 26, 2010 and was affected on July 2, 2010. The Fund received: i) approximately 2.66MM Quad/Graphics shares (ticker symbol "Quad" on the NYSE); ii) $6.9MM in cash; and, iii) an approximate $5MM interest in a remaining litigation trust that was part of the WCP bankruptcy estate and outside of the merger transaction. Our adjusted cost base per share is approximately $21.00/Quad share.

The merged Quad/Graphics is a leading global provider of print and related services that are designed to provide complete solutions to a broad base of customers. Quad's products include catalogues, consumer magazines, special interest publications, direct mail and other commercial specialty printed products, retail inserts, books, and directories. Quad's services include digital imaging and photography, binding, mailing 22 968

and distribution and logistics, data optimization and analytics services. Founded in Pewaukee, Wisconsin as a Wisconsin corporation in 1971 by Harry Quadracci, Quad/Graphics has approximately 25,600 employees in the United States, Canada, Latin America, and Europe, serving a diverse base of approximately 8,000 customers from 147 facilities located in 20 countries.

Investment Thesis

In January 2008, Fund II began acquiring a specific type of Quebecor World's ("Quebecor") senior secured bank debt at approximately 2.0x projected EBITDA and accumulated approximately $155MM (by July 2009) of face value of such, or 21.3% of the total bank debt outstanding. It was discovered that the specific bank debt identified by Catalyst had specific security provided to it unavailable to otherwise allegedly pari passu debt such that a par plus accrued recovery (at the possible expense of other WCP debt) was the most likely outcome. Catalyst was the only fund to identify the debt in question.

, I In Q2/2012, Catalyst made a 13D SEC filing indicating its intent to change its investor status from "passive" to that of an "activist" shareholder. The 13D discussed the reasons for Catalyst's discontent with Quad, including the recent share price performance, management's failure to adjust from being a private, family-controlled company to a publicly listed company, and the other disclosure l responsibilities normally associated with such a transition. The 13D outlined Catalyst's suggestions to management, including the need for the following: (i) improved communications with financial markets, (ii) clarification of strategy and greater financial transparency, (iii) better usage of Quad's substantial free cash flow to maximize shareholder value, (iv) replacement of the company's CFO, and (v) the addition of an independent director with capital markets and investor relations strengths.

Exit Strategy

Catalyst sold all of its remaining shares in Quad during Q2/2013 for $9.3MM. Catalyst's activist approach resulted in the Company paying a special dividend, raising its quarterly dividend and increasing its share buyback program. Between the time of Catalyst's 13D filing and the final sale of shares, Quad's stock price increased from $12.57 to a high of $25.00 and the Company paid $3.35/share in dividends.

On June 14, 2013, the litigation trust voted in favour of filing a petition for a writ of certiorari with the Supreme Court of the United States; this was a request for the Supreme Court to review the decisions of a lower court; early in Ql/2014 said request was denied. The Trust therefore distributed $81,811 in cash and 31,661 shares (worth $726,937 on Dec. 31, 2014) in Q4/2014 to Fund II and continues to hold a small amount of cash. In Ql/2016, Catalyst sold its remaining 25,376 shares in Quad for total proceeds of $286,439 and received a cash distribution of $29,714 from the Litigation Trust. As of June 30, 2017, Catalyst expects to receive approximately $77,000 in cash from the Litigation Trust to fully monetize this deal by the end of 2017.

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Callidus Capital Corporation ("Callidus") Prepared by: Newton Glassman

New Develop:ments this Quarter

CALLIDUS IS NOW A REPORTING ISSUER (I.E. A PUBLIC COMPANY, LISTED ON THE TSX, TICKER SYMBOL "CBL") AND CATALYST MUST BE CAREFUL NOT TO DISSEMINATE NON-PUBLIC PRICE SENSITIVE INFORMATION. THIS WOULD INCLUDE THE SIZE AND COMPOSITION OF THE LOAN PORTFOLIO AND THE STATE OF THE LOAN PIPELINE. THEREFORE, SUCH NON-PUBLIC MATERIAL INFORMATION WILL ONLY BE PROVIDED IN QUARTERLY LETTERS SIMULTANEOUS WITH OR AFTER SUCH INFORMATION HAS BEEN PUBLICLY DISCLOSED.

