MEGA BRANDS INC. Offer of a cashless exercise right to the holders of the Warrants referred to below (CUSIP 58515N113)

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1 MEGA BRANDS INC. Offer of a cashless exercise right to the holders of the Warrants referred to below (CUSIP 58515N113) MEGA Brands Inc. (the Corporation ) hereby offers to the Holders (as defined below) of the common share purchase warrants (the Warrants ) of the Corporation issued pursuant to the warrant indenture dated as of January 28, 2010 (as amended, supplemented or otherwise modified from time to time, the Warrant Indenture ) between the Corporation and CIBC Mellon Trust Company, as warrant agent (the Warrant Agent ), each 20 Warrants being exercisable on or before March 30, 2015 to acquire one common share of the Corporation (a Common Share ) for $9.94, the right to submit their Warrants for the exercise of the subscription right thereof on a cashless basis on the terms and conditions described herein and in the cashless exercise election form transmitted herewith (such form, a Cashless Exercise Election Form ; such exercise, a Cashless Exercise ; and such offer, as amended or otherwise modified from time to time, the Offer ). For information about the consequences of a Cashless Exercise of your Warrants, see The Offer Effect of Cashless Exercise. The Offer will expire at 5:00 p.m. (Eastern Time) on May 10, 2013 (the Expiration Time ). Warrants may not be submitted for Cashless Exercise pursuant to the Offer after the Expiration Time. The Corporation has entered into a support agreement ( Support Agreement ) with each of Trimark Investments, Lissom Investment Management Inc., Chiefswood Holdings Ltd., and Chou Associates Management Inc. (collectively, the Supporting Entities ), which beneficially own in aggregate approximately 17% of the Warrants as of April 2, 2013, and which have agreed to submit their Warrants not later than May 9, 2013 for Cashless Exercise pursuant to the Offer. Pursuant to the Support Agreement, Fairfax Financial Holdings Ltd., Victor Bertrand, Sr., and Trimark Investments exercised an aggregate of 107,296,000 Warrants and paid an exercise price in the aggregate of $53.3 million and confirmed their support of the Offer. To submit Warrants for Cashless Exercise pursuant to the Offer, the Holder of such Warrants must, on or prior to the Expiration Time, comply with the procedures described in this offer letter (this Offer Letter ). Any submission of Warrants for Cashless Exercise pursuant to the Offer will be irrevocable, and such Warrants may not be withdrawn from the Offer once received by the Warrant Agent. See The Offer Irrevocability of Submissions to the Offer. Holders that wish to submit their Warrants for Cashless Exercise pursuant to the Offer must ensure that all requirements for such submission have been satisfied on or prior to 5:00 p.m. (Eastern Time) on May 10, Only Holders of Warrants will be eligible to submit their Warrants for Cashless Exercise pursuant to the Offer. As used herein, the term Holder means the person shown on the records of the applicable registrar for the Warrants as the holder of such Warrants at the time of such submission. Non-Registered Holders (as defined below) should promptly contact their Intermediaries (as defined below) and obtain and follow their Intermediaries instructions with respect to the applicable submission procedures and deadlines, which may be earlier than the deadlines that are set out in this Offer Letter. The Information Agent for the Offer is: North American Toll Free Phone: Banks, Brokers and collect calls: Toll Free Facsimile: April 5, 2013

