MOTION RECORD (returnable January 25, 2017)

Transcription

1 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL BETWEEN: ROYAL BANK OF CANADA Applicant - and - MAICVISION INC. Respondent MOTION RECORD (returnable January 25, 2017) Date: January 12, 2017 AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 Sanjeev P.R. Mitra (LSUC # 37934U) Tel: (416) Fax: (416) smitra@airdberlis.com Jeremy Nemers (LSUC # 66410Q) Tel: (416) Fax: (416) inemers@airdberlis.com Lawyers for James Williams & Associates Inc., in its capacity as the Court-appointed receiver of Ma/cvision Inc.

2 SERVICE LIST (Current as of January 9, 2017) TO: AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay St, Suite 1800 Toronto, ON M5H 2T9 Attention: Sanj Mitra Tel: (416) Fax: (416) Attention : Jeremy Nemers Tel: (416) Fax: (416) inemers@airdberlis.com Lawyers for the Court-Appointed Receiver AND TO: JAMES WILLIAMS & ASSOCIATES 110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Attention: Mukul Manchanda Tel: (416) (ext. 27) Fax: (416) mukul@iwilliamassoc.com Court-Appointed Receiver AND TO: DEVRY SMITH FRANK LLP Lawyers & Mediators 95 Barber Greene Rd., Suite 100 Toronto, ON M3C 3E9 Attention: James Satin Tel: (416) Fax: (416) iames.satin@devrylaw.ca Lawyers for the Applicant

3 AND TO: PETER CUSIMANO Barrister & Solicitor Bridgeland Ave. Toronto, ON M6A 1Y7 Tel: (416) Fax: (416) Lawyer for James Mark AND TO: FOGLER, RUBINOFF LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, ON M5K 1G8 Attention: Scott Venton Tel: (416) Fax: (416) Lawyers for Business Development Bank of Canada AND TO: MACDONALD SAGER MANIS LLP 150 York Street, Suite 800 Toronto, Ontario, M5H-3S5 Attention: Howard Manis Tel: (416) Fax (416) Lawyers for Jackson Fung AND TO: AND TO: MAKVISION INC Argentia Road, Unit 7 Mississauga, ON L5N 5Z2 MAKVISION INC Forest Ridge Drive Mississauga, ON L5M 5B

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5 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL BETWEEN: ROYAL BANK OF CANADA Applicant - and - MAKVISION INC. Respondent INDEX TAB Notice of Motion, returnable January 25, Draft Discharge Order 2 Draft Discharge Order blacklined to Model Discharge Order 3 First and Final Report of the Receiver dated January 11, Appendix A - Appointment Order dated March 1, 2016 Appendix B - Receiver Certificates re borrowed monies Appendix C - Receiver s Summary Statement of Receipts and Disbursements for the period March 1, 2016 through December 30, 2016 Appendix D - Bankruptcy Order and Certificate of Filing, dated August 16, 2016 Appendix E - Affidavit of Mukul Manchanda sworn January 11,2017 Appendix F - Affidavit of Sanj Mitra sworn January 10, 2017 A B C D E F

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7 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL BETWEEN: ROYAL BANK OF CANADA Applicant - and - MAKVISION INC. Respondent NOTICE OF MOTION (returnable January 25, 2017) James Williams & Associates Inc. ( JWA ), in its capacity as the Court-appointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties (the Property ) of Makvision Inc. (the Debtor ), will make a motion to a judge presiding over the Commercial List on Wednesday, January 25, 2017 at 10:00 a.m., or as soon after that time as the motion can be heard, at 330 University Avenue, Toronto, Ontario. PROPOSED METHOD OF HEARING: The motion is to be heard orally. THE MOTION IS FOR an Order, including, amongst other things: (a) if necessary, abridging the time for service and filing of this notice of motion and the motion record or, in the alternative, dispensing with same;

