Court File No. CV-11-9532-00CL ONTARIO SUPERIOR COURT of JUSTICE COMMERCIAL LIST BETWEEN

Court File No. CV-11-9532-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

B E T W E E N:

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, c. C-36 AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION

______

SUPPLEMENTAL RECORD OF THE DIP LENDER (Motion Returnable: April 11, 2016)

______

April 10, 2016 CASSELS BROCK & BLACKWELL LLP Barristers and Solicitors Scotia Plaza 40 King Street West Suite 2100 Toronto, ON M5H 3C2

Timothy Pinos LSUC #: 20027U Tel: 416.869.5784 Fax: 416.350.6903 [email protected]

Shayne Kukulowicz LSUC #: 30729S Tel: 416.860.6463 Fax: 416.640.3176 [email protected]

Ryan C. Jacobs LSUC #: 59510J Tel: 416.860.6465 Fax: 416.640.3189 [email protected]

Lawyers for the DIP Lender TO: DAVIES WARD PHILLIPS & VINEBERG LLP Barristers and Solicitors 155 Wellington Street West 40th Floor Toronto ON M5V 3J7

Jay Swartz LSUC #: 15417L James Doris LSUC #: 33236P Natalie Renner LSUC #: 55954A Tel: 416.863.0900 Fax: 416.863.0871

Lawyers for Crystallex International Corporation

AND TO: STIKEMAN ELLIOTT LLP Barristers and Solicitors 5300 Commerce Court West 199 Bay Street Toronto ON M5L 1B9

David Byers Tel: 416.869.5697 Fax: 416.957.0866 [email protected]

Maria Konyukhova Tel: 416.869.5230 Fax: 416.957.0866 [email protected]

Lawyers for Ernst & Young Inc., in its capacity as the monitor AND TO: GOODMANS LLP Barristers and Solicitors Bay Adelaide Centre 333 Bay Street Suite 3400 Toronto ON M5H 2S7

Jay Carfagnini Tel: 416.597.4107 Fax: 416.979.1234 [email protected]

Robert Chadwick Tel: 416.597.4285 [email protected]

Celia Rhea Tel: 416.597.4178 [email protected]

Chris Armstrong Tel: 416.849.6013 [email protected]

Lawyers for Computershare Trust Company of Canada, in its capacity as Trustee for the Holders of 9.375% Senior Unsecured Notes of Crystallex International Corporation

AND TO: THORNTON, GROUT, FINNIGAN Barristers and Solicitors Canadian Pacific Tower 100 Wellington Street West, Suite 3200 P.O. Box 329, TD Centre Toronto ON M5K 1K7

John T. Porter Tel: 416.304.0778 Fax: 416.304.1313 [email protected]

Lawyers for Juan Antonio Reyes AND TO: NORTON ROSE OR LLP Barristers and Solicitors Royal Bank Plaza, South Tower 200 Bay Street, Suite 3800 Toronto ON M5J 2Z4

Robert Frank Tel: 416.202.6741 Fax: 416.360.8277 [email protected]

Ryan Hauk Tel: 416.203.4468 Fax: 416.360.8277 [email protected]

Lawyers for Forbes & Manhattan Inc. and Aberdeen International Inc.

AND TO: LENCZNER SLAGHT ROYCE SMITH GRIFFIN LLP Barristers and Solicitors 130 Adelaide Street West Suite 2600 Toronto ON M5H 3P5

Peter H. Griffin Tel: 416.865.2921 Fax: 416.865.3568 [email protected]

Lawyers for McMillan LLP

AND TO: ERNST & YOUNG INC. 222 Bay Street, P.O. Box 251 Toronto,ON M5K 1J7

Brian M. Denega Tel: 416.943.3058 Fax: 416.943-3300 [email protected]

Fiona Han Tel: 416.943.3739 Fax: 416.943-3300 [email protected]

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

David Cohen Tel: 416.369.6667 Fax: 416.862.7661 [email protected]

Clifton Prophet Tel: 416.862.3509 Fax: 416.862.7661 [email protected]

Nicolas Kluge Tel: 416.369.4610 Fax: 416.862.7661 [email protected]

Lawyers for the ad hoc committee of shareholders of Crystallex

AND TO: OSLER, HOSKIN & HARCOURT LLP Barristers and Solicitors 100 King Street West 1 First Canadian Place Suite 4600, P.O. Box 50 Toronto ON M5X 1B8

Alexander Cobb Tel: 416.862.5964 Fax: 416.862.6666 [email protected]

Lawyers for Greywolf Loan Participation LLC 1

Court File No. CV-11-9532-OOCL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

BETWEEN:

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, c. C-36 AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION

AFFIDAVIT

1, Hilary Fender, of the City of Toronto, in the Province of Ontario, MAKE OATH

AND SAY:

1. I am an Associate with the law firm of Cassels, Brock &Blackwell LLP, lawyers to the DIP Lender and, as such, have knowledge of the following matters.

I. BREACH OF CONFIDENTIALITY AGREEMENT BY SHAREHOLDERS

2. On December 18, 2014, this Court issued the Approval Order, a copy of which is attached hereto and marked as Exhibit "A".

3. Paragraph 6 of the Approval Order provided that subject to the execution of a proper confidentiality agreement, the Applicant or the Monitor may provide to counsel, and such stakeholders that executed such a confidentiality agreement, access to certain of the Applicant's confidential information and documents.

4. I have been advised by Jay Swartz of Davies, Ward, Phillips & Vineberg LLP, counsel for the Applicant, that following entry of the Approval Order, a confidentiality

Lega1~25148685.1 2 2 agreement was signed by Mr. Justin Fine, a member of the ad hoc committee of shareholders (the "Ad Hoc Committee") seeking Court approval of such committee.

Attached hereto and marked as Exhibit "B" is the confidentiality agreement executed by

Mr. Fine.

5. I have also been advised by Jay Swartz that a confidentiality agreement in the same form as the agreement signed by Justin Fine and attached hereto was signed by

Mr. Lyn Goldberg. Mr. Goldberg is also a member of the Ad Hoc Committee. Mr. Swartz has also advised me that Cowling WLG (Canada) LLP ("Cowlings"), counsel to the Ad

Hoc Committee, has not signed a confidentiality agreement with the Applicant.

6. I have accessed the Monitor's website and have reviewed the thirteenth report of the Monitor dated December 14, 2014 (the "Thirteenth Monitor's Report"). The

Thirteenth Monitor's Report is redacted to maintain the confidentiality of certain information. Attached hereto and marked as Exhibit "C" is the Thirteenth Report of the

Monitor in its redacted form.

7. I understand from Mr. Swartz that the unredacted version of the Thirteenth

Monitor's Report had only been provided to certain of the parties who had signed confidentiality agreements, including Ad Hoc Committee member shareholders Mrrs.

Fine and Goldberg. I have reviewed the unredacted version of Thirteenth Monitor's

-•.

