Common use of PROCEDURE FOR APPROVAL OF SETTLEMENT Clause in Contracts

PROCEDURE FOR APPROVAL OF SETTLEMENT. 35. Approval of this settlement will be sought at a public hearing before the Commission scheduled for a date to be agreed to by Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of Practice. 36. Staff and the Affinity Respondents agree that if this settlement agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents in this matter, and the Affinity Respondents agree to waive their rights to a full hearing, judicial review or appeal of the matter under the Act. 37. Staff and the Affinity Respondents agree that if this settlement agreement is approved by the Commission, neither Staff nor the Affinity Respondents will make any public statement inconsistent with this settlement agreement. 38. If the Affinity Respondents fail to honour the agreement contained in paragraph 37 of this settlement agreement, Staff reserve the right to bring proceedings under Ontario securities law against the Affinity Respondents based on the facts set out in Part III of this settlement agreement, as well as the breach of the agreement. 39. If, for any reason whatsoever, this settlement agreement is not approved by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing, unaffected by this agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3522. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Central Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity RespondentsRespondent. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, in accordance with then the procedures set out in this settlement agreement proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Commission’s Rules of PracticeSettlement Agreement will be made available at xxx.xxxx.xx. 3623. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing or appeal before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3724. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 25. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 3826. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against the Affinity Respondents Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreement. 39Settlement Agreement. IfIf such additional enforcement action is taken, for any reason whatsoever, this settlement agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearinghearing panel that accepted the Settlement Agreement, unaffected by this agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3530. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of Practice. 36Respondent. Staff and the Affinity Respondents Respondent agree that in the event the settlement agreement to be submitted in the OSC proceedings is not approved, Staff and the Respondent shall not seek acceptance of this Settlement Agreement and it shall be deemed to have been rejected by the MFDA for the purposes of paragraphs 4, 5, 35, 36, and 37 herein. 31. Staff and the Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their its rights to a full hearing, review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3732. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 33. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil proceedings against it. 3834. If this Settlement Agreement is accepted by the Affinity Respondents fail MFDA and, at any subsequent time, the Respondent fails to honour any of the agreement contained Terms of Settlement set out in paragraph 37 of this settlement agreementPart VII herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent and any of its officers and directors based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3935. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission MFDA or an order Order in the form attached as Schedule “AB” is not made by the CommissionMFDA, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4036. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, the Affinity Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3529. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Ontario Regional Council of the MFDA (the “MFDA Hearing Panel”) on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3630. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, the Settlement Agreement and a joint brief of documents filed with it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, a judicial review hearing or any appeal of the matter under the Actbefore any court of competent jurisdiction. 3731. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of the By-law for the purpose of giving notice to the public thereof in accordance with s. 24.5 of the By-law. 32. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 3833. If this Settlement Agreement is accepted by the Affinity Respondents fail MFDA Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement which does constitute an agreement with the Corporation within the meaning of s. 24.1.2(i) of the By-Law. 3934. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission MFDA Hearing Panel or an order Order in the form attached as Schedule “A” is not made by the CommissionMFDA Hearing Panel, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4035. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, the Affinity Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3526. Approval of this settlement will Settlement Agreement shall be sought at a public joint hearing before of the Commission scheduled for Commissions on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeIG. 3627. Staff and IG may refer to any part, or all, of the Affinity Respondents Settlement Agreement at the Settlement Hearing. Staff and IG also agree that if this settlement agreement Settlement Agreement is approved by the CommissionCommissions, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents IG in this matter, and the Affinity Respondents agree IG agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Ontario Act and the Manitoba Act. 3728. Staff and the Affinity Respondents IG agree that if this settlement agreement Settlement Agreement is approved by the CommissionCommissions, neither Staff nor the Affinity Respondents IG will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict IG from making full answer and defence to any civil proceedings against it. 3829. If this Settlement Agreement is approved by the Affinity Respondents fail Commissions and, at any subsequent time, IG fails to honour any of the agreement contained Terms of Settlement set out in paragraph 37 of this settlement agreementPart VII herein, Staff reserve the right to bring proceedings under Ontario securities law legislation against the Affinity Respondents IG based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3930. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved by the Commission Commissions or an order Order in the form attached as Schedule “AB” is not made by the CommissionCommissions, each of Staff and the Affinity Respondents IG will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of HearingHearing and Statement of Allegations, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4031. Whether or not this settlement agreement Settlement Agreement is approved by the CommissionCommissions, the Affinity Respondents agree IG agrees that they it will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s Commissions of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3523. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Atlantic Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3624. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their its his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3725. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 26. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it him. 3827. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3928. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “A” is not made by the CommissionHearing Panel, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4029. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, the Affinity Respondents agree Respondent agrees that they it he will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3523. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public settlement hearing before a hearing panel of the Commission scheduled for Regional Council of the Prairie Region of the MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3624. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3725. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 26. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings. 3827. If this Settlement Agreement is accepted by the Affinity Respondents fail MFDA and, at any subsequent time, the Respondent fails to honour comply with any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3928. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission MFDA or an order Order in the form attached as Schedule “A” is not made by the CommissionMFDA, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4029. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionMFDA, the Affinity Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3548. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Central Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity RespondentsRespondent. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, in accordance with then the procedures set out in this settlement agreement proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Commission’s Rules of PracticeSettlement Agreement will be made available at xxx.xxxx.xx. 3649. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3750. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 51. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 3852. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against the Affinity Respondents Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreement. 39Settlement Agreement. IfIf such additional enforcement action is taken, for any reason whatsoever, this settlement agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearinghearing panel that accepted the Settlement Agreement, unaffected by this agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3530. Approval of the settlement set out in this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for a such date to be as is agreed to by Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeXxxxxxx. 3631. Counsel for Staff or for Xxxxxxx may refer to any part, or all, of this Settlement Agreement at the Settlement Hearing. Staff and the Affinity Respondents Xxxxxxx agree that if this settlement agreement is approved by the Commission, it Settlement Agreement will constitute the entirety of the evidence to be submitted respecting at the Affinity Respondents in Settlement Hearing, 32. If this mattersettlement is approved by the Commission, and the Affinity Respondents agree Xxxxxxx agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Act. 3733. Staff and the Affinity Respondents Xxxxxxx agree that if this settlement agreement is approved by the Commission, neither Staff nor the Affinity Respondents they will not make any public statement inconsistent with this settlement agreementSettlement Agreement. 3834. If Whether or not the Affinity Respondents fail settlement is approved by the Commission, Xxxxxxx agrees that it will not, in any proceeding, refer to honour or rely upon this Settlement Agreement, the agreement contained in paragraph 37 settlement discussions/negotiations or the process of approval of this settlement agreement, Staff reserve Settlement Agreement as the right to bring proceedings under Ontario securities law against the Affinity Respondents based basis of any attack on the facts set out in Part III Commission’s jurisdiction, alleged bias or appearance of this settlement agreementbias, as well as the breach of the agreementalleged unfairness or any other remedies or challenges that may otherwise be available. 3935. If, for any reason whatsoever, this settlement agreement is not approved by the Commission Commission, or an order in the form attached as Schedule “A” is not made by the Commission, each of ; (a) this Settlement Agreement and its terms including all discussions and negotiations between Staff and Xxxxxxx leading up to its presentation at the Affinity Respondents will Settlement Hearing, shall be without prejudice to Staff and Xxxxxxx; (b) Except as set out in paragraph 34 above, Staff and Xxxxxxx shall be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of HearingHearing and Statement of Allegations of Staff, unaffected by this agreement Settlement Agreement or the settlement discussions/negotiations.; and, 40. Whether or (c) the terms of this Settlement Agreement will not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, be referred to in any subsequent proceeding, refer or disclosed to any person except with the written consent of Staff and Xxxxxxx, or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be availablerequired by law.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3524. Approval of this settlement will Settlement Agreement shall be sought at a the public hearing before of the Commission scheduled for a March 6, 2006, or such other date to as may be agreed to by Staff and the Affinity Respondents, Zephyr in accordance with the procedures set out described in this settlement agreement and the Commission’s Rules of PracticeSettlement Agreement. 3625. Staff and the Affinity Respondents Xxxxxx agree that if this settlement agreement Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Zephyr in this matter, and the Affinity Respondents agree Xxxxxx agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Act. 3726. Staff and the Affinity Respondents Xxxxxx agree that if this settlement agreement Settlement Agreement is approved by the Commission, neither Staff nor the Affinity Respondents Zephyr will make any public statement inconsistent with this settlement agreementSettlement Agreement. 3827. If the Affinity Respondents fail Xxxxxx fails to honour the agreement contained in paragraph 37 26 of this settlement agreementSettlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against the Affinity Respondents Zephyr based on the facts set out in Part III of this settlement agreement, as well as Settlement Agreement or based on the breach of the agreementthis Settlement Agreement. 3928. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents Zephyr will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of HearingHearing and Statement of Allegations, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4029. Whether or not this settlement agreement Settlement Agreement is approved by the Commission, the Affinity Respondents agree Xxxxxx agrees that they it will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on the Commission’s 's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3578. Approval of this settlement agreement will be sought at a public hearing before of the Commission scheduled for a date to be agreed to determined by Staff Staff, Xxxxxx and the Affinity Respondents, Secretary to the Commission (the “Settlement Hearing”). Xxxxxx will attend the Settlement Hearing in accordance person. Xxxxxx will request that the portion of the Settlement Hearing dealing with the procedures set out in review of this settlement agreement be held in camera, and the Commission’s Rules of PracticeStaff will not oppose this request. 3679. Staff and the Affinity Respondents agree that if Xxxxxx may refer to any part, or all, of this settlement agreement is approved by at the Commission, it Settlement Hearing. Staff and Xxxxxx agree that this settlement agreement will constitute the entirety of the evidence to be submitted respecting at the Affinity Respondents in Settlement Hearing, unless the parties later agree that further evidence should be submitted at the Settlement Hearing. 80. If this mattersettlement agreement is approved by the Commission, Staff and Xxxxxx undertake that they will not make any statement inconsistent with this settlement agreement. 81. If this settlement agreement is approved by the Affinity Respondents agree Commission, Xxxxxx agrees to waive their rights his right to a full hearing, judicial review or appeal of the matter under the Actthis matter. 3782. Staff and the Affinity Respondents agree that if Whether or not this settlement agreement is approved by the Commission, neither Staff nor the Affinity Respondents Xxxxxx undertakes that he will make not, in any public statement inconsistent with proceeding, refer to or rely upon this settlement agreement. 38agreement or the settlement negotiations as the basis of any attack on the Commission's jurisdiction, alleged bias or appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available. If the Affinity Respondents fail to honour the agreement contained in paragraph 37 of He may, however, rely upon this settlement agreement, Staff reserve the right agreement in any proceeding relating to bring proceedings under Ontario securities law against the Affinity Respondents based on the facts Staff’s commitment set out in Part III of this settlement agreement, as well as the breach of the agreementparagraph 76 above. 3983. If, for any reason whatsoever, this settlement agreement is not approved by the Commission Commission, or an order in the form attached as Schedule “"A” " is not made by the Commission, each of Staff and the Affinity Respondents Xxxxxx will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing on the merits of the allegations in the Notice Statement of HearingAllegations, unaffected by this settlement agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3528. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Central Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity RespondentsRespondent. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, in accordance with then the procedures set out in this settlement agreement proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Commission’s Rules of PracticeSettlement Agreement will be made available at xxx.xxxx.xx. 3629. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3730. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 31. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 3832. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreement. 39Settlement Agreement. IfIf such additional enforcement action is taken, for any reason whatsoever, this settlement agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearinghearing panel that accepted the Settlement Agreement, unaffected by this agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3540. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Central Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3641. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3742. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 43. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 3844. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3945. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “A” is not made by the CommissionHearing Panel, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy- law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4046. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, the Affinity Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3553. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Central Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity RespondentsRespondent. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, in accordance with then the procedures set out in this settlement agreement proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Commission’s Rules of PracticeSettlement Agreement will be made available at xxx.xxxx.xx. 3654. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3755. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 56. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 3857. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreement. 39Settlement Agreement. IfIf such additional enforcement action is taken, for any reason whatsoever, this settlement agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearinghearing panel that accepted the Settlement Agreement, unaffected by this agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3522. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Atlantic Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3623. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, and the Affinity Respondents agree Respondent agrees to waive its their rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3724. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 25. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it them. 3826. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 Terms of this settlement agreementSettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3927. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “A” is not made by the CommissionHearing Panel, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4028. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, the Affinity Respondents agree Respondent agrees that they will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3534. Approval The approval of this the settlement will as set out in the Settlement Agreement shall be sought at a public hearing before the Commission scheduled for a such date to be as is agreed to by Staff and the Affinity Respondents, respondents in accordance with the procedures set out in this settlement agreement described herein and the Commission’s Rules of Practice. 36. such further procedures as may be agreed upon between Staff and the Affinity Respondents agree that if respondents. 35. If this settlement agreement Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents respondents in this matter, matter and the Affinity Respondents respondents each agree to waive their rights any right to a full hearing, judicial review or hearing and appeal of the this matter under the Act. 3736. Staff and the Affinity Respondents agree that if If this settlement agreement Settlement Agreement is approved by the Commission, neither Staff nor the Affinity Respondents parties to this Settlement Agreement will not make any public statement that is inconsistent with this Settlement Agreement. 