8 2 (b) approving the First and Final Report of the Receiver dated January 11, 2017 (the Report ) and approving the actions of the Receiver described therein; (c) approving the fees and disbursements of the Receiver and its counsel, including an accrual for fees and disbursements to be incurred to the completion of these proceedings; and (d) effective upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver, discharging JWA as Receiver and releasing JWA from any and all liability that JWA has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of JWA while acting in its capacity as Receiver; (e) such further and other relief as counsel may advise and this Court may permit. THE GROUNDS FOR THE MOTION ARE: (a) pursuant to an Order made March 1, 2016 (the Receivership Order ), JWA was appointed as the Receiver of the Debtor; (b) the Receiver has filed with the Court its Report outlining, amongst other things, the actions of the Receiver since the commencement of these proceedings; (c) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses in their capacity as Receiver and counsel thereto, respectively, which fees and expenses require the approval of this Court pursuant to the Receivership Order; (d) the Receivership Order authorizes the Receiver to pass its accounts from time to time, and to include any necessary solicitor fees and disbursements in the passing of the accounts; (e) as detailed in the Report, there are no available funds to distribute to the Debtor s secured creditors;

9 3 (f) the other grounds set out in the Report; (g) section 243 of the Banki'uptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended; (h) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended; (i) rules 1.04, 2.03, 3.02, 30, 37 and of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, as amended; and (j) such further and other grounds as counsel may advise and this Court may permit. 2. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the motion: (a) the Report and its appendices, including, without limitation, the affidavits sworn in support of the fees and disbursements of the Receiver and its counsel; and (b) such further and other material as counsel may submit and this Court may permit. Date: January 12, 2017 AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 Sanjeev P.R. Mitra (LSUC # 37934U) Tel: (416) Fax:(416) smitra@airdberlis.com Jeremy Nemers (LSUC # 66410Q) Tel: (416) Fax:(416) inemers@airdberlis.com Lawyers for the Receiver TO: ATTACHED SERVICE LIST

10 3 o 33 3O &cn <U J o I 00 <N 'O r-h I > u 6 'A u E tj 3 O u a La H 33 «e a a u sc fi W) ^3 u > o on, H <s g fc? S fa fi O & W ^ y l Sr fi o u / s tp m On t*- m % U P2 wo oo o.fi O ^ CO uo CO NO NO fi a: (/) H ;3- S y i w O' o Tp NO NO % U Is e ^ v wo ^ oo z (o' S S 4).. 15 H wo wo o CL) x> T3 2 g 00 «.si X p C3 fi tu Lawyers for James Williams & Associates Inc., in its capacity as the Court-appointed receiver o f Makvision Inc. T3 c z < u fc o * M <d >< o CaS _o "el Dh < O O CO O CO C\

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12 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL THE HONOURABLE ) WEDNESDAY, THE 25TH DAY JUSTICE ) ) OF JANUARY, 2017 BETWEEN : ROYAL BANK OF CANADA Applicant - and - MAKVISION INC. Respondent DISCHARGE ORDER THIS MOTION, made by James Williams & Associates Inc. ( JWA ), in its capacity as the Court-appointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Makvision Inc. (the Debtor ), for an order, amongst other things: (i) approving the First and Final Report of the Receiver dated January 11, 2017 (the Report ) and the actions of the Receiver set out therein; (ii) approving the fees and disbursements of the Receiver and its counsel, including an accrual for fees and disbursements to be incurred to the completion of these proceedings; (iii) discharging JWA as the Receiver of the

13 2 assets, undertakings and properties of the Debtor effective upon the filing of a certificate by the Receiver certifying that all matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver, in substantially the form attached hereto as Schedule A (the Discharge Certificate ); and (iv) releasing JWA from any and all liability, as set out in paragraph 7 of this Order, was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Report and the appendices thereto, including, without limitation, the affidavit of Mukul Manchada sworn January 11, 2017 (the Receiver s Fee Affidavit ) and the affidavit of Sanjeev Mitra sworn January 10, 2017 (the A&B Fee Affidavit ), and on hearing the submissions of counsel for the Receiver, no one appearing for any other person on the service list, although properly served as appears from the affidavit of Eunice Baltkois sworn January 12, 2017, filed, 1. THIS COURT ORDERS that the time for service and filing of the notice of motion and the motion record is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof. 2. THIS COURT ORDERS that the Report be and is hereby approved and the actions of the Receiver described therein be and are hereby approved. 3. THIS COURT ORDERS that the fees and disbursements of the Receiver for the period to and including January 6, 2017, as set out in the Receiver s Fee Affidavit, be and are hereby approved.