Catalyst substantially completed the capital markets process for Callidus in Q2/2014: • Completed the initial public offering ("IPO") of 18,000,000 common shares of Callidus ("Common Shares") for aggregate gross proceeds of C$252MM on April 23, 2014 • Closed the issuance of an additional 2,700,000 Common Shares pursuant to the over-allotment option granted to the underwriters for aggregate gross proceeds of C$37.8MM on May 8, 2014 • Closed a $200MM senior secured revolving credit facility with Deutsche Bank AG, New York Branch ("DBNY") on April 10, 2014 • Catalyst received approximately C$234MM as a result of the IPO, and subsequently made a distribution in Q2/2014 • Exchanged the interest in the loan portfolio and servicer for shares of the new public company resulting in improved liquidity while accelerating potential for further appreciation • Fund IV continued to participate in 18% (C$50MM) of the loan portfolio as it existed at IPO (with such loans being replaced from time to time). In December 2014, Callidus purchased the participation interest for 2,335,357 common shares at the December 3rd, 2014 closing price plus $821K in cash as a post-closing adjustment for foreign exchange

Second Quarter 2017 Highlights • Growth in loan portfolio resumed with the addition of new C$30 million facility in the quarter • Total revenue of C$26.9 million decreased 15% (C$4.7 million) from first-quarter 2017 and 31 % (C$1 l.9 million) from second-quarter 2016, primarily due to consolidation of Bluberi Gaming Technologies Inc. ("Bluberi") in first-quarter 2017 and Otto Industries North America Inc. ("Otto") in second-quarter 2017 • Net loss of C$25.8 million for second-quarter 2017 (including the C$28 million non-cash impact of a present value calculation update associated with the future disposition of collateral) compared to net loss ofC$3.5 million in the prior quarter and net income of C$37.5 million in the prior-year period • Loss of C$0.51 per share (diluted) for second-quarter 2017 compared to loss of C$0.07 per share (diluted) in the prior quarter and earnings of C$0.73 per share (diluted) for second-quarter 2016 • As at August 9, 2017, Callidus had purchased 1,259,730 Common Shares pursuant to the NCIB at a weighted average price of C$15.33 per common share

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Business Update (As at August 8, 2017) Privatization Process • Callidus is continuing the process of soliciting proposals intended to lead to the privatization of Callidus. The complexity and diversity of the structures that have been proposed, has unfortunately resulted in the process taking longer than originally expected • As part of the formal privatization process, and as an alternative to proposals received, Callidus has retained the services of a placement agent and advisory firm with experienced personnel dedicated to raising capital for alternative investments, including "private debt funds" • The potential pursuit of a private debt fund as a competitor in the privatization process is specifically being explored because it may result in greater value to Callidus' public shareholders than the proposals otherwise available to Callidus • Should it be determined that the "private debt fund" is the preferred privatization alternative, Catalyst Capital Group Inc. ("CCGI") has advised that funds it manages would most likely participate and would do so on the same economic terms as the public shareholders • As is typical of any process prior to final and definitive agreement, there can be no certainty that a transaction will be concluded or as to what price may be offered or accepted. CCGI, which , I manages funds that own approximately 68% of the issued and outstanding shares of Callidus, I remains committed to completing a transaction on terms consistent with the previously published valuation range of C$18 to C$22 per share

Loan Portfolio • As a result of ongoing, continuous process changes and improvements, Callidus revised its measure of growth prospects, referred to as its pipeline of potential borrowers, to include what was internally categorized as lower probability in order to present what Management believes is a more accurate measure of opportunities being pursued and a better reflection of the size of the addressable market. Callidus included this category as there have been instances of migration of opportunities within the pipeline from lower to higher probability categories • This pipeline, measured on a gross basis is currently approximately C$2.3 billion, with a US$255 million signed-back term sheet. If presented on a basis consistent with past reporting parameters, the pipeline measure at June 30, 2017 was C$1,150 million, and currently stands at C$810 million. Callidus has observed an increase in the prospects and deal pipeline, an encouraging sign given the goal to re-start growth. As noted previously, Callidus closed and funded a new loan during the quarter. Callidus continues to maintain a cautious approach in reviewing potential prospects as it has observed a rising number of deals being signed by competitors as credit dollars continue to pour back into the market • During the quarter, Callidus closed and funded a new loan representing approximately C$30 million (US$22.8 million) of facilities. As previously disclosed, Callidus has a term sheet of approximately C$330 million (US$255 million) signed back by a prospective borrower which is included in the estimated pipeline number and is the subject of ongoing due diligence. If due diligence is satisfactory, the term sheet is expected to convert into new loan facilities near the end of the third quarter. As previously disclosed, Callidus undertakes extensive due diligence before closing on a loan transaction and has historically closed on between 60% and 80% of signed back term sheets. There can be no assurance that the results of the due diligence will be satisfactory to Callidus • Net loans receivable decreased from the year end primarily due to the recognition of businesses acquired as a result of the acquisition of Bluberi in first-quarter 2017 (valued at approximately C$127 million) and Otto in second-quarter 2017 (valued at approximately C$92 million) 25 971

Yield Enhancements and Provision for Loan Losses • At June 30, 2017, the total recognized yield enhancements taken into income over the last two quarters totaled approximately C$5.8 million (or C$0.12 per share) • Provision for loan losses of C$3 5. 0 million was recorded in the statement of income for the cunent quarter. The majority (approximately C$28 million or 80%) of this provision related to the present value impact associated with the disposition of collateral that is expected to be fully realized over a longer period of time • During the current quarter, Callidus recognized a recovery of C$6.9 million under the Catalyst guarantee due to the recognition of specific loan loss provisions in the quarter. During the current year-to-date period, Callidus recognized a recovery of C$8.5 million under the Catalyst guarantee due to the recognition of specific loan loss provisions in the first six months of 2017