2 TABLE OF CONTENTS SUMMARY OF THE OFFER... 1 PURPOSE OF THE OFFER... 3 THE OFFER... 3 General... 3 Expiration Time... 3 Effect of Cashless Exercise... 3 Offer Conditions... 4 Waivers; Amendments... 4 Consequences to Non-Submitting Holders... 4 Procedures for Submitting Warrants for Cashless Exercise... 5 Validity of Certain Matters... 5 Irrevocability of Submissions to the Offer... 5 Information Agent... 5 Fees and Expenses... 6 Miscellaneous... 6 THE AMENDMENTS AND SUPPORT AGREEMENT... 6 TAX CONSIDERATIONS... 6 WHERE YOU CAN FIND MORE INFORMATION... 6 * * * No person has been authorized to give any information or make any representations other than those contained herein or in the accompanying Cashless Exercise Election Form, and, if given or made, such information or representations must not be relied upon as having been authorized by the Corporation, the Warrant Agent, the Information Agent or any other person. The statements made herein are made as of the date on the cover page hereof. The delivery of this Offer Letter and the accompanying materials shall not, under any circumstances, create any implication that the information contained is correct as of a later date. Recipients of this Offer Letter and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Offer. The Offer is not being made to, and Cashless Exercise Election Forms will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. All references herein to $ are references to Canadian dollars, the lawful currency of Canada. All references herein to the number and percentage of outstanding Warrants exclude any Warrants that have been acquired by the Corporation and will be cancelled prior to the Expiration Time. NOTE TO UNITED STATES HOLDERS THE WARRANTS AND THE CASHLESS EXERCISE SHARES (AS DEFINED BELOW) HAVE NOT BEEN RECOMMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMIS- SION OR BY ANY STATE OR CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED ON THE ACCURACY ii

3 OR ADEQUACY OF THIS OFFER LETTER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Warrants and the Cashless Exercise Shares have not been registered under the United States Securities Act of 1933, as amended (the 1933 Act ), and thus may not be offered for sale, sold, transferred or otherwise disposed of unless registered under the 1933 Act or an exemption from such registration is available. The Cashless Exercise Shares are being offered and issued in the United States pursuant to Section 3(a)(9) of the 1933 Act, and outside the United States pursuant to Regulation S under the 1933 Act. Cashless Exercise Shares issued to Holders in the United States will be restricted securities within the meaning of Rule 144(a)(3) under the 1933 Act to the same extent that the Warrants exercised by a Holder in the Offer to which such Cashless Exercise Shares relate are also restricted securities. The Offer is being made by a Canadian issuer that is permitted under U.S. securities laws to prepare the Offer Letter in accordance with Canadian law and the disclosure requirements of Canada. Holders in the United States should be aware that such requirements are different from the disclosure requirements in the United States and consult their own advisor on such differences. The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated in Canada, that all or substantially all of its officers and directors are resident outside of the United States, and that all or a substantial portion of the assets of the Corporation and said persons are located outside of the United States. As a result, it may be difficult for U.S. securityholders to effect service of process within the United States upon the Corporation and its officers and directors, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or securities laws of any state within the United States. In addition, U.S. securityholders should not assume that the courts of Canada (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or securities laws of any state within the United States, or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or securities laws of any state within the United States. iii

4 SUMMARY OF THE OFFER The following summary is not intended to be complete. This Offer Letter and the related Cashless Exercise Election Form contain important information that should be read carefully before any decision is made with respect to the Offer. The Warrants ,548,000 Warrants (outstanding as of April 2, 2013) issued pursuant to the Warrant Indenture, each 20 Warrants being exercisable on or before March 30, 2015 to acquire one Common Share for $9.94. Purpose of the Offer... Expiration Time... Effect of Cashless Exercise... The purpose of the Offer is to facilitate exercise of the Warrants by permitting exercise of the Warrants on a cashless basis on the terms and conditions set out herein and in the Cashless Exercise Election Form, thereby reducing overhang on the market price of the Common Shares and dilution resulting from the Warrants. Based on its consideration of the expected results of the Offer on the Corporation, including its capital structure, operating results and financial condition, the interests of the Corporation s securityholders and other factors it considered relevant, the Board of Directors of the Corporation has determined that the Offer is in the best interests of the Corporation. The Offer will be open until 5:00 p.m. (Eastern Time) on May 10, The time of expiration of the Offer is herein referred to as the Expiration Time. Warrants may not be submitted for Cashless Exercise pursuant to the Offer after the Expiration Time. In connection with a Cashless Exercise of Warrants pursuant to the Offer, the Holder of such Warrants (1) will not be required to pay the Exercise Price in cash and (2) will, in lieu of receiving the number of Common Shares that such Holder would otherwise have received under the Warrant Indenture upon the exercise of the subscription right thereunder, receive the number of Common Shares (rounded down to the nearest whole number) that is equal to the quotient obtained by dividing (A) (i) one twentieth of the number of such Warrants multiplied by the Market Price (as defined below) at the time of such Cashless Exercise minus (ii) one twentieth of the number of such Warrants multiplied by the Warrant Exercise Price (as defined below) at the time of such Cashless Exercise, by (B) the Market Price at the time of such Cashless Exercise (such number of Common Shares in respect of such Cashless Exercise of Warrants, the Cashless Exercise Shares ). The Common Shares issued upon Cashless Exercise will be fully paid and non-assessable shares and will be freely tradable for the purposes of applicable Canadian securities laws. For more information about the effect of a Cashless Exercise, see The Offer Effect of Cashless Exercise. Offer Conditions... the Corporation s obligation to accept Warrants submitted for Cashless Exercise pursuant to the Offer is 1

