I swear that this is Exhibit "H" to my Affidavit sworn December ~~ SWORN BEFORE ME at the City of ) Notary Puri

Transcription

1 I swear that this is Exhibit "H" to my Affidavit sworn December ~~ SWORN BEFORE ME at the City of ) New York, in the State of New York, U.S.A. ) this 'Хday of December, ) C ) Notary Puri ) ~. Cød1y P&creјra Notary Pi~bti;, State of New York No. и t re Qualified iй New York County М СопØssion Expires March 8,o~tiÌ

2 Case KJC Doc 67 Filed 12/22/16 Page 1 of 6

3 Case KJC Doc 67 Filed 12/22/16 Page 2 of 6

4 Case KJC Doc 67 Filed 12/22/16 Page 3 of 6

5 Case KJC Doc 67 Filed 12/22/16 Page 4 of 6

6 Case KJC Doc 67 Filed 12/22/16 Page 5 of 6

7 Case KJC Doc 67 Filed 12/22/16 Page 6 of 6

8 I swear that this is Exhibit "I" to mу Affidavit sworn December, SWORN BEFORE ME at the City of New York, in the State of New York, U.S.A. this day of December, c Notary Pub" Cechy Pereira Notary Pub k, State of New York No. 01FE Qualilcd in New York County My Conunission Expires March 8, Ø V

9 Case KJC Doc 73 Filed 12/22/16 Page 1 of 3

10 Case KJC Doc 73 Filed 12/22/16 Page 2 of 3

11 Case KJC Doc 73 Filed 12/22/16 Page 3 of 3

12 Case KJC Doc 73-1 Filed 12/22/16 Page 1 of 31

13 Case KJC Doc 73-1 Filed 12/22/16 Page 2 of 31

14 Case KJC Doc 73-1 Filed 12/22/16 Page 3 of 31

15 Case KJC Doc 73-1 Filed 12/22/16 Page 4 of 31

16 Case KJC Doc 73-1 Filed 12/22/16 Page 5 of 31

17 Case KJC Doc 73-1 Filed 12/22/16 Page 6 of 31

18 Case KJC Doc 73-1 Filed 12/22/16 Page 7 of 31

19 Case KJC Doc 73-1 Filed 12/22/16 Page 8 of 31

20 Case KJC Doc 73-1 Filed 12/22/16 Page 9 of 31

21 Case KJC Doc 73-1 Filed 12/22/16 Page 10 of 31

22 Case KJC Doc 73-1 Filed 12/22/16 Page 11 of 31

23 Case KJC Doc 73-1 Filed 12/22/16 Page 12 of 31

24 Case KJC Doc 73-1 Filed 12/22/16 Page 13 of 31

25 Case KJC Doc 73-1 Filed 12/22/16 Page 14 of 31

26 Case KJC Doc 73-1 Filed 12/22/16 Page 15 of 31

27 Case KJC Doc 73-1 Filed 12/22/16 Page 16 of 31

28 Case KJC Doc 73-1 Filed 12/22/16 Page 17 of 31

29 Case KJC Doc 73-1 Filed 12/22/16 Page 18 of 31

30 Case KJC Doc 73-1 Filed 12/22/16 Page 19 of 31

31 Case KJC Doc 73-1 Filed 12/22/16 Page 20 of 31

32 Case KJC Doc 73-1 Filed 12/22/16 Page 21 of 31

33 Case KJC Doc 73-1 Filed 12/22/16 Page 22 of 31

34 Case KJC Doc 73-1 Filed 12/22/16 Page 23 of 31

35 Case KJC Doc 73-1 Filed 12/22/16 Page 24 of 31

36 Case KJC Doc 73-1 Filed 12/22/16 Page 25 of 31

37 Case KJC Doc 73-1 Filed 12/22/16 Page 26 of 31

38 Case KJC Doc 73-1 Filed 12/22/16 Page 27 of 31

39 Case KJC Doc 73-1 Filed 12/22/16 Page 28 of 31

40 Case KJC Doc 73-1 Filed 12/22/16 Page 29 of 31

41 Case KJC Doc 73-1 Filed 12/22/16 Page 30 of 31

42 Case KJC Doc 73-1 Filed 12/22/16 Page 31 of 31

43 I swear that this is Exhibit "d" to my Affidavit sworn December SWORN BEFORE ME at the Cïtу of ) New York, in the State of New York, U.S.A. ) this day of December, ) Cu-L Notary Pнbи t { YJP Cecily Pereira Notary Puыk, State of New York No. OIFE Qualified in New York County My Conmiission Expires March 8, 0 I