8. On April 8, 2016 at 1:31 p.m., Delna Contractor, associate at Cowlings sent to the service list in these proceedings via email the reply factum of the Ad Hoc Committee (the

"Reply Factum") for their motion returnable April 11, 2016. I have reviewed the attached

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Reply Factum, which appears to contain or use information highly confidential information included in the Thirteenth Monitor's Report which had been redacted. Attached hereto and marked as Exhibit "D" is the email sent by Delna Contractor at 1:31 p.m.

9. On April 8, 2016 at 2:02 p.m., Mr. Swartz sent an email to counsel at Cowlings and

Cassels Brock &Blackwell LLP, informing Cowlings that the information contained in the

Reply Factum relating to the DIP financing had been redacted from the Thirteenth

Monitor's Report, such unredacted copies had been provided to certain of Cowlings clients pursuant to confidentiality agreements, and such clients were not permitted to share or publish this information. The email stated that this conduct was in breach of the agreement. Attached hereto and marked as Exhibit "E" is the email sent by Mr. Swartz at 2:02 p.m.

10. At 2:25 p.m., almost an hour after the unredacted Reply Factum was sent to the service list, and over twenty minutes after Jay Swartz informed Cowlings of the release of such confidential information, Nicholas Kluge, partner at Cowlings, sent via email to the service list an email stating that the incorrect, unredacted version of the Reply Factum had been served by way of the email from Delna Contractor at 1:31 p.m. The email requested that all recipients of such email delete the copy of the unredacted Reply

Factum, and stated that the correct, redacted version of the Reply Factum was attached.

Attached hereto and marked as Exhibit "F" is the email sent by Mr. Kluge at 2:25 p.m.

11. At 2:35 p.m., Mr. Kluge sent an email to Mr. Swartz, copying counsel at Stikeman

Elliott LAP, Cassels, Brock &Blackwell LLP and Davies, Ward, Phillips & Vineberg LLP, informing them that the correct, redacted version of the Reply Factum had been filed with

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the Court, and that the book of authorities containing the unredacted Thirteenth Monitor's

Report had not been filed with the Court but would be provided directly to Justice

Newbould. Mr. Kluge confirmed that the unredacted Report had been provided to him by an unnamed client "who had executed a confidentiality agreement." He further stated that the unredacted Reply Factum had not been circulated to any proposed members of the

Ad Hoc Committee, or any other person, and that Cowlings would maintain the confidentiality of the Thirteenth Monitor's Report and execute a confidentiality agreement if the parties wished. Attached hereto and marked as Exhibit "G" is the email sent by

Nicholas Kluge at 2:35 p.m.

II. FINANCIAL CONDITION OF VENEZUELA

12. It is a matter of public record that a number of news articles have been recently published remarking on the poor financial state of the nation Venezuela. In an article published by Bloomberg Technology on March 14, 2016, the author states that "swaps traders put the odds of Venezuela default in the next five years at 91 percent, the highest in the world". Attached hereto and marked as Exhibit "H" is the article published by

Bloomberg on March 14, 2016.

13. In an article published by the Financial Times on January 22, 2016, the author states that asell-off in Venezuelan sovereign bonds has pushed the price on benchmark

2026 debt to 37 cents in the dollar, a level considered a precursor to default. The article goes on to note that the cost of insuring Venezuelan bonds has tripled in the past 12 months. Attached hereto and marked as Exhibit "I" is the article published by the

Financial Times on January 22, 2016.

Legal"25148685.1 5 5

ALL OF WHICH IS RESPECTFULLY SUBMITTED this 10th day of April, 2016.

SWORN BEFORE ME at the City of Toronto, in the Province of Ontario on April 10, 20

Commissione for Taking Affidavits H Fender (or as maybe)