Normal Course Issuer Bid • fu January 2017, Callidus commenced a normal course issuer bid (the "NCIB") with respect to the common shares ( see news release dated January 25, 2017) • As at August 9, 2017, Callidus had purchased 1,259,730 Common Shares pursuant to the NCIB at a weighted average price of C$15 .3 3 per common share • Callidus intends to continue purchases under the NCIB as long as the common shares of Callidus continue to trade at a discount to Callidus' view of fair value

Changes to Credit Facilities and Liquidity • Callidus' primary sources of short-term liquidity are cash and cash equivalents and undrawn credit facilities. Assuming a participation rate for Catalyst Fund V of 75% and continued usual increases in our senior debt facilities, total liquidity as at June 30, 2017 would be able to support approximately C$300 million of new loans • The revolving credit facility was terminated on July 17, 2017 as there was C$nil outstanding at the end of the revolving period and beginning of the amortization period. As loan growth is restarted, discussions with potential lenders about a warehouse facility continue, with the objective of finding a replacement, flexible warehouse facility given Callidus' actively managed loan portfolio. Management believes it will be successful in obtaining an appropriate warehouse facility. Callidus has two facilities maturing in the next three months. Management believes that these facilities will either be extended or replaced

Callidus Response to False Allegations Published by the Wall Street Journal • On August 9, 2017, Callidus issued a statement regarding false allegations by supposedly "independent" individuals abusing the OSC whistleblower process. The allegations about Callidus and its majority shareholder, The Catalyst Capital Group me., were inesponsibly published by the Wall Street Journal even after a comprehensive briefing held with Wall Street Journal reporters 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 repmis 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

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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 • Callidus knows ofno legitimate basis for any whistleblower complaint. In fact, It is extraordinary that the media has been given copies of confidential whistleblower reports that neither Callidus nor Catalyst has ever seen. Callidus believes that those individuals, having failed in court, are filing deliberately misleading whistleblower reports with the Ontario Securities Commission 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

ChangestotheManagementTeam • Callidus remains committed fo the goal of doubling the loan portfolio over the next two to three years. In support of that goal, Callidus has added an additional senior Underwriter and Originator to the Management team • Geoffrey Zbikowski has joined Callidus as Vice President, Head of Originations - W estem Region. Geoffrey was previously a Managing Director with White Oak Global Advisors, LLC's Origination team. He is currently based in California and will primarily cover the US market. Geoffrey began his career in the Financial Restructuring Group at CIBC World Markets • Michael Pisani has joined Callidus as Vice President, Portfolio/Underwriting. Michael has broad experience across lending platforms and industries including asset-based, cash flow, franchise, manufacturing, transportation, aircraft, debtor-in-possession and real estate. He most recently served as Senior Vice President and Workout Leader for Wells Fargo Equipment Finance. Prior to I l that he was Vice President, Corporate Finance at GE Capital, and Assistant Vice President for CIT Business Credit Canada

Financial Highlights (for 3 Months Ended June 30, 2017) • As at June 30, 2017, gross loans receivable before derecognition was C$1,028 million, a decrease of C$286 million or 22% from December 31, 2016. The decrease was primarily due to the repayment of 6 loans totaling C$377 million partially offset by the funding of existing loans and the origination of a new loan in June 2017 • At June 30, 2017, there were 19 loans and the average loan amount funded was approximately C$54 million. This compares with 24 loans and an average loan amount funded of C$55 million at December 31, 2016. Net loans receivable decreased from year-end due to these repayments as well as the recognition of businesses acquired as a result of the acquisition of Bluberi Gaming Technologies Inc. in the first quarter of 2017 and Otto Industries North America Inc. in the second quarter of 2017, as these loans were removed from loans receivable and the companies were consolidated in the fmancial statements • Gross yield for the quarter was 11.2%, a decrease of 8.8% from the same quarter last year due primarily to lower interest rates charged on certain loans and lower additional fees in the current quarter • For the current year-to-date period, a total of C$7 .0 million of additional fees have been recognized in interest and fees and other in the statement of comprehensive income related to yield enhancements 27 973

• Provision for loan losses ofC$35.0 million was recorded in the statement of income for the current quarter. The majority (approximately C$28 million or 80%) of this provision related to the present value impact associated with the disposition of collateral that is expected to be fully realized over a longer period of time. Under IFRS, Callidus is required to: (i) account for the present value impact immediately as part of a loan loss provision and (ii) account for the accretion of this amount · in future periods through the statement of comprehensive income as interest revenue, meaning a C$28 million reduction in current period income which is expected to be fully recovered in future periods • During the current quarter, Callidus recognized a recovery of C$6.9 million under the Catalyst guarantee due to the recognition of specific loan loss provisions in the quarter • For the current quarter, the average loan portfolio outstanding was C$1,030 million, a decrease of C$117 million or 10% from the same quarter last year • The leverage ratio decreased from 40.4% at December 31, 2016 to 37.1 % at June 30, 2017 • For the current quarter, Callidus recorded a net loss of C$25.8 million primarily as a result of a higher provision for loan losses • Distribution ofUS$106.4MM related to Callidus IPO made in May 2014

28 974

Guiding Principles

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 ofrole 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.

