CONFIDENTIALFluid Music Canada Inc • October 21st, 2009 • Ontario
The attached document contains information that may constitute undisclosed material facts within the meaning of the Securities Act (Ontario) and recipients should be aware of their obligations under applicable securities laws resulting from the receipt of such information.
LOCK-UP AGREEMENTLock-Up Agreement • October 21st, 2009 • Fluid Music Canada Inc • Ontario
WHEREAS Fluid Music Canada, Inc. (the “Offeror”) proposes to make an offer for all of the issued and outstanding trust units (the “Trust Units”) of Somerset Entertainment Income Fund (the “Fund”), and Class B limited partnership units of Somerset Entertainment Limited Partnership (the “Class B LP Units” and together with the Trust Units, the “Units”), including any Units that may become outstanding upon the conversion, exchange or exercise of securities of the Fund or its subsidiaries.
FLUID MUSIC CANADA, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT For Subscribers Resident in the United StatesFluid Music Canada Inc • October 21st, 2009 • Ontario
The undersigned (the “Subscriber”), jointly and severally with Andrew Rivkin, subscribes for and agrees to purchase up to $12,736,000 principal amount of 8.0% unsecured subordinated debentures due 3 years following the date of issuance (the “Debentures”) of Fluid Music Canada, Inc. (the “Corporation”) at a purchase price of $706.66 per $1,000 principal amount of Debentures (the “Subscription Price”), on and subject to the “Terms and Conditions of Subscription” attached to and forming part of this subscription agreement (the “Agreement”).
FLUID MUSIC CANADA, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT For Subscribers Resident in CanadaFluid Music Canada Inc • October 21st, 2009 • Ontario
The undersigned (the “Subscriber”) subscribes for and agrees to purchase up to $250,000 principal amount of 8.0% unsecured subordinated debentures due 3 years following the date of issuance (the “Debentures”) of Fluid Music Canada, Inc. (the “Corporation”) at a purchase price of $706.66 per $1,000 principal amount of Debentures (the “Subscription Price”), on and subject to the “Terms and Conditions of Subscription” attached to and forming part of this subscription agreement (the “Agreement”).
FLUID MUSIC CANADA, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT For Subscribers Resident in CanadaSubscription Agreement • October 21st, 2009 • Fluid Music Canada Inc • Ontario
The undersigned (the “Subscriber”), jointly and severally with Lorne Abony (together, the “Original Subscribers”), subscribes for and agrees to purchase up to $12,736,000 principal amount of 8.0% unsecured subordinated debentures due 3 years following the date of issuance (the “Debentures”) of Fluid Music Canada, Inc. (the “Corporation”) at a purchase price of $706.66 per $1,000 principal amount of Debentures (the “Subscription Price”), on and subject to the “Terms and Conditions of Subscription” attached to and forming part of this subscription agreement (the “Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • October 21st, 2009 • Fluid Music Canada Inc • Ontario
WHEREAS Fluid Music Canada, Inc. (the “Offeror”) proposes to make an offer for all of the issued and outstanding trust units (the “Trust Units”) of Somerset Entertainment Income Fund (the “Fund”), and Class B limited partnership units of Somerset Entertainment Limited Partnership (the “Class B LP Units” and together with the Trust Units, the “Units”), including any Units that may become outstanding upon the conversion, exchange or exercise of securities of the Fund or its subsidiaries.
SUPPORT AGREEMENTSupport Agreement • October 21st, 2009 • Fluid Music Canada Inc • Ontario
WHEREAS the Offeror wishes to make an offer by way of take-over bid to the unitholders of the Fund to purchase all of the Units (as hereinafter defined) of the Fund and to holders of Class B limited partnership units of Somerset Entertainment Limited Partnership to purchase all of the Class B LP Units (as hereinafter defined), including any Units that may become outstanding upon the conversion, exchange or exercise of securities of the Fund or its subsidiaries;