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Exhibit "A" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

~~~'~ ---

Commissioner for Taking Affidavits, etc.

Legal"25148685.1 7

Court File No. CV-11-9532-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

^THETK HONOURABLE MR. ) THURSDAY, THE 18th JUSTICE NEWBOULD ) DAY OF DECEMBER, 2014 )

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION (the "Applicant")

APPROVAL ORDER

THIS MOTION, made by the Applicant, pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this day at 330 University Avenue, Toronto. Ontario.

ON READING the motion record of the Applicant, the affidavit of Harry Near dated December 15, 2014, the supplementary affidavit of Harry Near dated December 16, 2015, the Thirteenth Report of the Monitor, Ernst &Young Inc. (the "Monitor") dated December 13, 2014 (the "Thirteenth Report"), and on hearing the submissions of counsel for the Applicant, counsel for Computershare Trust Company of Canada in its capacity as Trustee (the "Trustee") for the holders of Senior 9.375% Notes due December 23, 2011, issued by the Applicant (the "Senior Notes"), counsel for the Ad Hoc Committee (as defined below) and each beneficial owner of the Senior Notes that is part of the ad hoc committee of beneficial owners of the Senior Notes (as specified on Schedule "A" hereto) (the "Ad Hoc Committee") in all capacities, including, without limitation, as beneficial owners of the Senior Notes and, to the extent applicable, shareholders or holders of other equity interests of the Applicant, counsel for the DIP Lender (as defined below), counsel for Greywolf Loan Participation LLC, in all capacities, including, without limitation, as beneficial owner of the Senior Notes, shareholder, or other holder of equity interests of the Applicant ("Greywolf), counsel for the Monitor, and counsel for Juan Antonio Reyes: 8 -2-

SERV1CE 1. THIS COURT ORDERS that the time for service of the notice of motion and the motion record is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof.

LEAVE AND APPROVAL 2. THIS COURT ORDERS that the Applicant is granted leave to bring this motion.

3. THIS COURT ORDERS that the terms attached as Schedule "A" to the Near Affidavit are hereby approved in their entirety, expressly incorporated by reference into this Order and effective as though they were made herein (the "Terms").

4. THIS COURT ORDERS that any creditor or shareholder of the Applicant may request a copy of the Terms from the Applicant and the Applicant shall be permitted to provide the Terms to such party on such terms as the Applicant and the Monitor agree or on further order of the Court.

APPROVAL OF MONITOR'S THIRTEENTH REPORT 5. THIS COURT ORDERS that the Thirteenth Report of the Monitor and the activities as set out therein be and are hereby approved.

CONFIDENTIALITY 6. THIS COURT ORDERS that all materials filed in connection with this motion that have been labeled as "Confidential" (the "Sealed Materials") shall be sealed and not form any part of the public record in this proceeding.

7. THIS COURT ORDERS that the Sealed Materials shall not be copied or disseminated beyond counsel or experts previously authorized in this proceeding or to be authorized by the Applicant or by further order of this Court.

8. THIS COURT ORDERS that any party may apply to the Court on proper notice to all parties in interest to modify the provisions in paragraphs 6 and 7 of this Order and nothing in this Order shall be deemed to prejudice their rights to seek such modification or to assert that the Sealed Materials are not confidential.

9. THIS COURT ORDERS that, subject to the execution of an appropriate confidentiality agreement, the form of which is to be settled between the Monitor and counsel to 9 -3- the Trustee and Ad Hoc Committee, each acting reasonably, or by court order, and subject to any order made on any application of the Applicant or Monitor to prevent the release of any particular information or documentation, the Applicant or Monitor shall provide to counsel to the Trustee and the Ad Hoc Committee and to any other stakeholder that executes such a confidentiality agreement, access to the Applicant's information and documents, including (i) current, historical and future financial and accounting information; (ii) information and documents relating to the Arbitration Proceedings that the Applicant is entitled to disclose but not such information which in the opinion of the Applicant and the Monitor, each acting reasonably, should not be disclosed; and (iii) any other information and documents made available by the Applicant to the DIP Lender. Management of the Applicant shall also make themselves reasonably available from time to time to discuss the foregoing matters.

10. THIS COURT ORDERS that the Applicant and the Monitor shall have the right to explore all options and alternatives for any new financing for the Applicant and to explore all other options and alternatives for the Applicant with respect to its assets and property.

GENERAL

11. THIS COURT ORDERS that the Applicant or the Monitor may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

12. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States, including the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), to give effect to this Order and to assist the Applicant, the Monitor and their respective agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Applicant and to the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order, to grant representative status to the Applicant in any foreign proceeding, or to assist the Applicant and the Monitor and their respective agents in carrying out the terms of this Order.

13. THIS COURT ORDERS that each of the Applicant and the Monitor be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, including the Bankruptcy Court, for the recognition of this Order and for assistance in carrying out the terms of this Order. 10 -4-

14. THIS COURT ORDERS that this Order and all of its provisions are effective as of 12:01 a.m. (Toronto time) on the date of this Order.

)MTO

DEC I 9 2014 11

SCHEDULE 00ADB

BENEFICIAL OWNERS OF SENIOR NOTES PART OF AD HOC COSVUVHTTEE

1. QVT Fund LP

2. Quintessence Fund LP

3. Greywolf Loan Participation LLC

4. Outrider Master Fund, LP

5. Ravensource Fund

6. Stornoway Recovery Fund LP 12 iN MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, c.C-36 AS Court File No: CV-11-9532-OOCL AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION

ONTARIO SUPERIOR COURT OF JUSTICE - COMMERCIAL LIST

Proceeding commenced at Toronto

APPROVAL ORDER

Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, ON M5V 3J7

Jay Swartz (LSUC #15417L) Bryan D. McLeese (LSUC #55607C) TeL 416.863.0900 Fax; 416.863.0871

Lawyers for Crystallex International Corporation 13 -1 -

Exhibit "B" to the Affidavit of Hilary Fender, sworn before me this 10t" y of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal`25148685.1 ~~~ 14

CQNFID~NTIALITY AGR.~~IVI~N'~'

1. 12ECITALS;

{a) WHEREAS o~ Decembex.23, 2011, an Initial Qrder ~c~vas obtained by Crystallex Xnteri~atianal Cpzpor~ti0n ("Grystallex") pursuant to the Companies' Creditors Arrangement Act, in Court. file ~V~11-9532-00CL :(the "Canadian Reorga~nizatiau Pt~oce~di~xgs").

(b) VJI~EIZEAS the Initial.0~~er. autfiorized ~xystallex, as a.fbr~i repx~sent~ti~ve to apply to the United States Bankruptcy Court for the Dist 7ct of T~~laware for relief pursuant to tk~e United States Bankri~i~tcy Code, ll ~.7:S.C, §§~01-1330 (t~~~ "}~ankru~tcy Cbde") and Grystallex has filed a voluntary ~~titian for provisional and final relief iii aid of a foreign. pi~aceeding pursuant to Chapter 1 S n~ ~li~ Bankrupted Code (the "US Rear~anization ~'raceedxngs" and together with:the Canadian R~4rganizaton Proceedings, the "Reorganization Proceedings"),

(c) V~H~REAS iia, tkie IieorgaXaization Proceedings Grystall~x~ has delivered and continues to deliver certain affidavits acid other material Which contain highly confidential information pertaining to its businesses which, i~rz~ade known to.the public, will cause irreparable harm to Crystallex.