29 975

This is Exhibit "48" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

976

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 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, KEVIN BAUMANN, JEFFREY MCFARLANE, DARRYL LEVITT, RICHARD MOLYNEUX, GERALD DUHAMEL, GEORGE WESLEY VOORHEIS, BRUCE LIVESEY and JOHN DOES #4-10 Defendants

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 ROSE, B.C. STRATEGY LTD. d/b/a BLACK CUBE, B.C. STRATEGY UK LTD. d/b/a BLACK CUBE, and PSY GROUP INC.

Defendants by Counterclaim

PRIVATE AFFIDAVIT OF JAMES A. RILEY SWORN ON DECEMBER 5, 2019 (Section 137.1(3) Courts of Justice Act Motion to Dismiss by the Catalyst Defendants by Counterclaim) 977 978

102. The West Face Press Release also announced that West Face launched a new

website at www.catalystlitigation.com “in response to numerous inquiries from

current and prospective investors, service providers and industry participants”. I

discuss this West Face website in more detail below.

(h) The First Investor Letter (August 14, 2017)

103. The West Face/Boland Counterclaim alleges that the following statements in a

letter sent by Glassman to the Catalyst Fund Limited Partnership II and II-PP

Investors on August 14, 2017 were defamatory:

“As a brief update on the West Face and Wind litigation, new facts helpful to the case have been discovered. These relate not only to their stand- alone behavior but also to possible interference and market manipulation involving West Face and others in Callidus.”

104. Newton Glassman’s letter to Catalyst’s Investors states:

“Dear Catalyst Fund Limited Partnership II and II-PP (the “Fund” or “Fund II and II-PP”) Investor: Catalyst continues to be excited about the existing Canadian distressed opportunity set and believes all of the work undertaken on behalf of its LPs will be rewarded handsomely. As a brief update on the West Face and Wind litigation, new facts helpful to the case have been discovered. These relate not only to their stand- alone behavior but also to possible interference and market manipulation involving West Face and others in Callidus. We are very concerned about materials from the Funds (Quarterly Letters and Annual General Meeting presentations) appearing in social media / other public media sources and becoming manipulated against the interests of the LPs. This is now more relevant as we are trying to monetize the investments in the Fund. Therefore, we are reminding LPs to

36 979

remember their confidentiality obligations as part of the LP Agreements (please refer to the confidentiality provision on the following page). Please feel free to contact the undersigned with any questions you may have, and thank you, once again, for your continued support. We remain committed to the Guiding Principles attached hereto as our commitment to you, our investors. Newton Glassman”

A copy of the First Investor Letter is attached as Confidential Exhibit 44.

105. As stated above, Catalyst is under an obligation to keep investors informed of

matters concerning the management, conduct and performance of the

investment Funds. Attached as Confidential Exhibit 45 is a copy of

Management Advisory Agreement dated April 21, 2006 between Catalyst and the

Catalyst Fund Limited Partnership II.

106. The August 14, 2017 First Investor Letter addressed the short and distort attack

against Callidus that began on August 9, 2017. As I explained above, the short

and distort campaign had a significant and material impact on Callidus’ share

price immediately following the publication of the online WSJ Article on August 9,

2017.

107. The August 14, 2017 Investor Letter informed our investors of new facts helpful

to its litigation regarding the WIND acquisition and possible market manipulation

involving West Face (and others) in Callidus’ shares. On August 11, 2017,

Glassman received an email stating that Callidus and Glassman were targeted

37 980

by a group of funds, including Boland of West Face, acting in concert, to short-

sell Callidus stock and spread false rumors in the marketplace.

108. Two days after the publication of the online WSJ Article and one day after the

publication of the print edition of the WSJ Article , Glassman received an email

sent on August 11, 2017 by Vincent Hanna at 4:55pm (subject: Attacks on

Callidus) that stated:

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 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. 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.

38 981

The August 11, 2017 email from Vincent Hanna to Newton Glassman is attached

as Exhibit 46. When Mr. Glassman received this email we felt obligated to

inform our investors about this new development.

109. Catalyst has obligations to inform its investors of material information such as a

short and distort campaign. The August 14, 2017 letter to Limited Partners in the

Catalyst Funds, was of significant interest and importance to our investors.

Shortly after the publication of the Wall Street Journal Article that devastated the

value of Callidus’ share price, the company was tipped off that it had been

targeted by a group of funds who were acting in concert to short sell Callidus

stock and spread false rumours in the marketplace to bring down Callidus,

Catalyst, and Newton Glassman and that the Wall Street Journal was involved in

this coordinated effort.