14 3 4. THIS COURT ORDERS that the fees and disbursements of the Receiver s legal counsel, Aird & Berlis LLP, for the period to and including January 6, 2017, as set out in the A&B Fee Affidavit, be and are hereby approved. 5. THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is hereby approved. 6. THIS COURT ORDERS that, upon the Receiver filing the Discharge Certificate, the Receiver shall be discharged as Receiver of the assets, undertakings and properties of the Debtor, provided however that notwithstanding its discharge herein: (a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein; and (b) the Receiver shall continue to have the benefit of the provisions of all Orders made in these proceedings, including all approvals, protections and stays of proceedings in favour of JWA, in its capacity as Receiver. 7. THIS COURT ORDERS AND DECLARES that, upon the Receiver filing the Discharge Certificate, JWA is hereby released and discharged from any and all liability that JWA now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of JWA while acting in its capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the Receiver s part. Without limiting the generality of the foregoing, JWA is hereby forever released and discharged from any and all liability relating to matters that were raised, or which could have been raised, in the within receivership proceedings, save and except for any gross negligence or wilful misconduct on the Receiver s part.

15 SCHEDULE A ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL BETWEEN: ROYAL BANK OF CANADA Applicant - and - MAKVISION INC. Respondent RECEIVER S DISCHARGE CERTIFICATE RECITALS (A) Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the Court ) made March 1, 2016, James Williams & Assocites Inc. ( JWA ) was appointed as receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Makvision Inc. (the Debtor ). (B) Pursuant to an Order of the Court dated January 25, 2017 (the Discharge Order ), JWA was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be effective upon the filing by the Receiver with the Court of a certificate confirming that all matters to be attended to in connection with the receivership of the Debtor have been completed

16 2 to the satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (a) the Receiver will remain Receiver for the performance of such incidental duties as may be required to complete the administration of these receivership proceedings; and (b) the Receiver will continue to have the benefit of the provisions of all Orders made in these proceedings, including all approvals, protections and stays of proceedings in favour of JWA, in its capacity as Receiver. (C) Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Discharge Order. THE RECEIVER CERTIFIES the following: 1. All matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver; and 2. This Certificate was filed by the Receiver with the Court on the day of, JAMES WILLIAMS & ASSOCIATES INC., in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity Per: Name: Title:

17 ROYAL BANK OF CANADA - and - MAKVISION INC. G <u G O Oh C/3 <D O & Oh u o o 00 CN i T H I > u o <D [in t: GO u CQ & Lawyers fo r James Williams & Associates Inc., in its capacity as the Court-appointed receiver o f Makvision Inc. CO o co o

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19 Ifemsefe-May 11, 2W ONTARIO SUPERIOR COURT OF JUSTICE {COMMERCIAL LIST { Court File No. fflffcv ct, TH&RONQURABfeE-fflffl } QDEKAAT, THE if JUfeHCE-ffiffl ) DAY OF MONTH, 20TP THE HONOURABLE 1 WEDNESDAY. THE 25TH DAY JUSTICE 1 OF JANUARY BETWEEN: HAABYH## Pfeifttiff ROYAL RANK OF CANADA Applicant - and -- MAKVISION INC. AEOENAANT Defendant Respondent DISCHARGE ORDER DOO&TOR-:.