~d) WHETt~AS the Ite~ pient Party (d~~'in~d Below) liar asked tb obtain con~aeiztial infarznatian Which, if mach ltnawn to the public,. will cause itreparahle hari~i to Czystalle~.

(e) W13ER~AS Crystallex has ~l~d cerCain information xn connection with the Reorganization- Proceedings which is oY~ly available to stakeholders wl~a axe pzepared to sibn confidentiality agree~neiats:acce~table to Crysta~lex,

(~ 'WHEREAS the. Recipient Party wishes to receive infaz~mation in Gannectxon .with the Reorganization l~~~oceedings, which infarzxaatiozi ~ryst~llex z~egard~ as Coilfidentia~ OT prOpTietaxy, and which it is entitled to protect,

(g) VWI-~ER~?AS tk~e Recipient Party has r~preserzt~d tiliat die acts fcir and on beY~alf pf Xadaxap Pai'tnez~s, L~,C, Nemesis Partnexs, LLC and, ~(emesis partners I, ~,LC (cp}l~etivsly, the `4Securityhalders") aald tl~~t. Mich entities ,ctu•rently pvv~a outst~idin$ shares ar notes issued by; Cry~talTex and has prp~vid~~i prdaf of awnc:rship ofsuch and C~ystall~x has relied upon such repxe~eiitati~~s. (h) VVI~ER.EA,S the Recip Brit Party k~as ackanowledg~d and ~g~eed that as a result of tk~~ recent of Can~d~nt a~ Infox~~ction (~s defln~d. ~elo~) h~ and Elie Seeu~xtyholders mad become restricted from trading in fh~ s~c~xiti~s of Cr~stalle~.

Torn; 3163761,1 15

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2. TERIVMS:

(a) Defined Terms. Ixs this Co~.dentiality Agreement:

(i) "Cdb~dential Info~rtp~tian" riiearis tl~e information ~ commiiniicateci by ~xystallex ox its. advisors. or ethers to the iteai~i~n~ P o~ his Deaignatec~ Cotu~,sel which his not been filed. in ~ public ,record, .and. ~ i~~format~on contained'in, .aff"~davits; exhibits or other filings d~sigt~etl and rri~rked as cor~fid~i~tial or redacted liy Cxystallex or others..

(ii) "Designated. Counsel" rnearis'the individual lavvye~s, shtdents~at~law, law cIerl~s and assistants .at the. Iar~v ~rm(s)•retained b~ Keeipierit ~'~rty or the Seaixrity~iolders i~ the R~~trirctuxing Proceedings. aid who Have b~eia identified to Giystall~~c:

(iii) "I2ecpe~t P~rty'r means the uridexsignsd party designated as the Recipient Party.

(iv) ~~Cor~rt" means the Qntaria Superior Court of 7ustic~.

(v) "Coiafidenfial Filing" means .the filing of any document or disclosure of any information. in the Restructuring Proceedings : that refers to Cori~dentiat Infarmatian.

(vi) "Arbitration" means the 'arbitration commenced by Crystalleit against the G~ver~nment: of Venezuela }~~ way of bequest.for Arbitration dated ~ebruar~y 16, 2'011 .made to the Additional .Facility bf the Irite~national Centre for the'Settism~nt.off investment Disputes.

(bj Restrdctions on Access.antC Use.

(i) Qn floe request. ~f Designated Counsel or the i~ecipi~nt Part, Crystallex may pr~~vi~e a hard aap~ o~ Confidential Infoiznatiaxi whioh has been filed with .the. Court on a redact~~ basis to Aesig~ated Gaun:sel or the ~Z.ecipient Party or both ofthem.

'. (ii) Na reproduction of any kind;. wl~eth~~ in ~iand~written, audio ar ~lectr~nic form, nay be made of the Con~dentiial Infurm~tion, except that Designated Counsel and Recipient Pax~tiy inay Greaie handwritten notes, which shall be treated as Cozifident al Infor~ilation, or typed Hates, whzch,: shall be heated as Con~c~eiltial Pleadings, as defined below, iii that tk~ey ri'~ay be c~•eated aid retained by Desi$natecl Counsel o~• Recipient Party in its doeunlent management systems, provided ~tli~t it is passw4xii.pratected so that only I7esignat4d Counsel or .Recipient Warty (and .his assistaMt) shall ha'~s access to tli~mi,

ToNt; 31637b1.] 16

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(iii) A,eGess to any Coi~~d~ntial ~x~farmatXan shall only be granted to Desi~ziat~d Counsel ~oncs the ~t.~cip east ~' has delivered 'an executed copy. vf~ this agre~nnent to Czy~tall~~z., B~ receiving ~GC~SS ~0 the Co~ifdential Irifarmatzon, the Recipient Party is not warranting that he will in feat aaaes~ such Confidential Tnfbxmation, aril nbtk~ing in .this Confidentiality Agreement requires the Recipient Party to access the Corifrdential Tnforinatzon.

{iv) The Confidential Tnformatiori sha11 be kept strictly cor~fidenti~l ~iici will not be clis~l~sed ~o axiyone ~by the Recipient I'~rCy or the .Designated Ca~risel (save for' disclosure to the Recipient Paxty and ~Sis ass~~tant), except as required bye la'w, (v) The Cpnfid~ntal ~nfpz~natioan shall not be used fox any purposes athex than use in the Restructuring I~roceedin:gs, exc~px as required b~ law. (vi) Any docuznenit xef~rrit~g to tha Co~i~dential information shall ~~m~in iri a secured environment within Designated Counsel's ~~'fic~ or ReGi~ grit Party's office. No copy may ~b~ gent off-site without the px or wriYte~ canse~tt of Cryst~ll~ac. (vii) Wifihin ninety (90) clays of the final resolution of the Reoxganizatio~ Pxoa~edirigs, i~c~ud i~g day appeals th~r~frozia., Desi~i aced Counsel and Recipient I'~rty shad ccinfirir~i tY~at all anpies of any document referring to the Confidential Tnfarmation have been aretuxned to Crystallex. (viii) Tf a Securityholder ceases to hold sea~rities of Crysta~lex, the Recipient Party shall forthwith notify Crystallex and thereafter such Security holder. shall no longer be provided. with Confidential Inforinatip~. If all of flee Securityholdez•s cease to hold Securities of Ciystallex; the Recipient Party and J7esignat~d Counsel shill forthwitki xetuzn to Crystallex all copies of any document referring to ~onfid~ntial Information aid co~.firm •tk~e same in writing: (ix) Notwithstanding the return ci£ any daottrixents, the canfi~ez~tialit~ obligations o~'the Recipiaz~t PairCy and ~esig~nat~d .Counsel slaal~ aoiatiriue.

(c) G'onf~'tlentdal Infor►~n~tiorc.X~cli{ties .11~r~terdrzl Not-PriC~Cic Xriforrrtc~r~t~n.. The Recipient Party, acknowledges:that. the Confidenti~I Information includes rri~.teria~ non-pt~blia anfQzrnatior~ and acknow~eciges aid agrees thaC it is aware that C~t~ad an securities laws and ath~r securities laws impose pertain restrictions with respect to the cammuni~~.tian of material nbr~-public infaizinatian at~d with respect to tl~e. ~purehase aid sale of securities of air issuer by ~ person who has received rriatexz~l non-ptitblic.inforniation,and the ~2.ecipient Party agrees to abide by s~ieh Canadian securities la~s.and other securities la'~vs.

Tor#; 3163761.1 17

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(d) Use ofPubldcly ~lva~lable Information. Nothi;~g in this Agreezn~ent shah prevent the Recipient Party or T~~signated Cotuasel fxom .making, u~~ o£ irifarmat on which;

(i) was lar~fully'and without Iegal restriction in theix ~ossessic~n przar to the date of this Agreement and which tk~ey would b~ able tQ disclose to tie. pub~ie,~ithout breaching any con~id~s~tiality obligation; (ii) was already in the pulilxc: domain at the time ~i.i~iiisbed tk~rou~h na act or of oxnissioz► by the Designat~cl Counsel or tl~e Reoipieiit Paxty' iri vialatioz~ this Agreement; or (iii) has been deterniined to npt~be confidential by the Court. (e) Preparation of PCead~ngs.. The Recipient. early aid Desigi~.ated ~aur~sel xnay refer to tie Confidential Informatio~l in dacurnants for filing r~ith the Court (a "Confidential Pleading"), A Confidential Pleading shall be treated as Confidential Information, except that an electronic copy ~f a Confidential Pleading may be created and retained by Designated Counsel c~~ 1~.ecipient Party in its docun~zent maran~gernenf system, prq~vided that the Confidential Pleading is passwoxd p~atected sQ that only Aesignated Counsel and Recipi~ixt Pa~ty'(and his assistant) skial~ have access to it. No other el~etranic dacun tints may be prepared which oo~ntai~ Gan~ideritial Sn~oznaatian, ~~ccept fax delivery or electrbnia mail directly be'tvveen Designated Counsel and ~e~ipie~t Party, Confidential Pleadings z~nay not be transferred in ariy mariner axed must reside ani~ iri the document management system o£Desigria`ted Counsel or Recipient T'arly.