(i) The March 19, 2018 Investor Letter

110. The West Face/Boland Counterclaim alleges that statements in the March

Investor Letter that included portions of transcripts of recordings of conversations

with former and current West Face employees were defamatory. The

Counterclaim alleges that the natural and probable consequence of

disseminating the March 18, 2018 letter to investors was that “one or more of

those investors would likely further disseminate the March Investor Letter to

others, including the members of the media. That is precisely what happened”

39 982

This is Exhibit "49" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 983

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. 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 by Counterclaim

Court File No. CV-18-593156-00CL B E T W E E N:

THE CATALYST CAPITAL GROUP INC. and CALLIDUS CAPITAL CORPORATION Plaintiffs - and -

DOW JONES AND COMPANY, ROB COPELAND, JACQUIE MCNISH and JEFFREY MCFARLANE Defendants 984

TABLE OF CONTENTS

Page

A. INTRODUCTION ...... 16

B. CATALYST AND CALLIDUS ...... 17 (i) The Catalyst Capital Group Inc...... 17 (ii) Callidus Capital Corporation ...... 18

C. SHORT AND DISTORT CAMPAIGN ...... 21

D. THE SHORT SELLING ATTACK ...... 27

E. THE WALL STREET JOURNAL FRAUD ARTICLES ...... 35

F. THE CONSPIRACY ...... 35 (i) Introduction ...... 35 (ii) The Conspirators ...... 36 (a) The Guarantors ...... 37 (i) Darryl Levitt and Richard Molyneux ...... 37 (ii) Jeffrey McFarlane ...... 38 (iii) Andrew Levy and Richard Jaross...... 39 (iv) Gerald Duhamel ...... 40 (v) Kevin Baumann ...... 41 (b) The Short-Sellers ...... 42 (i) West Face and Gregory Boland ...... 42 (ii) Wes Voorheis ...... 43 (iii) Moez Kassam, Sunny Puri, Adam Spears and Anson ...... 44 (iv) Nathan Anderson and ClaritySpring Inc...... 45 (c) The Investment Advisor ...... 45 (i) Bruce Langstaff ...... 45 (d) The Reporters ...... 46 (i) Rob Copeland and Jacquie McNish ...... 46 (ii) Bruce Livesey...... 46 (iii) The Short and Distort Campaign ...... 48 (iv) Boland’s and West Face’s 2014-2015 Short and Distort Campaign ...... 56 (v) Boland/West Face and the Borrowers ...... 62 (vi) Attempts to Bring a RICO Action and Civil Claim against Catalyst and Callidus ...... 67 (vii) Scheme to make an OSC Complaint ...... 70 (viii) Collaboration among the Conspirators ...... 71

-i-

985

TABLE OF CONTENTS (continued) Page

(ix) The Whistleblower Investment Syndicate ...... 82 (x) The Complaint to the Police ...... 86 (xi) Rob Copeland and Nathan Anderson ...... 87 (xii) Short-Selling ...... 93 (xiii) Attempts to Publish the Existence and Substance of Complaints...... 95 (xiv) Southern Investigative Reporting ...... 101 (xv) Secrecy ...... 106

G. THE COMPLAINTS TO THE OSC AND THE POLICE ...... 108 (i) Introduction ...... 108 (ii) The Whistleblower Complaints ...... 110 (a) Shell Game ...... 110 (i) Bluberi ...... 111 (ii) Sherwood Hockey ...... 112 (iii) XTG ...... 114 (b) Conflict of Interest ...... 114 (i) Leader Energy...... 115 (ii) SFX Entertainment Inc...... 115 (c) Artificially Inflated Valuations ...... 116 (ii) Gateway Casinos ...... 116 (iii) Therapure ...... 119 (iii) The Criminal Complaints to the Police ...... 124 (i) Fortress ...... 124 (ii) XTG ...... 128 (iii) Esco Marine ...... 129 (iv) OSC Refilings and Correction of Errors List – Unrecognized Yield Enhancements.... 134

H. SIGNFICANT HARM TO CATALYST AND CALLIDUS ...... 139

I. THE VEXATIOUS LITIGANT ALLEGATIONS ...... 143 (ii) The Moyse Action ...... 144 (iii) The Veritas Action – West Face’s 2014 Short-Selling Attack ...... 148 (iv) The VimpelCom Action ...... 149

J. CATALYST AND CALLIDUS INTERACTIONS WITH MEDIA ...... 152

K. FALSE ALLEGATIONS REGARDING LEVITT’S EMAIL ACCOUNT ...... 162

-ii-

986

AFFIDAVIT OF JAMES A. RILEY SWORN ON MAY 29, 2020 (ANTI-SLAPP MOTIONS –SECTION 137.1 COURTS OF JUSTICE ACT - THE CONSPIRACY)

I, James A. Riley, of the City of Toronto, in the Province of Ontario, MAKE OATH AND SAY:

1. This affidavit is sworn in response to the motions brought by West Face Capital Inc. and Gregory

Boland; ClaritySpring Inc. and Nathan Anderson; Kevin Baumann; Jeffrey McFarlane; Darryl

Levitt; Bruce Livesey; Rob Copeland, Jacquie McNish and Dow Jones & Company, pursuant to

section 137.1 (3) of the Courts of Justice Act (collectively, the “anti-SLAPP Defendants”). I have

also sworn another affidavit that is primarily directed at the anti-SLAPP motions in the libel action

against Dow Jones & Company et al which I incorporate by reference into this affidavit.