44 Case KJC Doc 70 Filed 12/22/16 Page 1 of 7

45 Case KJC Doc 70 Filed 12/22/16 Page 2 of 7

46 Case KJC Doc 70 Filed 12/22/16 Page 3 of 7

47 Case KJC Doc 70 Filed 12/22/16 Page 4 of 7

48 Case KJC Doc 70 Filed 12/22/16 Page 5 of 7

49 Case KJC Doc 70 Filed 12/22/16 Page 6 of 7

50 Case KJC Doc 70 Filed 12/22/16 Page 7 of 7

51 Case KJC Doc 70-1 Filed 12/22/16 Page 1 of 9

52 Case KJC Doc 70-1 Filed 12/22/16 Page 2 of 9

53 Case KJC Doc 70-1 Filed 12/22/16 Page 3 of 9

54 Case KJC Doc 70-1 Filed 12/22/16 Page 4 of 9

55 Case KJC Doc 70-1 Filed 12/22/16 Page 5 of 9

56 Case KJC Doc 70-1 Filed 12/22/16 Page 6 of 9

57 Case KJC Doc 70-1 Filed 12/22/16 Page 7 of 9

58 Case KJC Doc 70-1 Filed 12/22/16 Page 8 of 9

59 Case KJC Doc 70-1 Filed 12/22/16 Page 9 of 9

60 I swear that this is Exhibit "K" to mу Affidavit sworn December SWORN BEFORE ME at the City of ) New York, in the State of New York, U.S.A. ) this ау of December, ) ) ) ) Ceailу Fereira Notary Public, State of New York No.01FЕб Qualified in New York County М Commission Expires Marсh 8, dì~

61 Case KJC Doc 69 Filed 12/22/16 Page 1 of 4

62 Case KJC Doc 69 Filed 12/22/16 Page 2 of 4

63 Case KJC Doc 69 Filed 12/22/16 Page 3 of 4

64 Case KJC Doc 69 Filed 12/22/16 Page 4 of 4

65 I swear that this is Exhibit "L" to my Affidavit sworn December o73, SWORN BEFORE ME at the City of ) New Yorkj in the State ofnew York, U.S.A. ) this r ~+ day of December, ) ) l Notary PubLk' ) DAVID ORLOFSK Cediу Pereira Notary Public, State of New York No. 01гЕ62781a8 QualІfied in New York County M Conmiission Expires March 8, aоl

66 Case KJC Doc 75 Filed 12/22/16 Page 1 of 7

67 Case KJC Doc 75 Filed 12/22/16 Page 2 of 7

68 Case KJC Doc 75 Filed 12/22/16 Page 3 of 7

69 Case KJC Doc 75 Filed 12/22/16 Page 4 of 7

70 Case KJC Doc 75 Filed 12/22/16 Page 5 of 7

71 Case KJC Doc 75 Filed 12/22/16 Page 6 of 7

72 Case KJC Doc 75 Filed 12/22/16 Page 7 of 7

73 I swear that this is Exhibit "M" to my Affidavit sworn Decembers S, SWORN BEFORE ME at the City of ) New York, in the State of New York, U.S.A. ) this day of December, ) ) ).Notary Pub1iс -'1 ) DAVID ORLOFS'Y Cechy Pereira Notary Yublie, State of New York No. Olг'Eб27814i8 Qualified in Ncw York Count.1y Сonuiùssion Expires March 8,