5 conditioned on the following (the Offer Conditions ): the Cashless Exercise Shares applicable to a Cashless Exercise being a positive number of Common Shares; and Consequences to Non-Submitting Holders... How to Submit Warrants for Cashless Exercise Pursuant to the Offer... Irrevocability of Submissions to the Offer... Information Agent... Tax Consequences of the Offer... at the time any such Cashless Exercise occurs, the absence of any law, regulation or stock exchange rule that would, and the absence of any pending or threatened injunction or other proceeding that (if adversely determined) would, make unlawful or invalid or enjoin the Offer, or that would question the legality or validity thereof. If the Offer Conditions are satisfied or waived by the Corporation in respect of any Warrants properly submitted for Cashless Exercise on any Cashless Exercise Date (as defined below), then the subscription right for any such Warrants so submitted for Cashless Exercise pursuant to the Offer will be exercised on the applicable Cashless Exercise Date, and the Holder thereof will thereupon be entitled to receive the number of Common Shares described herein. A Holder that does not submit its Warrants for Cashless Exercise pursuant to the Offer may exercise the subscription right thereof at any time, in accordance with the terms and conditions thereof, by complying with the relevant procedures set out in the Warrant Indenture, including the payment by way of certified cheque, bank draft or money order payable to the order of the Warrant Agent of the exercise price for such Warrants at the time of exercise. Under the current terms of the Warrant Indenture, exercising 20 Warrants together with the payment of the current exercise price of $9.94 entitles holders of the Warrants to receive one Common Share. Please read The Offer Procedures for Submitting Warrants. For further information, please contact the Information Agent or consult your broker, dealer, commercial bank or trust company for assistance. Any Warrants, once submitted to the Warrant Agent, may not be withdrawn from the Offer. See The Offer Irrevocability of Submissions to the Offer. CST Phoenix Advisors is serving as Information Agent in connection with the Offer. Each Holder should consult its own advisor as to the tax consequences relating to the Offer. 2

