Gilles Coté-Gosselin and Nicolas Gosselin

April 2, 2012

CANADA

SUPERIOR COURT
(Civil Division)

PROVINCE OF QUEBEC
DISTRICT OF MONTREAL

No. 500-17-024768-056

ATTORNEY GENERAL OF CANADA

Plaintiff

and

ANDRÉE COTÉ GOSSELIN

and

NICOLAS GOSSELIN

Defendants

TRANSACTION

As a final settlement of the legal dispute between them in file 500-17-024768-056, the parties agree to the following:

WHEREAS on March 10, 2005, the Government of Canada commenced civil proceedings, which were later amended, against a number of co-defendants, including the aforementioned defendants;

WHEREAS through these amended proceedings, the Government of Canada seeks a personal judgment against Andrée Coté Gosselin and Centre de Placement de professionnels en communication in the amount of $56,114;

WHEREAS through these amended proceedings, the Government of Canada seeks a personal judgment against Nicolas Gosselin and Portage Inc. in the amount of $308,056; and

WHEREAS the parties wish to settle the pending proceedings and actions, according to the terms and conditions set out in this settlement agreement, which form an indivisible whole, and the parties hereby acknowledge that this agreement is signed for the sole purpose of avoiding the costs and inconveniences of litigation.

IN LIGHT OF THE FOREGOING, THE PARTIES AGREE TO THE FOLLOWING:

1. The above preamble is part of this agreement.
2. The Government of Canada agrees to sign this settlement agreement on the express condition that the defendants' personal financial statements, provided by their attorney, are a true reflection of their financial situation and that all their assets have been declared. By signing this settlement agreement, the personal defendants confirm that this is true.
3. Should the Government of Canada discover at a later time that the defendants, Andrée Coté Gosselin and Nicolas Gosselin, have not disclosed all their assets, this settlement agreement becomes null and void, and the totality of the debt to the Government of Canada claimed in this civil action shall become payable.
4. The defendants agree to pay to the Government of Canada, within 30 days hereof, the sum of $70,000, including principal, interest and costs, by cheque payable to the Receiver General of Canada.
5. When said cheque is cashed, a declaration of settlement out of court will be entered in the court record, and each party shall pay its own costs.
6. It is expressly understood that this settlement does not constitute a waiver by the Government of Canada of its rights with respect to the other defendants in these proceedings.
7. In consideration of the signing of this settlement agreement, the Government of Canada and Andrée Coté Gosselin and Nicolas Gosselin hereby give each other and their respective representatives and assigns full and final release from all past, present and future rights, claims, remedies or indemnities of any kind whatsoever that they have, might have or might claim to have against the other party or the representatives or assigns of the other party by virtue of or flowing directly or indirectly from the sponsorship and advertising contracts forming the subject of these proceedings.
8. This agreement is not confidential, and Andrée Coté Gosselin and Nicolas Gosselin are hereby informed that the Government of Canada intends to make it public by posting it on the government Web site. However, communications between the parties and their solicitors and representatives, including all documents and information leading to the conclusion of this agreement, remain privileged and confidential and shall not be disclosed, unless the parties have agreed to their release or are ordered to do so by a court.
9. This agreement shall be binding on the parties and their respective successors and assigns.
10. The parties shall take all necessary steps to give effect to this agreement.
11. The parties hereto acknowledge and declare that they have read and understood the terms and conditions of this agreement and that they have consulted legal counsel.
12. This settlement agreement constitutes a transaction within the meaning of articles 2631 et seq. of the Civil Code of Québec to which the parties have freely consented without promise, representation or intimidation of any kind.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED:

MONTREAL, April 2, 2012

_____________________________________
THE ATTORNEY GENERAL OF CANADA

By:

MONTREAL, March 27, 2012

_____________________________________
ANDRÉE COTÉ GOSSELIN

MONTREAL, March 27, 2012

___________________________
NICOLAS GOSSELIN