74 Case KJC Doc 72 Filed 12/22/16 Page 1 of 4

75 Case KJC Doc 72 Filed 12/22/16 Page 2 of 4

76 Case KJC Doc 72 Filed 12/22/16 Page 3 of 4

77 Case KJC Doc 72 Filed 12/22/16 Page 4 of 4

78 I swear that this is Exhibit "N" to mу Affidavit sworn December'')_, SWORN BEFORE ME at the City of ) New York, in the State of New York, U.S.A. ) this a 3'dау of December, ) -' ) Notary Publi' ) DAVID ORLOFSKY Cechy Pereira Notary Public, State of New York No. 01гЕ Qualiried ln New York County My Coumússion Expires March 8,

79 Case KJC Doc 78 Filed 12/22/16 Page 1 of 7

80 Case KJC Doc 78 Filed 12/22/16 Page 2 of 7

81 Case KJC Doc 78 Filed 12/22/16 Page 3 of 7

82 Case KJC Doc 78 Filed 12/22/16 Page 4 of 7

83 Case KJC Doc 78 Filed 12/22/16 Page 5 of 7

84 Case KJC Doc 78 Filed 12/22/16 Page 6 of 7

85 Case KJC Doc 78 Filed 12/22/16 Page 7 of 7

86 Case KJC Doc 78-1 Filed 12/22/16 Page 1 of 9

87 Case KJC Doc 78-1 Filed 12/22/16 Page 2 of 9

88 Case KJC Doc 78-1 Filed 12/22/16 Page 3 of 9

89 Case KJC Doc 78-1 Filed 12/22/16 Page 4 of 9

90 Case KJC Doc 78-1 Filed 12/22/16 Page 5 of 9

91 Case KJC Doc 78-1 Filed 12/22/16 Page 6 of 9

92 Case KJC Doc 78-1 Filed 12/22/16 Page 7 of 9

93 Case KJC Doc 78-1 Filed 12/22/16 Page 8 of 9

94 Case KJC Doc 78-1 Filed 12/22/16 Page 9 of 9

95 I swear that this is Exhibit "O" to mу Affidavit sworn December SWORN BEFORE ME at the City of New York, in the State of New York, U.S.A. this., day of December, јL Notary Pub" ) Cesiiy Fereira Notary Public, 8tate of New York No. 0iгЕ Qualified in New York County M Conmvssion Expires March 8,o2OI~ Ј

96 Case KJC Doc 77 Filed 12/22/16 Page 1 of 7

97 Case KJC Doc 77 Filed 12/22/16 Page 2 of 7

98 Case KJC Doc 77 Filed 12/22/16 Page 3 of 7

99 Case KJC Doc 77 Filed 12/22/16 Page 4 of 7

100 Case KJC Doc 77 Filed 12/22/16 Page 5 of 7

101 Case KJC Doc 77 Filed 12/22/16 Page 6 of 7

102 Case KJC Doc 77 Filed 12/22/16 Page 7 of 7

103 I swear that this is Exhibit "P" to my Affidavit sworn December, SWORN BEFORE ME at the City of New York, in the State of New York, U.S.A. this o З day of December, c Ø~- Notary Publi Cеcilу Pereira Notary Public, State of New York No. o1pe Qualified in Ncw York County~~ 1 - Courniission Expires March 8,

104 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE X In re: Chapter 11 MODULAR SPACE HOLDINGS, INC., et al., Debtors. 1 Case No (KJC) Jointly Administered Re: D.I. 2~ X ORDER APPROVING PROCEDURES FOR RIGHTS OFFERING AND RELATED FORMS AND AUTHORIZING THE DEBTORS TO CONDUCT THE RIGHTS OFFERING IN CONNECTION WITH THE DEBTORS' JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Upon the motion (the "Motion") 2 ofthe Debtors requesting (a) approval of the Rights Offering Procedures, including the forms of the Beneficial Owner Subscription Form, Investor Certificate and Master Subscription Form, and (b) authorization to conduct the Rights Offering in accordance with the Rights Offering Procedures, the Backstop Commitment Agreement and the Plan; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157(b) and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as off ebruary 29, 2012; and consideration of the Motion and the relief requested therein being a core proceeding as defined in 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C. 01: The Debtors and the last four digits of their respective United States Tax Identification Number, or similar foreign identification number, as applicable, are as follows: Modular Space Holdings, Inc. (8595); Modular Space Intermediate Holdings, Inc. (1161); Modular Space Corporation (5284); Resun ModSpace, Inc. (0701); ModSpace Government Financial Services, Inc. (8573); ModSpace Financial Services Canada, Ltd. (CRA BN 0001); and Resun Chippewa, LLC (6773). The address of the Debtors' corporate headquarters is 1200 Swedesford Road, Berwyn, PA Capitalized terms used but not defined herein shall have the meaning ascribed to them in the First Day Declaration.