6 PURPOSE OF THE OFFER The purpose of the Offer is to facilitate exercise of the Warrants by permitting exercise of the Warrants on a cashless basis on the terms and conditions set out herein and in the Cashless Exercise Election Form, thereby reducing overhang on the market price of the Common Shares and dilution resulting from the Warrants. Based on its consideration of the expected results of the Offer on the Corporation, including its capital structure, operating results and financial condition, the interests of the Corporation s securityholders and other factors it considered relevant, the Board of Directors of the Corporation has determined that the Offer is in the best interests of the Corporation. General THE OFFER The Corporation is making the Offer to Holders, upon the terms and subject to the conditions set forth in this Offer Letter and in the accompanying Cashless Exercise Election Form, to permit Holders to exercise their Warrants on a cashless basis for a limited period of time. The Offer is subject to the Offer Conditions (as defined below). If the Offer Conditions are satisfied or waived by the Corporation on the date on which any Warrants properly submitted for Cashless Exercise pursuant to the Offer in accordance with the terms and conditions set out herein are received by the Warrant Agent (each such date a Cashless Exercise Date ), then the subscription right for each Warrant so submitted for Cashless Exercise will be exercised on the applicable Cashless Exercise Date, and the Holder thereof will thereupon be entitled to receive the number of Common Shares described herein. In all other cases any Warrants submitted for Cashless Exercise pursuant to the Offer will be returned promptly to the Holders who submitted such Warrants. The Board of Directors of the Corporation makes no recommendation to Holders as to whether or not they should accept the Offer. Expiration Time The Offer will be open until 5:00 p.m. (Eastern time) on May 10, Warrants may not be submitted for Cashless Exercise pursuant to the Offer after such time. Effect of Cashless Exercise In connection with a Cashless Exercise of Warrants pursuant to the Offer, the Holder of such Warrants (1) will not be required to pay the Exercise Price in cash and (2) will, in lieu of receiving the number of Common Shares that such Holder would otherwise have received under the Warrant Indenture upon the exercise of the subscription right thereunder, receive the number of Common Shares (rounded down to the nearest whole number) that is equal to the quotient obtained by dividing (A) (i) one twentieth of the number of such Warrants multiplied by the VWAP (as defined below) of the Common Shares on the TSX for the five Trading Days (as defined below) immediately preceding the Cashless Exercise Date (the Market Price ) minus (ii) one twentieth of the number of such Warrants multiplied by the Warrant Exercise Price (as such term is defined in the Warrant Indenture) on the Cashless Exercise Date, by (B) the Market Price (such number of Common Shares in respect of such Cashless Exercise of Warrants, the Cashless Exercise Shares ). For the purpose of the foregoing, the VWAP of the Common Shares means the volume weighted average trading price of the Common Shares, calculated by dividing the total trading value of the Common Shares by the total volume of Common Shares traded for the relevant period, in each case as reported by the TSX for that period, as may be adjusted by the TSX in accordance with its rules; and a Trading Day means a day on which the Common Shares are traded on the TSX. In order to inform Holders of the daily Market Price of the Common Shares applicable to the Cashless Exercise of the Warrants, the Corporation intends to publish the five-day VWAP on its website at beginning on April 5, 2013 and each subsequent Trading Day until the Expiration Time. If a Holder exercises its Warrants on a cashless basis pursuant to the Offer, any percentage appreciation in the trading price of the Common Shares received by such Holder following such Cashless Exercise may be less than the percentage gain that the Holder could have realized on such Warrants if the Holder had not exercised its Warrants. A Holder that exercises its Warrants on a cashless basis, in addition to avoiding the requirement to fund the exercise of the Warrants with cash, obtains the potential benefits associated with holding Common Shares, including the right to vote and the right to receive any dividends that may in the future be declared by the Board of 3

