All information contained in this Investor Teaser memorandum (this “Memorandum”) relating to Digital Crossover Fund I (the “Fund”) and to companies in which it may invest (“Target Companies”) including their respective businesses and assets is based solely upon information provided to Digital Crossover Inc. (“DXO”) by the Target Companies.  While the information contained herein is believed to be reliable, no representations or warranties, express or implied, as to the accuracy or completeness of such information are being made by or on behalf of DXO or its representatives. 

DXO has not necessarily had an opportunity to verify the accuracy or completeness of the information provided to it, nor has it had an opportunity to determine if there has been any omission to disclose any material facts or events or to determine the significance or accuracy of any information that was so omitted.  DXO reserves the right to amend or replace this Memorandum at any time and undertakes no obligation to provide the recipient with access to any additional information.

This Memorandum is confidential and has been prepared to assist recipients in deciding whether to proceed with an investigation and evaluation of a potential investment in the Fund.  This Memorandum is not an offer to sell bonds, debentures, notes or other securities and is not a solicitation of an offer to buy any such securities.  Rather, any such solicitation will be made by a formal offering memorandum and other solicitation materials which will be distributed to those who have indicated an interest in investigating and evaluating whether to invest in the Fund.

This Memorandum and any other materials that subsequently may be provided by or on behalf of the Fund are to be returned promptly if the recipient elects not to proceed.

This Memorandum does not constitute an offering memorandum under applicable Canadian securities legislation.  This Memorandum does not purport to contain all material information necessary to evaluate participating in the potential financing of the Fund.  Prospective participants in the Fund should conduct their own investigation and analysis of the information provided and consult their own investment advisor for advice with respect to the merits of investing.  This Memorandum does not constitute or form part of any recommendation to buy securities.  No securities regulatory authority has reviewed this Memorandum or expressed an opinion about the potential financing.   

Any financial projections and other forward-looking information presented in this Memorandum or otherwise provided by or on behalf of DXO or any of its representatives represent hypothetical calculations of future performance based on various assumptions which may or may not prove to be correct.  There can be no assurance that such information is accurate or that current expectations will be realized.  The opinions and expectations expressed in such information are estimates as of the respective dates indicated herein and are subject to change without notice.  A number of factors, risks and uncertainties could cause actual results to differ materially from those anticipated and described herein.

This Memorandum may include certain financial measures that are not defined under International Financial Reporting Standards (“IFRS”) and, as such, are unlikely to be comparable to similar measures presented by other companies.  These are referred to as “non-IFRS” financial measures. Such non-IFRS financial measures are considered to be useful to the understanding of the results set forth below and provide important information regarding the operational performance and related trends of the Target Companies.  Non-IFRS financial measures should not be considered as a substitute or alternative for, earnings per share or cash flow, in each case as determined in accordance with IFRS.

Any securities issued for purposes of effecting the potential financing are not expected to be qualified for distribution to the public under the securities laws of any province or territory of Canada. Securities not so qualified may not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable exemptions from the prospectus requirement.

Any securities issued for purposes of effecting the potential financing are not expected to be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) (“U.S. Persons”) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy securities within the United States or to, or for the account or benefit of, U.S. Persons.