20 2 THIS MOTION, made by fwbxeicepoz' NAME}James Williams & Associates Inc. t JWA ). in its capacity as the Court-appointed receiver tin such capacity, the - Receiver41) ). without security, of all the-rodertafemg^-propertv and assets of.[-ae6tqp}. undertakings and properties of Makvision Inc, (the - Debtor- ), for an order 1. amongst other things: ti) approving the aetmtres-ofaee-receiver as set-eut.in the reportfirst and Final Report of the Receiver dated faxeejjanuarv (the ^ReporCJvSr Report ) and the actions of the Receiver set out therein: tii) approving the fees and disbursements of the Receiver and its counsel^ 3_ apprevfflg-the-4i^thbtttk)n oftire-remaining preeeeds-avarteble-m the.estate-eetfae Debtor; [and] 4r including an accrual for fees and disbursements to be incurred to the completion of these proceedings: liii) discharging [PEXEIcEP-aZ NAMEj-JWA as the Receiver of theundvrtalvmg, property-and assets-eethe-pebtefft-w^ assets, undertakings and properties of the Debtor effective upon the filing of a certificate bv the Receiver certifying that all matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver, in substantially the form attached hereto as Schedule A (the Discharge Certificate ): and Civ) releasing [PEXEIcEPjZ NAMEjJWA from any and all liability, as set out in paragraph 11 of this Order}4, was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the ReportHhe affidavits-ef-the Ree-el-ver and-fts counsel as.te-fces.< the UAfr-AEElawfeE and the appendices thereto, including, without limitation, the affidavit of Mukul Manchada sworn January tthe Receiver s Fee Affidavit ) and the affidavit of Sanieev Mitra. sworn January (the A&B Fee Affidavit ), and on hearing the submissions of counsel for the Receiver, no one else-appearing for anv other person on the service list, although 4-tirtys-fetielH{rt?elftg-setjght, stakeholders-ftould be-specifleally-advisedra-nd given-ample notice. See.also Note - E-below.

21 Ji properly served as evideneed-bvappears from the AdfMavitaffidavit of P4AME]-Eunice Baltkois sworn faatsfjanuarv filed3^ 1. THIS COURT ORDERS that the aetmties-ef4he-reeeiver, as-set out iu-the-report,.arc barebwuppreved-r time for service and filing of the notice of motion and the motion record is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof. 2. THIS COURT ORDERS that the fees and disbur&emenfereport be and is hereby approved and the actions of the Receiver and its counsel, as-setout in the Report and the-fee- Arffidafefedescribed therein be and are hereby approved. 3. THIS COURT ORDERS thatr-after payment of the fees and disbursements herein appreveebof the Receiver shatb-pay the monies remaining in its-hands to [NAME 0$ fiaptvf}3 for the period to and including January as set out in the Receiver s Fee Affidavit, be and are hereby approved. i± THIS COURT ORDERS that the fees and disbursements of the Receiver s legal counsel. Aird & Berlis LLP, for the period to and including January as set out in the A&B Fee Affidavit, be and are hereby approved. fe THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is hereby approved. ^Adfe-madel-areterrtsswmes that the material filed su^etfsahdhmfetrtion to a specific secured creditor-of-etherparty;- BOGSTO-R: I20>93jng

22 4 fl 4-r-THIS COURT ORDERS that-upon-payment of the-amounts se-t out m-paragraph 3 hereof.[:anda upon the Receiver filing a-ea4fieate-eeftifylng.-that it.has-com-pl-eted the etherabhvkies-4e^ij^44ri-#ie-repfm4}the Discharge Certificate, the Receiver shall be discharged as Receiver of the unhei^amftg^-prof^ undertakings and properties of the Debtor, provided however that notwithstanding its discharge herein: (a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein^; and (b) the Receiver shall continue to have the benefit of the provisions of all Orders made in this.proceedi-h-gthese proceedings, including all approvals, protections and stays of proceedings in favour of {PEXBteEP» - MAMEUWA. in its capacity as Receiver. W X^THIS COURT ORDERS AND DECLARES thahpexbkefes^amel. upon the Receiver filing the Discharge Certificate. JWA is hereby released and discharged from any and all liability that p-kxktcfdos NAMEDWA now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of [PEXEIcEPaS-NAMEj-J WA while acting in its capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the Receiver's part. Without limiting the generality of the foregoing, [PE-XEIcEPjS -NAM-E}.TWA is hereby forever released and discharged from any and all liability relating to matters that were l-)ggs-i-arh40-1-w?\8