37. The respondents acknowledge that any or all of the members of the panel of the Commission (the “Hearing Panel”), scheduled to hear the matter on the merits beginning April 15, 2002, may consider this proposed settlement agreementon April 15 , 2002, or such other date as may be agreed to by the parties for the scheduling of the hearing to consider a proposed settlement. The respondents consent to and waive any arguments they may have relating to the Hearing Panel’s jurisdiction, alleged bias, alleged unfairness or any other challenge as a result of the Hearing Panel considering or commenting on the proposed settlement. 38. If the Affinity Respondents fail to honour the agreement contained in paragraph 37 of this settlement agreement, Staff reserve the right to bring proceedings under Ontario securities law against the Affinity Respondents based on the facts set out in Part III of this settlement agreement, as well as the breach of the agreement. 39. If, for any reason whatsoever, this settlement agreement is not approved by the Commission Commission, or an order the Order set forth in the form attached as Schedule “"A” " is not made by the Commission, : (a) each of Staff and the Affinity Respondents respondents will be entitled to all available proceedings, remedies and challenges, including proceeding proceed to a hearing of the allegations in the Notice of Hearing, Hearing and related Statement of Allegations unaffected by this agreement the Settlement Agreement or the settlement negotiations. 40. Whether or not this settlement agreement is approved by , and the Commission, the Affinity Respondents respondents agree that they such hearing may be held before any or all of the Commissioners of the Hearing Panel who presided at the hearing to consider this proposed settlement; (b) the terms of the Settlement Agreement will not, not be raised in any proceeding, refer other proceeding or disclosed to any person except with the written consent of Staff and the respondents or rely upon this agreement as may be otherwise required by law; and (c) the respondents further agree that each will not raise in any proceeding the Settlement Agreement or the negotiation or process of approval of this agreement thereof as the a basis for any attack on the Commission’s 's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges challenge that may otherwise be available. 39. If, prior to the approval of this Settlement Agreement by the Commission, there are new facts or issues of substantial concern, in the view of Staff, regarding the facts set out in Part III of this Settlement Agreement, Staff will be at liberty to withdraw from this Settlement Agreement. Notice of such intention will be provided to the respondents in writing. In the event of such notice being given, the provisions of paragraph 38 in this part will apply as if this Settlement Agreement had not been approved in accordance with the procedures set out herein.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3519. Approval of this settlement will Settlement Agreement shall be sought at a the public hearing before of the Commission scheduled for a Friday, November 18, 2005, or such other date to as may be agreed to by Staff and the Affinity Respondents, Respondents in accordance with the procedures set out described in this settlement agreement and the Commission’s Rules of PracticeSettlement Agreement. 3620. Staff and the Affinity Respondents agree that if this settlement agreement Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents respondents in this matter, and the Affinity Respondents agree to waive their rights to a full hearing, judicial review or appeal of the matter under the Act. 3721. Staff and the Affinity Respondents agree that if this settlement agreement Settlement Agreement is approved by the Commission, neither Staff nor the Affinity Respondents will make any public statement inconsistent with this settlement agreementSettlement Agreement. 3822. If the Affinity Respondents fail a Respondent fails to honour the agreement contained in paragraph 37 21 of this settlement agreementSettlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against the Affinity Respondents that Respondent based on the facts set out in Part III of this settlement agreement, as well as Settlement Agreement or based on the breach of the agreementthis Settlement Agreement. 3923. If, for any reason whatsoever, this settlement agreement Settlement Agreement is not approved by the Commission or an order in the form attached as Schedule “A1” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of HearingHearing and Statement of Allegations, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4024. Whether or not this settlement agreement Settlement Agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on the Commission’s 's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 3554. Approval Acceptance of this settlement will Settlement Agreement shall be sought at a public hearing before of the Commission scheduled for Prairie Regional Council of the MFDA on a date to be agreed to by counsel for Staff and the Affinity Respondents, in accordance with the procedures set out in this settlement agreement and the Commission’s Rules of PracticeRespondent. 3655. Staff and the Affinity Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that that, subject to the consent of the parties or any direction of the Hearing Panel, if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the Affinity Respondents Respondent in this matter, matter and the Affinity Respondents agree Respondent agrees to waive their its rights to a full hearinghearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 3756. Staff and the Affinity Respondents Respondent agree that if this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 57. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Affinity Respondents Respondent will make any public statement inconsistent with this settlement agreementSettlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 3858. If this Settlement Agreement is accepted by the Affinity Respondents fail Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 37 terms of this settlement agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against the Affinity Respondents Respondent based on on, but not limited to, the facts set out in Part III IV of this settlement agreementthe Settlement Agreement, as well as the breach of the agreementSettlement Agreement. 3959. If, for any reason whatsoeverreason, this settlement agreement Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “A” is not made by the CommissionHearing Panel, each of Staff and the Affinity Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of HearingBy-law No. 1, unaffected by this agreement Settlement Agreement or the settlement negotiations. 4060. Whether or not this settlement agreement Settlement Agreement is approved accepted by the CommissionHearing Panel, the Affinity Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this agreement Settlement Agreement or the negotiation or process of approval of this agreement Settlement Agreement as the basis for any attack on allegation against the Commission’s MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.