7 Directors on the Common Shares in respect of which adjustment is not otherwise made to the number of Common Shares to be received by a Holder upon exercise of its Warrants pursuant to the terms of the Warrants. Also, in the same way as a Holder exercising its Warrants for cash, a Holder that exercises its Warrants on a cashless basis pursuant to the Offer would also forego any time value which could, from time to time, be associated with those Warrants. The Warrants and the Cashless Exercise Shares have not been registered under the 1933 Act, and thus may not be offered for sale, sold, transferred or otherwise disposed of unless registered under the 1933 Act or an exemption from such registration is available. The Cashless Exercise Shares are being offered and issued in the United States pursuant to Section 3(a)(9) of the 1933 Act, and outside the United States pursuant to Regulation S under the 1933 Act. Cashless Exercise Shares issued to Holders in the United States will be restricted securities within the meaning of Rule 144(a)(3) under the 1933 Act to the same extent that the Warrants exercised by a Holder in the Offer to which such Cashless Exercise Shares relate are also restricted securities. Offer Conditions The Corporation s obligation to accept any Warrants submitted for Cashless Exercise pursuant to the Offer is conditioned on: the Cashless Exercise Shares applicable to any Cashless Exercise being a positive number of Common Shares; and at the time any Cashless Exercise occurs, the absence of any law, regulation or stock exchange rule that would, and the absence of any pending or threatened injunction or other proceeding that (if adversely determined) would, make unlawful or invalid or enjoin the Offer, or that would question the legality or validity thereof, each of which conditions may be waived by the Corporation at any time and from time to time in respect of any Cashless Exercise, at its sole discretion (collectively, the Offer Conditions ). No Cashless Exercise will be effected if any of the foregoing Offer Conditions is not satisfied or waived for any reason, as determined by the Corporation in its sole discretion. If the Offer Conditions are satisfied or waived by the Corporation on the applicable Cashless Exercise Date, then the subscription right for each Warrant properly submitted for Cashless Exercise pursuant to the Offer will be exercised on such Cashless Exercise Date, and the Holder thereof will thereupon be entitled to receive the number of Common Shares described herein. Waivers; Amendments Notwithstanding anything to the contrary set forth in this Offer Letter, the Corporation reserves the right, and regardless of whether any of the Offer Conditions have been satisfied, subject to applicable law, at any time, to waive any of the Offer Conditions, or otherwise amend the terms of the Offer. If an Offer Condition is waived, in whole or in part, or the Offer is otherwise amended or modified, in each case in a manner determined by the Corporation to constitute a material change to the Holders, the Corporation will promptly disclose such amendment, modification or waiver in a manner reasonably calculated to inform such Holders of such change. However, subject to applicable law and the immediately preceding sentence and without limiting the manner in which the Corporation may choose to make such disclosure, the Corporation shall have no obligation to publish, advertise or otherwise communicate any such disclosure other than by the timely release of such disclosure to Canada Newswire. In the event of a material amendment or modification to the Offer or a material waiver of an Offer Condition, the Corporation will extend the Offer for a period deemed by it to be appropriate. Consequences to Non-Submitting Holders A Holder that does not submit its Warrants for Cashless Exercise pursuant to the Offer may exercise the cash subscription right thereof at any time, in accordance with the terms and conditions thereof, by complying with the relevant procedures set out in the Warrant Indenture, including the payment by way of certified cheque, bank draft or money order payable to the order of the Warrant Agent of the exercise price for such Warrants specified therein. 4

8 Procedures for Submitting Warrants for Cashless Exercise Submission Procedures for Holders of Warrants Holders who desire to submit Warrants for Cashless Exercise pursuant to the Offer should do so by depositing with the Warrant Agent at its offices prior to the Expiration Time (a) the certificates evidencing such Warrants, together with a duly completed and executed subscription form, and (b) a duly completed and executed Cashless Exercise Election Form (a copy of which is transmitted herewith) by either (i) hand delivery or courier at 320 Bay Street, Basement Level (B1), Toronto, Ontario, M5H 4A6, Attn: Corporate Actions; Re: MEGA Brands Inc. ; or (ii) by mail to P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attn: Corporate Actions; Re: MEGA Brands Inc. Submission Procedures for Beneficial Owners of Warrants That Are Not Held in Their Name Only Holders are permitted to submit Warrants for Cashless Exercise pursuant to the Offer as described above. You may be a beneficial owner of Warrants (a Non-Registered Holder ) if your Warrants are registered either: (1) in the name of an Intermediary, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or (2) in the name of a clearing agency (such as Clearing and Depository Services Inc. (CDS)) of which the Intermediary is a participant. Any Non-Registered Holder who wishes to submit its Warrants for Cashless Exercise pursuant to the Offer should do so by promptly contacting its Intermediary and obtaining and following its Intermediary s instructions, which may include arranging with its Intermediary for the issuance of a physical certificate representing such Warrants and (a) surrendering to the Warrant Agent prior to the Expiry Time such certificate, together with a duly completed and executed subscription form, in each case in the manner contemplated by the Warrant Indenture for the exercise of the subscription right under the Warrant Indenture, and (b) concurrently therewith, delivering to the Warrant Agent at its offices prior to the Expiration Time a duly completed and executed Cashless Exercise Election Form either by (i) hand delivery or courier at 320 Bay Street, Basement Level (B1), Toronto, Ontario, M5H 4A6, Attn: Corporate Actions; Re: MEGA Brands Inc., or (ii) by mail to P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attn: Corporate Actions; Re: MEGA Brands Inc. The Corporation has distributed copies of this Offer Letter to Intermediaries, who are required to forward these materials to Non-Registered Holders. Non-Registered Holders should promptly contact their Intermediaries and obtain and follow their Intermediaries instructions with respect to the applicable submission procedures and deadlines, which may be earlier than the deadlines that are set out in this Offer Letter. Validity of Certain Matters All questions as to the validity, form, eligibility, receipt and acceptance of any submission of Warrants for Cashless Exercise pursuant to the Offer will be resolved by the Warrant Agent, whose determination will be final and binding. The Warrant Agent reserves the absolute right to reject any or all such submissions or withdrawals that are not in proper form or the acceptance of which could, in the opinion of the Warrant Agent or its counsel, be unlawful. Irrevocability of Submissions to the Offer Each Holder will agree in the Cashless Exercise Election that its submission of Warrants for Cashless Exercise pursuant to the Offer is irrevocable and may not be withdrawn once delivered to the Warrant Agent. Information Agent The Corporation has retained CST Phoenix Advisors to act as Information Agent with respect to the Offer and will pay the Information Agent a reasonable and customary fee for its services. Questions concerning the terms of the Offer should be directed to the Information Agent at its telephone number set forth on the back cover page hereof. Requests for additional copies of this Offer Letter and the accompanying Cashless Exercise Election Form should be directed to the Information Agent at its address and 5