2. The length of this affidavit is necessitated by the numerous allegations raised by the eleven anti-

SLAPP Defendants against Catalyst and Callidus.

3. For ease of reference, the following are defined terms used in my affidavit:

(a) “Alken Basin” means Alken Basin Drilling Ltd., a company that was engaged in water

drilling for the oil and gas commercial industry, of which Kevin Baumann was formerly the

president.

(b) “Anderson” means the Defendant, Nathan Anderson, who is in the business of filing

whistleblower complaints and shorting stock for profit and reward as the principal of

ClaritySpring Inc.

4 987 988

(iii) The Short and Distort Campaign

100. Before commencing the Conspiracy Action and as described further below, Callidus was the

subject of a prior short selling campaign beginning in late 2014 to mid-2015 by West Face and

Veritas.

101. Following the publication of the WSJ Fraud Articles, Catalyst and Callidus were alerted on

August 11, 2017 that a co-ordinated short selling attack caused Callidus’ share price drop

following the release of the WSJ Fraud Articles. Glassman received an email on August 11,

2017, from “Vincent Hanna”, informing him that he and Callidus had been targeted by a group

of funds whose goal was to “bring down” Callidus and Glassman by “acting in concert to short”

Callidus’ stock and spread false rumours in the market place.

102. This email was unsolicited. I have since learned that Vincent Hanna’s identity is Danny Guy.

Vincent Hanna/Danny Guy was unknown to me, Glassman, Catalyst and Callidus at the time he

sent his August 11, 2017 email. I have since learned that Danny Guy is a director of Harrington

Global Opportunities Fund who had invested in Concordia International Corp. (“Concordia”).

103. Concordia had been the subject of a short selling campaign in September 2015 and March 2016

by an alleged “cabal of short sellers” that included Marc Cohodes. Attached as Exhibit 37 is a

copy of a December 31, 2018 court decision regarding an application brought by Harrington

Global Opportunities Fund for a Norwich Order to obtain trading records in Concordia from

IIROC.

989

104. This unsolicited email specifically identified Langstaff of Canaccord; Boland of West Face;

Kassam and Puri of Anson; Cohodes, and others as part of a “cabal” that had co-ordinated their

efforts to have the WSJ Fraud Articles published and short Callidus stock:

Attached as Exhibit 38 is a copy of the Vincent Hanna email of August 11, 2017.

105. This information that Callidus and Glassman were the targets of a “co-ordinated effort” to short

Callidus and spread false rumours was corroborated during an examination of Levy held on

August 30, 2017. Levy testified under oath that:

990

This is Exhibit "50" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner 991

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 -

A N D B E T W E E N:

WEST FACE CAPITAL INC. and GREGORY BOLAND

Plaintiffs by Counterclaim - and –

Defendants by Counterclaim 992

AFFIDAVIT OF JAMES A. RILEY

(SWORN AUGUST 20, 2020 – Reply to Gregory Boland’s affidavit sworn on May 29, 2020 – Catalyst Defendants by Counterclaim’ Anti-SLAPP Motion)

I, James A. Riley, of the City of Toronto, in the Province of Ontario, MAKE OATH AND

SAY:

1. I swear this affidavit as one of my affidavits in reply to the affidavit sworn by Gregory

Boland (“Boland”) on May 29, 2020 included in the Anti-SLAPP Motion Record of

West Face Capital Inc. and Gregory Boland.

2. Boland has incorporated by reference the affidavit he swore on November 8, 2019

in support of the West Face/Boland Anti-SLAPP motion and recommends that this

affidavit be read before his May 29, 2020 affidavit (paragraph 4, Boland Affidavit). I

also incorporate by reference and rely upon the affidavits I swore on May 29, 2020

that responded to the West Face/Boland Anti-SLAPP motion.

I. INTRODUCTION

3. Boland’s affidavit contains numerous opinions and arguments that provide sound

bites for the media to further defame the Catalyst Defendants by Counterclaim in the

“court of public opinion”.

993 994

(b) The October 13, 2016 Press Release

139. Boland alleges that Catalyst’s October 13, 2016 Press Release made allegations

that “were substantially the same as the unfounded allegations that Justice

Newbould had rejected in the Moyse Action, and which His Honour had justified an

extraordinary costs award on a substantial indemnity basis” (para 23). In fact, the

October 23, 2016 Press Release comments on West Face’s Press Release issued

earlier that day regarding the ongoing litigation related to West Face’s acquisition of

WIND Mobile Corp. and our grounds for the appeal of Justice Newbould’s decision

in the Moyse Action. The October 2016 Press Release contained a Note to Editors

that provided a detailed summary of Catalyst’s Notice of Appeal of Justice

Newbould’s decision. The Note to Editors set out the Notice of Appeal’s errors of fact

and procedural fairness and the error of law in determining the spoliation issue

involving Moyse’s destruction of evidence in violation of a Court Order. The October

2016 Press Release also stated that the substantial indemnity costs award by Justice

Newbould ignored findings by Justice Lederer who issued an interlocutory injunction

against Brandon Moyse.