23 _5 raised, or which could have been raised, in the within receivership proceedings, save and except for any gross negligence or wilful misconduct on the Receiver1^ part.}4..qi-hhe-enfehancl;-the ReefaveF4rasg3reswr»kfaHa?perfa44ts activities te-the Court, and-presumably the-peperted ae-tivitiestove-beefi-appfoved in prior Orders. Moreover, tlae-ordei-that appointed the Reeeiv&r4tkejy-hasprotections infavour of the Receiver,.fabescdactors tend to incti-cate 4haPa general release- ef the Receive-ins not necessary.. Qa-th -&ther4mftd, the Receiverfaas-eefacfamlydfra representative capacity-,--as the-gourt's officer, so the- &m4- maydfafa-thap-fa-is appropriate to-fasufate-the Receiver from all liability, by-way of-a-general release..sonic members -efahe-eifaeeffufattee fe-lt that..ahserfaa-general releaseh^efavershmgfafa&td back fiafas-aad/or wish-teeeadaekthfaums-bar process, -which would iinnecessarity-adefakfte-abche&spto the receivership. The-.gerteralrefaasefarirgtfage4iTrsfae6ri-Tfade4-tedtrfad%frm&t'model ordepas-afr-offafafl-efliy, to be cons-mered-by-thepresfafag Judge-rn each-specific-case. See also Note 1, abowr

24 SCHEDULE A ONTARIO SUPERIOR COURT OF.TUSTTCE (COMMERCIAL LIST! Court File No. CV CT, BF.TWFFN: ROYAL BANK OF CANADA Applicant - and - Respondent 2349S84T4- RECEIVER S DISCHARGE CERTIFICATE RFCTTALS (At Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial Listt (the Court ) made March James Williams & Assocites Inc. ( JWA ) was appointed as receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Makvision Inc, (the Debtor ). (B) Pursuant to an Order of the Court dated January (the Discharge Order ). JWA was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be

25 2 effective upon the filing bv the Receiver with the Court of a certificate confirming that all matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (at the Receiver will remain Receiver for the performance of such incidental duties as mav be required to complete the administration of these receivership proceedings: and (b) the Receiver will continue to have the benefit of the provisions of all Orders made in these proceedings, including all approvals, protections and stays of proceedings in favour of JWA. in its capacity as Receiver. tct Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Discharge Order. THE RECEIVER CERTIFIES the following: 1. All matters to be attended to in connection with the receivership of the Debtor have been completed to the satisfaction of the Receiver: and 2. This Certificate was filed bv the Receiver with the Court on the dav of TAMES WTEEIAMS & ASSOCIATES INC,, in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity Per: Name: Title:

26 o ootloo <N) vo I > u 6 z JD E a c <u -a coo, tz> <0 ec Wl U * < H cz; (is, i C I h ; o! o! m s s» H «-d s S S so 6.' fi % PM pi & Pi O 0 Pi < x u c«* q PM 21 C/3 M h-i c >- as P ^ Pi 3 PQ og P «l ^jqi o oc <Da <D +-» '5 C/3 E 2 13 *G o *9 m O' t- CN iri - G O c jo ON t U & C/3 d egu & > <u E eg 75 in oo o cn in i NO 00 s m in» cn 'O 00 (c 3 F.mail: smitra@airdber1is.com < < < U sx c < M? o _o Ei c.

27 Jeremv Nemers CLSUC # ) 1 Cj ccc ^t in (V- s CN ' > t»n, ^ O i ( </5 R in cn vc vo S3 > o v vc vc fj= 0; 2 2 5j 13 $ ij_ p- a c CO a

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29 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: ROYAL BANK OF CANADA Applicant - and - MAKVISION INC. Respondent I. INTRODUCTION This is the First and Final Report to Court (the Report ) of James Williams & Associates Inc. ( JWAI ) in its capacity as Court-appointed receiver (in such capacity, the Receiver ) of all the assets, undertakings and properties of Makvision Inc. ( Makvision or the Company ). JWAI was appointed as the Receiver pursuant to the Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) made on March 1, 2016 (the Appointment Order ). The Appointment Order was obtained on the application of one of Makvision s secured creditors, Royal Bank of Canada ( RBC ). Attached as Appendix A to this Report is a copy of the Appointment Order. Following the appointment, the Receiver retained Aird & Berlis LLP ( A&B ) as its lawyers. The purpose of this Report is to seek: i. the Court s approval of this Report and the activities described herein; ii. the Court s approval of the fees and disbursements of the Receiver in the amount of $36, (plus HST);