105 1408 and 1409; and upon the First Day Declaration; and due and proper notice of the Motion having been provided under the circumstances; and it appearing that no other or further notice need be provided; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation thereon and sufficient cause appearing therefore; it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Motion is GRANTED as set forth herein. 2. The Rights Offering Procedures, substantially in the form attached hereto as Exhibit 1 and incorporated herein by reference, provide sufficient information to enable each holder of an Allowed Note Claim eligible to participate in the Rights Offering, are fair and reasonable and are hereby approved. 3. The Debtors are authorized to conduct the Rights Offering in accordance with the Rights Offering Procedures, as may be amended, pursuant to sections 105, 363, and 1145 of the Bankruptcy Code. 4. The Beneficial Owner Subscription Form, substantially in the form attached to the Rights Offering Procedures as Schedule 1, and incorporated herein by reference, provides sufficient information to enable each interested Eligible Holder (as applicable) to participate in the proposed Rights Offering. 5. The Investor Certificate, substantially in the form attached to the Rights Offering Procedures as Schedule 2, and incorporated herein by reference, provides sufficient information 0 I :

106 to enable the Debtors to establish a reasonable belief as to the status of Eligible Holders as Accredited Investors. 6. The Master Subscription Form, substantially in the form attached to the Rights Offering Procedures as Schedule 3, and incorporated herein by reference, provides sufficient information to enable brokers, banks, commercial banks, transfer agents, trust companies, dealers, or other agents or nominees for the Eligible Holders (as applicable) to subscribe for Rights Offering Equity Interests on behalf of Eligible Holders. 7. The Rights Exercise Period is a reasonable period of time for the Beneficial Owners of Notes to make an informed decision regarding whether or not to exercise their Subscription Rights and such Rights Exercise Period is hereby approved. 8. The Debtors' designation of Kurtzman Carson Consultants LLC as the Subscription Agent for the Rights Offering is hereby approved. 9. The Debtors are authorized to reimburse Nominees for their reasonable, actual and necessary out-of-pocket expenses incurred in performing the tasks set forth in the Rights Offering Procedures upon written request by such Nominees. 10. The Subscription Rights shall not be assignable or detachable, and shall not be transferable other than in connection with the transfer of the corresponding Allowed Note Claims. The Allowed Note Claims, and their corresponding Subscription Rights, may not be Transferred after the Rights Offering Record Date (other than as required or permitted pursuant to the Backstop Commitment Agreement). If any portion of an Allowed Note Claim is or has been (after the Rights Offering Record Date) Transferred by an Eligible Holder (other than as required or permitted pursuant to the Backstop Commitment Agreement), the corresponding Subscription Rights will be cancelled, and neither such Eligible Holder nor the transferee of such 01:

107 Allowed Note Claim will receive Offered Equity Interests in connection with such transferred Allowed Note Claim. Once an Eligible Holder has properly exercised its Subscription Rights, such exercise will be irrevocable. 11. Prior to the Effective Date, neither the Debtors nor any Eligible Holder shall be deemed to have made any admission or waiver as to the ultimate allowed amount of any Allowed Note Claim by virtue of participation in the Rights Offering. 12. The distribution of the Subscription Rights in connection with the Rights Offering and the issuance of new common equity interests in the Reorganized Entity on the Effective Date of the Plan to Eligible Holders upon exercise of such Subscription Rights qualify for the exemption from registration under applicable U.S. securities laws to the extent provided by section 1145 of the Bankruptcy Code. The distribution of Unsubscribed Equity Interests purchased by the Backstop Parties pursuant to the Backstop Commitment Agreement and the Commitment Premium Equity Interests qualify for the exemption from registration under applicable U.S. securities laws to the extent provided by section 4(a)(2) of the Securities Act of 1933, as amended. 13. The contents of the Motion satisfy the requirements set forth in Bankruptcy Rule 6003(b). 14. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (i) the terms of this Order shall be immediately effective and enforceable upon its entry, (ii) the Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in this Order, and (iii) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under this Order. 0 I :

