X0202 4 1998-08-15 0 0000894568 TOUCHTUNES MUSIC CORP TTMC 0000898286 CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRE CDP CAPITAL 1000, PLACE JEAN-PAUL-RIOPELLE MONTREAL A8 H2Z 2B3 QUEBEC, CANADA 0 0 1 0 Series C Preferred Stock 2003-06-10 4 P 0 25000000 0.50 A 25000000 D 12% Convertible Debentures 2.00 1998-08-05 4 P 0 1400000.00 1400000.00 A Series A Convertible Preferred Stock 700000 4200000.00 I By subsidiary 12% Convertible Debentures 2.00 1998-11-02 4 P 0 2800000.00 2800000.00 A Series A Convertible Preferred Stock 1400000 7000000.00 I By subsidiary 12% Convertible Debentures 2.00 1999-03-22 4 P 0 500000.00 500000.00 A Series A Convertible Preferred Stock 250000 7500000.00 I By subsidiary 12% Convertible Debentures 1.75 1999-04-08 4 P 0 2500000.00 2500000.00 A Series A Convertible Preferred Stock 1428571 2500000.00 I By subsidiary 12% Convertible Debentures 1.75 1999-07-14 4 P 0 2000000.00 2000000.00 A Series A Convertible Preferred Stock 1142857 4500000.00 I By subsidiary 12% Convertible Debentures 1.75 1999-09-23 4 P 0 1500000.00 1500000.00 A Series A Convertible Preferred Stock 857143 6000000.00 I By subsidiary 12% Convertible Debentures 1.75 1999-11-03 4 P 0 1500000.00 1500000.00 A Series A Convertible Preferred Stock 857143 7500000.00 I By subsidiary 12% Convertible Debentures 2.00 1999-12-31 4 C 0 7500000.00 D Series A Convertible Preferred Stock 3750000 0.00 I By subsidiary 12% Convertible Debentures 1.75 1999-12-31 4 C 0 7500000.00 D Series A Convertible Preferred Stock 4285714 0.00 I By subsidiary Class B Stock 1999-12-31 4 C 0 60 D Series A Convertible Preferred Stock 150000 0 I By subsidiary Class C Stock 1999-12-31 4 C 0 420 D Series A Convertible Preferred Stock 1050000 0 I By subsidiary Series A Convertible Preferred Stock 1999-12-31 4 C 0 9235714 A Class A Voting Common Stock 9235714 9235774 I By subsidiary Series B Convertible Preferred Stock 2000-05-18 4 P 0 2222222 2.00 A Class A Voting Common Stock 2222222 2222222 I By subsidiary Series B Convertible Preferred Stock 2000-05-18 4 P 0 6666667 2.00 A Class A Voting Common Stock 6666667 6666667 I By subsidiary Series A Convertible Preferred Stock 2003-06-10 4 J 0 0 A Class A Voting Common Stock 18471548 9235774 D Series B Convertible Preferred Stock 2003-06-10 4 J 0 0 A Class A Voting Common Stock 31111111 8888889 D On June 10, 2003, the Reporting Person exchanged indebtedness in aggregate amount of $4,800,000 and its right to $10,203,123 in accrued dividends and interest for an aggregate of 25,000,000 shares of Series C Preferred Stock of the Issuer. Each share of Series C Preferred Stock has a liquidation preference of $.50 per share. The Series C Preferred Stock is non-convertible, non-voting, and is not entitled to any dividends. These securities were issued by Touchtunes Digital Jukebox Inc. ("TDJI"), a Canadian corporation and subsidiary of the Issuer. These securities were exchangeable for Series A Preferred Stock of the Issuer on the terms described herein. These securities were convertible immediately upon issuance. These promissory notes had no stated maturity, but were payable on demand after the occurrence of an event of default under the terms thereof. Each share of Series A Preferred Stock of the Issuer was initially convertible into one share of Class A Voting Common Stock, subject to the anti-dilution adjustments discussed in footnote 17. These securities were originally held by Sofinov Financiere D?Innovation Inc. ("Sofinov"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec) and a wholly owned subsidiary of the Reporting Person, Caisse de dep?t et placement du Qu?bec. Sofinov was succeeded-in-interest by Capital Technologies CDPQ Inc. ("Cap Tech"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec) and a wholly owned subsidiary of the Reporting Person, which subsequently assigned its entire interest in the Issuer directly to the Reporting Person. Represents the exchange of the aggregate principal amount of all Convertible Debentures with a conversion price of $2.00/share for shares of Series A Preferred Stock of the Issuer. Represents the exchange of the aggregate principal amount of all Convertible Debentures with a conversion price of $1.75/share for shares of Series A Preferred Stock of the Issuer. Represents the exchange of shares of Class B Stock of TDJI for Series A Preferred Stock of the Issuer pursuant to the terms thereof. Each share of Class B Stock of TDJI was exchangeable for 2,500 shares of Series A Preferred Stock of the Issuer. There is no expiration date on the conversion rights of these securities. Represents the exchange of shares of Class C Stock of TDJI for Series A Preferred Stock of the Issuer pursuant to the terms thereof. Each share of Class C Stock of TDJI was exchangeable for 2,500 shares of Series A Preferred Stock of the Issuer. Each share of Series B Preferred Stock of the Issuer was originally convertible into one share of Class A Voting Common Stock subject to the antidiultion adjustments described in footnote 17. These shares were originally held by Cap Tech, which subsequently assigned its entire interest in the Issuer to the Reporting Person. These shares were originally held by Capital Communications CDPQ Inc. ("Cap Com"), a legal entity duly incorporated under part 1A of the Companies Act (Quebec), a wholly owned subsidiary of the Reporting Person and an affiliate of Sofinov. Cap Com subsequently assigned its entire interest in the Issuer to the Reporting Person. As noted in Table I and footnote 1, on June 10, 2003, the Reporting Person exchanged indebtedness in aggregate amount of $4,800,000 and its right to $10,203,123 in accrued dividends and interest for an aggregate of 25,000,000 shares of Series C Preferred Stock of the Issuer. This transaction triggered the anti-dilution provisions of the Issuer?s certificate of incorporation relating to the Series A Preferred Stock and the Series B Preferred Stock, resulting in an increase in the number of shares of Class A Voting Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock. As a result, each share of Series A Preferred Stock became convertible into three (3) shares of Class A Voting Common Stock, and each share of Series B Preferred Stock became convertible into four and one-half (4.5) shares of Class A Voting Common Stock. Simultaneously, Cap Tech and Cap Com transferred all of their interests in the Issuer to the Reporting Person. By virtue of the adjustment in the conversion ratios described in footnote 17, the triggering of anti-dilution provisions did not result in the issuance of additional shares, resulting instead in a change to the respective conversion ratios of the Series A Preferred Stock and Series B Preferred Stock. Represents additional shares that the Reporting Person may acquire upon conversion of the Series A Preferred Stock and Series B Preferred Stock by virtue of the change in conversion ratios effected through the triggered anti-dilution provisions as described more fully in footnote 17. Following these adjustments, the 9,235,774 shares of Series A Preferred Stock held by the Reporting Person are convertible into an aggregate of 27,707,322 shares of Class A Voting Common Stock and the 8,888,889 shares of Series B Preferred Stock held by the Reporting Person are convertible into an aggregate of 40,000,000 shares of Class A Voting Common Stock. No additional consideration was provided by the Reporting Person for the change in conversion ratios of the Series A Preferred Stock and Series B Preferred Stock described herein. Caisse de dep?t et placement du Qu?bec By: /s/ Ginette Depelteau Its: Vice-president and Corporate Secretary 2005-06-20