VI. THE FIRST INVESTOR LETTER (AUGUST 14, 2017)

140. Boland opines that:

“Riley asserts in paragraph 35 of his Affidavit that the First Investor Letter was disseminated by Catalyst in furtherance of its fiduciary obligations to keep its investors informed of matters concerning Catalyst's funds. However, the

45 995

accusations of misconduct made by Catalyst against West Face in the First Investor Letter were entirely false… (para 43)”

141. Firstly, the confidential August 14, 2017 letter to our investors did not attach or

publish the August 11, 2017 email from Vincent Hanna to Newton Glassman.

142. Secondly, although Boland opines that the allegations in the August 11, 2017 email

are entirely false, no Court has yet to decide on the merits whether West Face and

Boland participated in a conspiracy to harm Callidus. I have set out above examples

of interactions between Boland and West Face representatives and the co-

conspirators. Participation in this conspiracy does not require that a co-conspirator

take out a short position in Callidus stock. One of the elements of this conspiracy

was the “short and distort” campaign. “Short and distort campaigns” have recently

been identified as an abusive practice in the Capital Markets Modernization Task

Force Consultations Report (July 2020) attached as Exhibit 59.

143. Thirdly, the August 14, 2017 letter reminded our investors of their confidentiality

obligations and went so far as to reproduce the confidentiality provision in the letter.

The August 14, 2017 Investor Letter also provided our investors Callidus’ response

to the false allegations published by The Wall Street Journal (pages 26-27).

144. Boland includes the following sound bite in his affidavit: “To state the obvious, it is

entirely conceivable that the “Vincent Hanna email was sent to Glassman by some

shadowy figure at his request, or even sent by Glassman himself” (paragraph 56,

Boland Affidavit). There is nothing “obvious” in this false statement by Boland. The

996

August 11, 2017 email from Vincent Hanna was unsolicited. Vincent Hanna was

unknown to me and Newton Glassman at the time Vincent Hanna sent his August

11, 2017 email. I have since learned that Vincent Hanna’s identity is Danny Guy. I

note that in an affidavit sworn on May 29, 2020 by Gregory Boland he states that

Danny Guy denied being Vincent Hanna which denial occurred after Danny Guy

received a threatening letter dated January 14, 2020 from Mathew Milne-Smith of

Davies (attached as Exhibit “S” to Gregory Boland’s May 29, 2020 affidavit).

145. The unsolicited August 11, 2017 email correctly stated that we were targeted by

short-sellers – the share price of Callidus plummeted 21.4 % in the 31 minutes

remaining in the trading day on August 9, 2017 after the Wall Street Journal

published its online fraud article. We were under attack by short-sellers such as co-

conspirator Nathan Anderson.

146. There was a coordinated effort to bring down Callidus and Newton Glassman. West

Face participated in the conspiracy and the related short and distort campaign as

demonstrated above by the numerous interactions Boland and West Face

representatives had with other co-conspirators.

VII. THE MARCH 19, 2018 INVESTOR LETTER

147. Boland’s affidavit regarding the March 2018 “Privileged and Confidential Update –

Wind Litigation” letter to our investors states “…Catalyst can have had no reasonable

expectation that a letter of this nature that was so widely circulated would, in fact,

997

This is Exhibit "51" referred to in the Affidavit of DEBRA BILOUS, sworn before me, this 17th day of November, 2020.

______Maura O’Sullivan (LSO#77098R) Notary / Commissioner

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Kelso Peli-tareas a list of 44 t ties created 3 weeks ago See full cast » https://www.imdb.com/title/tt0113277/ 2/5 2/26/2020 Heat (1995) - IMDb IMDbPro View product ion, box office, & company info ~ 1000 lffll Storyline Ed t U\J To watch Hunters and their prey--Neil and his professional criminal crew hunt to score big money a list of 34 t ties targets (banks, vaults, armored cars) and are, in tum, hunted by Lt. Vincent Hanna and his created 28 Jul 2015 team of cops in the Robbery/Homicide police division. A botched job puts Hanna onto their trail while they regroup and try to put together one last big 'retirement' score. Neil and Vincent are similar in many ways, including their troubled personal lives. At a crucial moment in his life, 4Sam Neil disobeys the dictum taught to him long ago by his criminal mentor--'Never have anything a list of 24 t ties in your life that you can't walk out on in thirty seconds flat, if you spot the heat coming around created 11 May 2018 the comer'--as he falls in love. Thus the stage is set for the suspenseful ending .... Written by Tad Dibbern Plot Summary Plot Synopsis Kritiken a list of 39 t ties created 2 months ago Plot Keywords: gun batt le honor organized crime bank armored car robbery See All (203) »