9 telephone number set forth on the back cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or intermediary for assistance concerning the Offer. Fees and Expenses The Corporation will bear the costs of the Offer and will reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding this Offer Letter and the accompanying Cashless Exercise Election Form to beneficial owners of the Warrants. Miscellaneous The Offer is being made to all Holders. The Corporation is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to a federal, state, provincial or local statute. If the Corporation becomes aware of any jurisdiction where the making of the Offer is so prohibited, the Corporation will make a good faith effort to comply with any such statute. If, after such effort, the Corporation cannot comply with such statute, the Offer will not be made to (nor will Cashless Exercise Election Forms be accepted from or on behalf of) the Holders in such jurisdiction. THE AMENDMENTS AND SUPPORT AGREEMENT Amendments to the Warrant Indenture (the Warrant Amendments ) have been made to permit the cashless exercise of Warrants pursuant to the Offer. In connection with the Warrant Amendments and the transactions contemplated thereby, the approval of the Warrant Agent has been obtained in respect of the Warrant Amendments, and a waiver was obtained under our asset-based credit facility to permit the Warrant Amendments and the transactions contemplated thereby. Pursuant to the Support Agreement, the Supporting Entities, which beneficially own in aggregate approximately 17% of the outstanding Warrants as of April 2, 2013, have agreed to submit their Warrants for Cashless Exercise pursuant to the Offer, provided that the Offer Conditions are satisfied. The preceding statements are only a summary of certain provisions of the Warrant Indenture and Warrant Amendments and are qualified in their entirety by the full text of each, copies of which are available electronically under the System for Electronic Document Analysis and Retrieval (SEDAR) System (www.sedar.com). TAX CONSIDERATIONS Holders are strongly urged to consult with their own tax advisors for advice with respect to the tax consequences to them which may arise as a result of the Offer and the Cashless Exercise of Warrants pursuant to the Offer, having regard to their particular circumstances. WHERE YOU CAN FIND MORE INFORMATION Certain documents filed by the Corporation are available electronically under the System for Electronic Document Analysis and Retrieval (SEDAR) System (www.sedar.com). 6

10 Questions concerning the terms of the Offer, and requests for additional copies of this Offer Letter or the Cashless Exercise Election Form, should be directed to the Information Agent: North American Toll Free Phone: Banks, Brokers and collect calls: Toll Free Facsimile:

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