(f~ Reference to Canfidet~lral Iriform~i~tdpn ~n Court. Vl~henev~r Confidential Infarzia~tzari is .ta b~ referred to during a Curt hearing cau~sel shall notify the Court and request that portion of the hearing to be held "xn eaxxier~.",

(g) Rernietld~s at Law May Be Xnad'eq~uc~te. The Recipient Party acknawladges that remedies at Xavv may be inadequate to Crystallex :against any. actual or thr~aten~d 6r~~ch b~ the Recipient P~rt~ of this A.~xeeineiat,~ Accoxdingly, and without prejudice to the rights and remedies otherwise available to Cxystallex, Ciystallex sha11 be entiti~d to seek equitable relief by way oi':injunction ax otherwise if the Recipient Party or any Secur tyha~d~r breaches ~x threatens to bxeach atiy of ths. provisions of this Agreeinerit: (h). ~overn~ng ~ay.and Tt~risdi~tfon. 'his Canfide~tialry. ,A~re~z~~i~t is gav~z~ed ~iy and is .t~ ~c cp~stz~ued and Trite p~et~d in accordance :with the ,lbws ~~ ~ the Province of Q~,~aria and the law's of Canada.applicably iii the I'irvvince ~f O~tariA. Each of the garCies hereto ixrevoaably submits to the e~talusive jurisdiction of the courts of the Province o~(Jntaxio,

TorN; 3163761.1 18

.5.

(i) Cor~r+ter~at7~. This a~r~~nerit. day lie signed in.eount~rp~rrs,~ which together SY~~.COl1StlttltL' Oti¢ A~,TG~II1~IIt, .

~j) 4raler. Sho~i1~ Grystall~~c s~k a pxotec~i~v~ oxder in. t},~~ R,estrticturing 1~roceedtugs subskantiallq ixt xh~ ~t~i~,~n ~tt~cheii as ~~ibit ~~A~~, the ~~tecipaent Party sh~a11 fat appose. ~hoc~ld~ihe ~it~~ipxent ~'arty:seele' ~o in~ke a Coi ~ic~enki~l. Fi]ira~> the Recipient'1'arty sh~11 give notice to ~~rys~allex ~d~qu~te tv e~abl~ CrystaUex to obt~ia ~a oxdex substantially in Otte £prin attaQ~t~i as Exb bit ••A'•, gr.the Re~ipiei~t Party will, obtain an drdsr ~n notice to ~z~y~stallex su~bstaxitial ian tie form ~tta~ as ~~ibit '•A•• . 1"~tte R.~cipi~~.t~;Pa~ry shall snot ixialCe.ax ~ Gan~deif~.a'l Fil aa~~.in ~V~T1CC Q~ Qj?'kAIA]Il~, Ate pxt~4T 5~1~~S 1.x1 1x1 ~Ol'11'~ ~1~CI'lt'C~~ t~.'i ~?C~1~71t'rA":

.. . . Each dfthe wtdeirsi~neci~ agree-tb the.above tcz~us this dad of December; X014: CRYSTA~;~,~~ IN`xERNATTONAX. . ~ CORPQ~tATION ~ •..

e'er• N.ar~e; Title: ~ ~ '

Z have a~utharity'to b~ ~d the Company.

1't~'ts clay of Decet~ber,20Y 4.

J~us~ Figs, psrsnnall~ _arid as agent far ~adarap 1'art~ners, Li;~., Nemesis ~'art~iers L,LC Neir~esis P~rCners - I, LLC (tlie "R~eipient ~nt1~ariy"

more: sy6s~6r.r 19

~KH`IBXT A Court file No. GV-11-9532-QOCI;

ONT~iRlO SY7PEItIOX2 COURT OF JUSTIN ~011~lVXERCIAL LIST

~'HE HQI~OURABI~E. JUSTICE ) ~N DAY;'SHE ~I T)AY Q~ ~ ., 201.E

IN T~iE IvIAT'TER O~'~'T'H~ CC~M.1'ANIES' ~'K.~DITORS:ARRANCrE,MENT ACT,19$S, c.~~36 t~S AMENDED ,AND 1N THE Iv1ATTER d~ A PLAN (~~' CC7NIFRbMIS~ C?Tl. AR.RA,NGE1v1EN~T QF ~R'~STALLEX INTERNATIONAL CORPORATION (tl~~ "Applie~nt")

PRQTECTY'VE ORD~Tt

TITS MQTZQN, made by Crystalle~ Intez~ri.at axial Cn~poration ("Crystall~x") far a pxatective ordex vv~s hard this day at 330 University A.ve~ue, Toronto, Ontario.

4N HEARING the .submissions of counsel fox Gxystallex a.~ci oii being .advised tihat M do not appose the confie~ts of the order:

1. THIS ~(OUI~.T(aRDERS that the te~rai "Can#"ident ~l Inforirn~ation".used in .this Order shall have the same riieanzng as in the can~identialxty agxeeinent attached h~reta as `

2. 'I'H~S ~t3U~T ORDERS AND DIRECTS the patties to the Confide~ati~lfty Agreement to comply wifh their ob~xgatio~s tl erei~.

3. 'TITS ~bURx. U17.U~RS that the Con~dex~tial Z~forin~fiQn sli~ll npt form any part of the public record in this action..

Tares; 3163761.1 20

.~_

4, THIS CbUR'T QRDERS that any Confidential. Inforination shad only be sent directly to the Judge hearing any part ~f this.proceeding. Such materials shall beat the statement:

"T~T~ D4Ct,7MENT TN TX-TIS EN~V~LOPE TS CONFIT~ENTTta.L AND SUBJECT Td A ~'RC7'TECTTV'E ORDER" and shall npt be filed with the'Court or be rriade ~v~ilable far inspection by anyone other than the Judge hearing this matter,

5, TINS COURT ORDERS that to tl~a e~ctent that Can~de~atial Znforxriation is referred to during any hearing in this nriatter, those portions of the hearing shall be held "in camera".

6. THIS COU~2T C11~llEI2'S that ~p4n settletnerit or final judgemenf, all copies of Confidential Tnforxnation: iritroducecl into evidence iri~ this proceeding shall be retiu~ned by the Judge hearing the xriatter to the solicita~s far Crystallex.

'7. TES COURT ORDERS that the partzes may apply to t~Ze Court- for modification of this Oxder and nothing in this Order shall be deemed to p~ejudi~e tYisir rights to seek such madi~cation. Notwithstanding the provisions of il~izs paragraph, the parties agxee not to assert that information designated as Confidential Tnforrnatiori is, not confidential.

8. THIS COURT ORDERS that nothing in this ordex shall supersede the obligations of the parties under the Confidentiality Agreement.

TorN; 31637b1,I 21 -1 -

Exhibit "C" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal~25148685.1 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 -1 -

Exhibit "D" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal'25148685.1 39 Waugh, Stephanie

From: Contractor, Delna [[email protected] Sent: Friday, April 08, 2016 1:31 PM To: jswartz@dwpv,com; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Kukulowicz, R. Shayne; Jacobs, Ryan; Wunder, Michael; [email protected]; todd,j.am [email protected] Cc: Prophet, Clifton; Kluge, Nicholas; Cohen, David Subject: RE: Grystailex -Court File No. 11-9532-OOCL -The reply factum of the proposed committee of shareholders Attachments: Crystallex -Reply Factum of the Committee of Shareholders.pdf

Good Afternoon,

Find attached the reply factum of the Moving Party.

Regards,

Delna Contractor Associate

+~L~Frl~ '+`~

7 +1 416 $62 4322 My Assistant: Holly Dean, T +1 416 862 4362, holly.dean gowlingwig.com Dowling WLG (Canada) LLP 1 First Canadian Place, 100 King Street West Suite 1600 Toronto, Ontario M5X 1 G5 Canada gowlingwlg.com

Tile information in this email is intended only for the named recipient and may be privileged or confidential. If you. are not the intended recipient please notify us immediately and do not copy, distribute or take action based on this email If this email is marked personal' Dowling WLG is not liable in any way for its content. E-mails are susceptible to alteration. Dowling WLG shall not be liable for the message if altered, changed or falsified.

Dowling WLG (Canada) LLP is a member of Dowling WLG,an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at www. a~ wlingwl~com/legal.

References to 'Gowlirlg WLG' mean one or more members of Dowling WLG International Limited and/or any of their affiliated businesses as the context requires. Dowling WLG (Canada) LLP has offices in Montreal, Ottawa, Toronto, Hamilton, Waterloo Region, Calgary and Vancouver. 40 -1 -

Exhibit "E" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal*25148685.1 41

Pinos, Timoth

From: Swartz, Jay [JSwartz~a dwpv:com] Sent; Friday, April 08, 2016 2:02 PM To: [email protected]; Kluge; Nicholas ([email protected]) Cc: David R. Byers (dbyers@stikeman,Gom); Jacobs, Ryan; Pinos, Timothy; Renner, Natalie; Maria Konyukhova Sub}ect: FW: Crystallex -Court File No. 11-9532-OOCL -The reply factum of the proposed committee of shareholders Attachments: Crystallex -Reply Factum of the Committee of Shareholders.pdf

Your factum indicates that your book of authorities will contain the 13t" report of the monitor This was filed an a redacted. basis. The numbers in your factum relating to Tenor's share of the net arbitration proceed were redacted. Certain of your clients eeceived unredacted copies of the report pursuant to confidentiality agreements. They were not permitted to share this information and were certainly not permitted ,either directly or indirectly, to publish it. Your conduct is in breach of this agreement and reflects another reason why the court should not sanction your committee or you as counsel.