Taglines: A Los Angeles Crime Saga See more » See all related lists »

Genres: Crime Drama Thriller Share this Rating Motion Picture Rating (MPAA) Title: Heat (1995} Rated R for violence and language See all certifications » Parents Guide: View content advisory » I IMDb 8.2,10 • l Want to share IMDb's rating on your own site? Use the HTML below. Ed t Details ::;:: Show HTML View more styles Official Sites: Official Facebook Official site

Country: USA 1 Language: En glish Spanish [M JserPolls Release Date: 15 December 1995 (USA) See more » Also Known As: Heat See more » One Word Is All You Need Filming Locations: Venice Boulevard at Georgia Street, Los Angeles, California, USA See more »

Ed t Box Office Favorite NBA Team (National Basketball Budget: $60,000,000 (estimated) Association)? Opening Weekend USA: $8,445,656, 17 December 1995 Gross USA: $67,436,818 Cumulative Worldwide Gross: $187,436,818 Most Intriguing Heist Movies See more on IMDbPro »

Company Credits Production Co: Warner Bros., Regency Enterprises, Forward Pass See more » Favorite Al Pacino Character Show more on IMDbPro »

Technical Specs Police Procedural Movies Runtime: 170 min Sound Mix: Dolby Digital SODS Color: Color (Technicolor) Aspect Ratio: 2.35 : 1 See full technical specs » Best Movie Starring Robert De Niro

Did You Know? Ed t

Trivia See more polls » Al Pacino revealed in Argentina when he performed An Evening With Al Pacino at the Teatro Colon, that when they had to rehearse the last scene, Robert De Niro told him: "No words". He still thinks that that was the right call. See more »

Goofs When Vincent in Air 18 contacts JJ in Air 40 wanting to know the whereabouts of Neil, JJ says Neil is "on the 105 heading east towards the 110 interchange." After Vincent gets into the car https://www.imdb.com/title/tt0113277/ 3/5 2/26/2020 Heat (1995) - IMDb on the Vermont on-ramp, they pass-through signs above the freeway clearly indicate they are 1001 traveling west on Highway 105, not east. See more »

Quotes [first lines] Construct ion Clerk: Check, charge, or cash? See more »

Alternate Versions The television version aired by NBC on January 3, 1999 was disowned by director Michael Mann and credited to "Alan Smithee" because, though Mann offered to reinstate 17 minutes of deleted footage in the film to make it fit a four-hour time slot, NBC decided to excise over 40 minutes of footage from the theatrical release in order to make it fit a three-hour slot (including commercials). See more »

Connections Featured in Avenged (2013) See more »

Soundtracks Top O' The Morning To Ya Written by Erik Schrody (as Eric Schrod), Leer Dimant (as Leon Demant) and Willie Dixon Performed by House of Pain Courtesy of Tommy Boy Records See more »

Frequently Asked Questions

Q: Why would Neil be so concerned about Chris' domestic problems? Why does he confront Charlene in the hotel?

Q: Were Pacino and De Niro ever in the same scene together?

Q: If Breedan was monitoring the police scanner in the getaway car why didn't he pick up on Vincent organising the roadblock via walkie talkie? See more »

User Reviews

----- One Of The Best Crime Films Ever 15 February 2006 I by ccthemovieman-1 - See all my reviews

I really believe this is one the great crime movies of all time. It has some drawbacks that wouldn't make me recommend this for family viewing - tons off- words by Al Pacino and a few bloody scenes, but as far as a fascinating crime story: wow!

This movie made modem-day history because it was the first time two of the great actors of this generation - Pacino and Robert De Niro - finally acted together in the same film. Those two didn't disappoint, either. They were great to watch and one of the huge highlights of the film, to me, was when they faced each other in a simple conversation over a cup of coffee. That conversation has always fascinated me, no matter how many times I've heard it. It was such a "landmark" scene that It's even the subject of a short documentary on the special-edition DVD.

As with the conversation scene, the shootout segment in the streets of Los Angeles still astounds me no matter how many times I see it. The other action scenes are intense and memorable, too, and the cast in here is deep. This isn't just Pacino and De Niro. It's Val Kilmer, Ashley Judd, Jon Voight, Diana Venora, Natlie Portman, Tom Sizemore, Amy Brenamann, Wes Studi, Ted Levine, Mykelti Williamson, on and on.

Put that fabulous cast under Michael Mann, one of the best directors in business, add a great soundtrack and interesting camera-work and you have a great film. At three hours long, it never bores one and at same time, doesn't overdo the action, either. I read one critic criticize this film because of the time taken to examine the personal lives of the main characters, but you can't have three hours of nothing but action. The only scene I felt went on a bit too long was the ending chase at the airport, but that's nitpicking considering the film as a whole.

This is just one of those movies where a great cast and director live up to their billing.

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