108 15. The Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation or enforcement of this Order. Dated: December ""tt V, 2016 Wilmington, Delaware 0 I :

109 Case KJC Doc 80-1 Filed 12/22/16 Page 1 of 27

110 Case KJC Doc 80-1 Filed 12/22/16 Page 2 of 27

111 Case KJC Doc 80-1 Filed 12/22/16 Page 3 of 27

112 Case KJC Doc 80-1 Filed 12/22/16 Page 4 of 27

113 Case KJC Doc 80-1 Filed 12/22/16 Page 5 of 27

114 Case KJC Doc 80-1 Filed 12/22/16 Page 6 of 27

115 Case KJC Doc 80-1 Filed 12/22/16 Page 7 of 27

116 Case KJC Doc 80-1 Filed 12/22/16 Page 8 of 27

117 Case KJC Doc 80-1 Filed 12/22/16 Page 9 of 27

118 Case KJC Doc 80-1 Filed 12/22/16 Page 10 of 27

119 Case KJC Doc 80-1 Filed 12/22/16 Page 11 of 27

120 Case KJC Doc 80-1 Filed 12/22/16 Page 12 of 27

121 Case KJC Doc 80-1 Filed 12/22/16 Page 13 of 27

122 Case KJC Doc 80-1 Filed 12/22/16 Page 14 of 27

123 Case KJC Doc 80-1 Filed 12/22/16 Page 15 of 27

124 Case KJC Doc 80-1 Filed 12/22/16 Page 16 of 27

125 Case KJC Doc 80-1 Filed 12/22/16 Page 17 of 27

126 Case KJC Doc 80-1 Filed 12/22/16 Page 18 of 27

127 Case KJC Doc 80-1 Filed 12/22/16 Page 19 of 27

128 Case KJC Doc 80-1 Filed 12/22/16 Page 20 of 27

129 Case KJC Doc 80-1 Filed 12/22/16 Page 21 of 27

130 Case KJC Doc 80-1 Filed 12/22/16 Page 22 of 27

131 Case KJC Doc 80-1 Filed 12/22/16 Page 23 of 27

132 Case KJC Doc 80-1 Filed 12/22/16 Page 24 of 27

133 Case KJC Doc 80-1 Filed 12/22/16 Page 25 of 27

134 Case KJC Doc 80-1 Filed 12/22/16 Page 26 of 27

135 Case KJC Doc 80-1 Filed 12/22/16 Page 27 of 27

136 Court File No.: CV CL IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF MODULAR SPACE INTERMEDIATE HOLDINGS, INC., MODULAR SPACE CORPORATION, RESUN MODSPACE, INC., MODSPACE GOVERNMENT FINANCIAL SERVICES, INC., MODSPACE FINANCIAL SERVICES CANADA, LTD., RESUN CHIPPEWA, LLC AND MODULAR SPACE HOLDINGS, INC. (THE DEBTORS ) APPLICATION OF MODULAR SPACE CORPORATION UNDER SECTION 46 OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) PROCEEDINGS COMMENCED AT TORONTO APPLICATION RECORD (Returnable December 27, 2016) Volume 2 of 3 BORDEN LADNER GERVAIS LLP Bay Adelaide Centre, East Tower 22 Adelaide St. W. Toronto, ON M5H 4E3 ROGER JAIPARGAS / LSUC # 43275C Tel: rjaipargas@blg.com EVITA FERREIRA / LSUC# 69967K Tel: eferreira@blg.com TOR01: : v1 Lawyers for Modular Space Holdings, Inc., Modular Space Intermediate Holdings, Inc., Modular Space Corporation, Resun ModSpace, Inc., ModSpace Government Financial Services, Inc., ModSpace Financial Services Canada, Ltd. and Resun Chippewa, LLC