~~~

Jay Swartz ~ aio

155 Wellington Street West T 416,863,552Q Toronto, ON M5V 3J7 jswartz~dwpv.com

DAVIES WARD PHILLIPS & VINEBERG LLP

This e-m~i! may ct~nt~in canfidentia! irrfarmaticrn ~Yiich rriay be prot~:ct~:d by legal privilege. I~ you ~r~ nit the intended recipi~r~t, please im€nediat~3y ric~fify us by re~sly e~•maii ar key teieph~ne (cc>tler.,P. if neeessaryj, delete this e-mai! end destrny any copies. ~~. From: Contractor, Delna [maiito:Delna.ContractorCa@gowlingwiq com] Sent: April 8, 2Q16 1:31 PM To: Swartz, Jay; Macfarland, Natasha; dbversCa~stikeman.com; mkonyukhovaCc~stikeman.com; [email protected]; [email protected]; crheaCc~goodmans.ca; carmstrongCa~goodmans.ca, jporterCa~tafi.ca; robert,frankCc~nortonrose.com; rvan,hauk~a nortonrose,com; pgriffin litigate.com; skukulowiczCa~casselsbrock.com; riacobsCp>casselsbrock.com; mwunderCc~casselsbrock.com; brian.m.denegana ca.ey.com; todd~j.ambachtsheer~a ca ey.com Ccc Prophet, Clifton; Kluge, fVicholas, Cohen, David Subjects RE: Crystallex -Court Fife No. 11-9532-00C1. -The reply factum of the proposed committee of shareholders

Good Afternoon,

Find attached the reply factum of the Moving Party.

Regards,

Delna Contractor Associate ~. ~~~ «. 42 T +1 416 862 4322 My Assistant: Holly Dean, T +1 416 862 4362, holly.deanCa)aowlingwlg.com

Gowing WLG (Canada) LLP 1 first Canadian Place, 100 King Street West Suite 16Q0 Toronto, Ontario M5X 1 G5 Canada gowlin~„wis~.cam

The information in this email is intended only for the named recipient and may be privileged or confidential. If you are not the intended recipient please notify us immediately and do not copy, distribute or take action based on this email. If this email is marked'personal' Dowling WLG is not liable in any way for its content. E-mails are susceptible to alteration. Dowling WLG shall not be liable for the message if altered, changed or falsified.

References to 'Dowling WLG' mean one or more members of Dowling WLG International Limited and/or any of their affiliated businesses as the context requires. Dowling WLG (Canada) LLP has offices in Montreal, Ottawa, Toronto, Hamilton, Waterloo Region, Calgary and Vancouver.

2 43 -1 -

Exhibit "F" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal`25148685.1 44

Waugh, Stephanie

From: Kluge, Nicholas [Nicholas. [email protected]] Sent: Friday, April 08, 2016 2:25 PM To: Contractor, Delna; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; rchadwick@gaodmans,ca; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Kukulowicz, R. Shayne; Jacobs, Ryan; Wunder, Michael; [email protected]; [email protected] Cc: Prophet, Clifton; Cohen, David Subject: RE: Crystallex -Court File No: 11-9532-OOCL -The reply factum of the proposed committee of shareholders Attachments: Final Crystallex factum redacted-TOR_LAW-8921461-v1.pdf

Ail, the incorrect, unredacted version of the factum was served by way of the email below. Please immediately delete all COTS O~ tI1~~ V~t`Sibil. The correct, redacted version is attached.

Nicholas Kluge Partner T +1 416 369 4610 F +1 416 862 7661

From: Contractor, Delna Sent: Friday, April 08, 2016 1:31 PM To: ;jswartz dwpv.com; nmac~ariandCa~dwpv.com; [email protected]; mkonyukhova stikeman.com; icarfac~niniCc~goodmans.ca; rchadwickCa~goodmans.ca; [email protected]; carmstrong~a goodmans.ca; [email protected]; robert.frank nortonrose.com; r~an.haukCa~nortonrose.com; pariffinsa~litigate com; skukulowicz~casselsbrock.com; r~aeobs~_c_asselsbrock.com; mwunderCa~casselsbrock.com; brian.m.dene a ca.e .com; todd.j.ambachtsheerCa~ca.~.com Cc: Prophet, Clifton; Kluge, Nicholas; Cohen,. David Subject: RE: Crystallex -Court File No. i1-9532-OOCL -The reply factum of the proposed committee of shareholders

Good Afternoon,

Find attached the reply factum of the Moving Party.

Regards,

Delna Contractor Associate

T +1 416 862 4322 My Assistant: Holly Dean, T +~ 416 862 4362, holl .dean owlin wl .com cowling WL.G (Canada) LLP 1 First Canadian Place, 100 King Street West Suite 1600 Toronto, Ontario M5X 1G5 Canada gowlingwig.com 45

The i~~formation in this email is intended only for the named recipient and may be privileged or confidential. If you. are not the intended recipient please notify us immediately and do not copy, distribute or take action based on this email. If this email is marked'personal' Gowling WLG is not liable in any way far its cantant. E-mails are susceptible to alteration. Gowling WLG shall not be liable for the message if altered, changed or falsified.

Cowling WLG (Canada) LLP is a member of Cowling WLG,an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at www. og wlilagwl~com/legal.

References to 'Cowling WLG' mean one or more members of Cowling WLG International Limited and/or any of their affiliated businesses as the context requires. Cowling WLG (Canada) LLP has offices in Montreal, Ottawa, Toronto, Hamilton, Waterloo Region, Calgary and Vancouver. 46 -1 -

Exhibit "G" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

. _. ,f~ ~~i~ __ Commissioner for Taking Affidavits, etc.

Legal'25148685.1 47

Pinos, Timoth

From: Kluge, Nicholas [Nicholas.Kluge@gowl ngwig.com] Sent: Friday, April 08, 2016 2:35 PM To: Swartz, Jay; Prophat, Clifton Cc: David R. Byers ([email protected]); Jacobs, Ryan; Pinps, Timothy; Renner, Natalie; Maria Konyukhova; Contractor, Delna Subject. RE: Crystallex -Court File No. 11-9532-pOCL -The reply factum of the proposed committee of shareholders

Jay, you will have seen the recall nptice just sent. The correct, redacted version was filed with the caurt this afternoon. Also, the book of authorities containing an unredacted version of the 13t" Report was not filed with the court but will be provided directly to His Honour.

The unredacted faetum was not circulated to any members of the proposed committee.

The unredacted 13t"...report was provided to us by a client, who had executed a confidentiality agreement, in our capacity as counsel that client. That report has not been circulated to any other persons. We are happy to execute a confidentiality agreement immediately if you wish us to do so, but in the meantime will maintain the confidentiality of the 13th report and its contents.

Nicholas Kluge Partner T +1.416 369.4610 F +1 416 862 7661

From: Swartz, day [mailto:JSwartz@dwpv,com] Sent: Friday, April 0$, 2016 2:02 PM To: Prophet, Clifton; Kluge, Nicholas Cc: David R. Byers ([email protected]); Jacobs, Ryan ([email protected]); Pinos, Timothy. ([email protected]); Renner, Natalie; Maria Konyukhova Subject: FW: Crystal{ex -Court. File No. 11-9532-00CL -The reply factum of the proposed committee of shareholders

Your factum indicates that your book of authorities will contain the 13t" report of the monitor This was filed on a redacted basis. The numbers in your factum relating to Tenor's share of the net arbitration proceed uvere redacted. Certain of your clients received unredacted copies of the report pursuant to cgnfidentiality agreements. They were not permitted to share this information and were certainly not permitted ,either directly or indirectly, to publish it. Your conduct is in breach of this agreement and reflects another reason why the court should not sanction your committee or you as counsel.

Jay Swartz ~ aio

156 Wellington Street West T A 16.883.5520 Toronto, ON M5V 3J7 jswartx~dwpv.com

DAMES WARD PHILLIPS & VINEBERG LLB

T`hi~ €~-mail may ee>nt~in cc~nfider~kral in4arrn~fi.lan v~t~ich n ay b~; prat~ctes~ by Ier~aE ~rrivil~ge. If yo~~ ~r~ rsafi the Inte~~ds~eS rerip"s~n~, pie~se irrem~:diafely r€otify us by reply r-mail i~r ~Sy fi~I~;phart~: (ct~li~ct if n~c~ssarl), r9~:ic:Y€: tFris e-r~r~ii and a~~froy ~€rr~ ~o~i~~. 48 From: Contractor, Delna [mailto:Delna Contractor gowlingwlq.com] Sent: April 8, 2016 1:31 PM To: Swartz, Jay; Macfarland, Natasha; dbvers stikeman,com; mkonyukhovaCc~stikeman com; jcarfagniniC~goodmans.ca; rchadwickCc~goodmans.ca; crheaCa~goodmans,ca; carmstronq~a~goodmans.ca; jporterCc~tgf.ca; robert,frankCa~nortonrose.com; ryan,haukCa>nortonrose.com; [email protected] skukulowicz@casselsbrock,com; [email protected]; [email protected]; brian.m.denega~aca.ey.com; todd.i.ambachtsheerCa~ca.ey.com Gc: Prophet, Clifton; Kluge, Nicholas; Cohen, David Subject: RE: Crystaliex - Caurt File No. 11-9532-OOCL -The reply factum of the prapased committee of shareholders

Good Afternoon,

Find attached the reply. factum of the Moving Party.

Regards,

Delna Contractor Associate

~C7C~''L1~1"~ '+'~.

T +1 :416 862 4322 My Assistant; Holly Dean, T +1 416 862 4362, hollv.dean _gowlinawlc~.com Gowiing WLG (Canada) LLP 1 First Canadian Place, 100 King Street West Suite 1600 Toronto, Ontario M5X 1 G5 Canada

aowlingwl_y.com

The information in this email is intended only for the named recipient and may be privileged or confidential. If you are not the intended recipient please notify us immediately and do not copy, distribute or take action based on this email. If this email is marked'personal' Gowling WLG is not liable in any way for its content. E-mails are susceptible to alteration. Cowling WLG shall not be liable for the message if altered, changed or falsified.

References to 'Cowling WLG' mean one or more members of Cowling WLG International Limited and/or any of their affiliated businesses as tl~e context requires. Cowling WLG (Canada) LLP has offices in Montreal, Ottawa, Toronto, Hamilton, Waterloo Region, Calgary and Vancouver. 49

Exhibit "H" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

/[/

Commissioner for Taking Affidavits, etc.

Legal*25148685.1 50 ~'witter Threat May Endanger Venezuela's ~Jil~for-dash: ~h~~a Deals

Ben E3artensteln BenBart~nstein March 14, 2016 — 9:00 PM BDT Updated on March 15, 2016 — 11;55 AM EDT

Customers refuel their vehicles. at a Petroleos de Venzuela SA (PDVSA)gas station in Caracas, Venezuela on Feb. 11, 2016.

Photographer: Wilfredo Riera/Bloomberg

Maduro deals /► Opposition leader says Congress may not honor PDVSA is currently in talks with China for financing

Venezuela's opposition Congress is threatening to undermine President Nicolas Maduro's ability to obtain desperately needed cash.

On March 1, National Assembly President Henry Ramos Allup said in a Twitter post that Congress may declare invalid financing deals signed by Maduro -- the late Hugo Chavez's handpicked successor -- when he's no longer president.

"Warning to foreign creditors: contracts in the QUICKTAKE national interest signed by the Chavista ~~~~zuela's Revolution government withaut approval by the National Assembly will be null and void," said Allup, who 51 has 7$3,000 Twitter followers. The post was re-tweeted 11,000 times and echoed by Jose Cxuerra, chairman of the Finance Committee.

The threat comes at a time when state-owned oil producer Petroleos de Venezuela SA is in talks with China for money that would help the company pay $1 billion of bonds due in October. Since 2007, the Asian nation has lent more than $57 billion to the increasingly cash-strapped OPEC member in return for oil. Allup's tweet represents the latest escalation in the power struggle between Maduro and a resurgent opposition, which won a landslide victory in elections in December after pledging to unwind more than a decade of socialist controls on the economy.

"If China doesn't send any more money, Venezuela is going to have a real problem," said Russ Dallen, a managing partner at Latinvest in Miami."This has an incredibly chilling effect on investment in the country. This is the nuclear option. The opposition can't fight a conventional war because the government controls all levers of power including guns. Pulling the plug on Maduro's access to cash is the one thing they can do and it's the most effective."

On Thursday, Maduro said on state television that he reached a "major economic and financial accord with China for several years," yet Dallen said the lack of details left him skeptical that such a deal was indeed finalized. The Venezuela government did not comment on Allup's threat, default speculation or terms of any Chinese investment.

Two weeks ago, Venezuela Oil Minister Eulogio del Pino visited Beijing far talks, but left without announcing a deal. At the same time, Venezuelan opposition leaders were in separate meetings with senior Chinese officials, according to Dallen. Venezuela is also in financing talks with India's Oil & Natural Gas Corp. 52

"The Chinese are not happy with the Venezuelans," said Miguel Octavio, the head of research at BBO Financial Services Inc., which focuses on Venezuela. "They're more uncertain now and feel they might be last in line to collect."

The political impasse between Maduro and Congress may crimp a rally in Venezuela's bonds, said Luisa Palacios, managing director at New York-based Medley Global Advisors.

The nation's notes have returned 26.6 percent over the past month, seven times the emerging-market average. Still, swaps traders put the odds of a Venezuela default in the next five years at 91 percent, the highest in the world. The Bloomberg USD Emerging Market Venezuela Sovereign Bond Index dropped 1.1 percent at 11:40 a.m. in New York.

"If I were looking at a transaction with Venezuela, I would be very concerned that any contract put into place now could come into question down the road," said Ray Zucaro, chief investment officer at RVX Asset Management."This causes more uncertainty and volatility for investors."

Before it's here, it's on the Bloomberg Terminal.

• Twitter Inc •Tech •Venezuela •China •Congress •Venezuela Oil

Exhibit "I" to the Affidavit of Hilary Fender, sworn before me this 10t" day of April, 2016.

Commissioner for Taking Affidavits, etc.

Legal"25148685.1 54

,, (~ ,r ~~~ ~ I~ITERMATIONAL MONETAP,Y FUNU ;' WtlRL[? BANK GttOUN

$ k,~e ~. F '~ Ta ~ ~ ` .~ t y

f ~~ 1 1

January 22, 2016 6;00 pm Fears of V~n.ezuela debt default rise as bond prices.. plunge Andres Schipani in Bogpta and Elaine. Moore in London

K~' Share v ~ Author alerts ~ ~I Print ~; Ciip *Comments

Nicolas Maduro, President of Venezuela Fanners brought parts of Uruguay to a standstill this week demanding the. government help them recover unpaid bills from Ueiiezuela in the latest sign that the crisis-ravaged South American country may soon renege on it debts.

In spite of Venezuela's socialist president Nicolas Maduro reassuring bond invesfiors that he will make good on more than $robn of payments this year, economists say default is "practically inevitable" as prices for oil, the Caribbean country's lifeblood, plummet,

Crude oil accounfis for g6 per cent of export revenues and falling prices, coupled with years of mismanagement, have crushed the country's economy. 55

A sell-aff in sovereign bonds has pushed the price on benchmark 2026 debt to 37 cents in the dollar, a level considered a precursor to default. The cast of insuring Venezuelan bonds has tripled in the past iz months.

Analysts at Bank of America Merrill. Lynch estimate that the recovery value on Venezuela's $123bn of external debt could be as low as z per cent if current low oil pxices persist.

"Venezuela is running out o£ runway and falling oil prices are quickly shortening the tarmac," says Russ Dallen, wha heads investment bank, Latinvest.

If the country does default there are fears that it may face an Argentina-style fight with holdout invesfiors due to the structure of its debt.

A number of the bonds issued by Venezuela and state-run energy company PDVSA do not contain collective action clauses, meaning investors are not bound by a majority agreement and can sue for full repayment, delaying any credit resolution.

So far, Venezuela has managed to meet its debt obligations by swapping part of its chunky gold reserves, issuing debt through Citgo, the US-based subsidiary of PDVSA,and securitising oil loans it had made to some of its Caribbean allies.

The government should be able to make payments due in February using available assets, say credit analysts at Barclays. But they warn.,"fihey are insufficient to finance the gap of nearly $3obn fihat Venezuela could foce in 20 6".

"It is practically inevitable to defatr~t if the current economic d3~namic Venezuela is stays in place," says Henlce~ Garcia, an economist at Econometrica in running aut of runway Caracas."Given the precarious state of Venezuela's economy, even with a and fiaUing o f prices are drastic change in measures it wouldn't be enough." quickly shortening the tarmac With Venezuela's. oil exports now selling at around $2i.per barrel, revenues from exports are dwindling. Ecoanal tica, a Caracas-based - Russ paii~n, who heads consultancy, calculates the country needs a price of $75 per barrel to investment bank, Latinvest balance its budget. ( Tweet this quote "If their ail basket averaged $25 for the rest of the year, Venezuela would have total revenue of less than $2obn and their foreign debt takes up over half of that this year at $io.5bn," says Mr Dallen.

Venezuelans have grown weary of battling food scarcities and punishing levels of inflation, which the IMF forecasts will surpass boo per cent this year.

Last month they dealt a blow to the socialist governnnent by granting the centre-right opposition a large majority in the national assembly. 56

When the country's late leader Hugo Chavez was elected in late 1998, the price of Venezuelan oil hit $8 a barrel, and many praised him for his ability to nudge Opec to raise prices.

Mr Maduro, his uncharismatic anointed successor, has not enjoyed the same success. This week his government tried, unsuccessfully, to lure fellow Opec members to convene an emergency meeting to cut output.

In an effort to tackle the shrinking economy the president has also unveiled an economic emergency decree which is expected to provoke astand-aff with opposition lawmakers.

Luisa Palacios, head of Latin America macro and energy research at Medley Global Advisors, a service owned by the Financial Times, said in a recent note that "default seems to be on the cards this year, and it is coming with a risk of regime change".