30 iii. iv. the Court s approval of the fees and disbursements of A&B in the amount of $5, (plus HST); the Court s approval of the Fee Accrual (as defined herein); and v. effective upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver, the discharge of JWAI as the Receiver and release of JWAI from any and all liability that JWAI has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of JWAI while acting in its capacity as the Receiver. II. BACKGROUND Makvision is a private corporation incorporated pursuant to the laws of Ontario, which specialized in manufacturing computer monitors for the gaming and casino industry. At the time of the Receiver s appointment, Makvision had ceased these activities and had loaned money in connection with the production of a film. Ill ACTIVITIES OF THE RECEIVER Immediately following its appointment, the Receiver met with the Company s director, Andre Mak ( Andre ), in order to obtain information necessary to complete the Receiver s statutory notice obligations and to identify the Company s assets. The Receiver attended at various meetings with Andre and reviewed available accounting records of the Company. The Receiver also demanded information from the Company s external accountant. Based on information provided by RBC prior to the receivership, the Receiver understood that the Company s realizable assets would likely be loans receivable from Meza Production Inc. ( Meza ), Indiepro Studios Inc. ( Indiepro ) and 2X Entertainment Inc. ( 2x, and together with Meza and Indiepro, the James Companies ), which loans were advanced for the purpose of production of a movie, as well as a film tax credit refund. The Receiver contacted James Mark ( Mark ), principal of the James Companies, in order to gather information regarding the receivables related to each of the James Companies. On April 25, 2016 the Receiver received an from Mark s counsel, advising that: 2x did not owe any monies to Makvision; Indiepro owed approximately $120,844 to Makvision. Terms for this loan were agreed upon verbally. It was an interest free loan, with no repayment of principal required until such time as Indiepro receives monies owed to it from certain third parties, which receipt was contingent on distribution of the movie; and (2)

31 Meza s financial records were not prepared and Mark did not have access to the bank accounts for Meza. Further, Makvision entered into a verbal agreement, similar to Indiepro, with Meza for the repayment of loan, which loan would not be repayable until the movie had been distributed and certain third parties had been paid. The limited information provided by Andre and Mark suggested that the issue of repayment of loans receivable from the James Companies could not be resolved without litigation. Further, the ownership of the movie was also in dispute. Given the ownership issue and the fact that the movie has not been distributed or broadcasted in Canada, the Receiver concluded that Makvision would not be eligible to claim a film tax credit refund. Given the above information, and in consultation with RBC (which was the first-ranking secured creditor in respect of the Company s accounts receivable, pursuant to a priority agreement with the Company s other general secured creditor, Business Development Bank of Canada ( BDC )), the Receiver determined that it would not be commercially reasonable for the Receiver to pursue collection of the loans receivable from James Companies or file the film tax credit refund application. The Receiver also took possession of, and realized on, a vehicle owned by Makvision. The proceeds of realization, net of commission, were $15, (the Net Vehicle Proceeds ). Other than the vehicle and the receivables, Makvision does not appear to have had any other assets at the outset of these proceedings. Pursuant to paragraph 21 of the Appointment Order, the Receiver borrowed monies from JWAI and RBC in the total respective amounts of $ and $20, (the Receiver Borrowings ) to administer these proceedings. RBC has indicated to the Receiver that is not prepared to fund these proceedings any further (apart from additional funding required to obtain the Receiver s discharge), and BDC has advised the Receiver, through counsel, that it is not prepared to fund these proceedings. Receiver Certificates representing the Receiver Borrowings are attached hereto as Appendix B. The Receiver has also been advised, through counsel, that each of RBC and BDC has now assigned its respective debt and security to a third-party, which third-party is also not prepared to fund these proceedings. IV RECEIPTS AND DISBURSEMENTS AND CASH POSITION As at December 30, 2016, the Receiver has realized total receipts of $35, (i.e., the Net Vehicle Proceeds plus the Receiver Borrowings) and has made total disbursements of $35, The Receiver's Summary Statement of Receipts and Disbursements for the period from the Date of Appointment to December 30, 2016 is attached as Appendix C to this Report. (3)

32 V BANKRUPTCY ASSIGNMENT On August 16, 2016, RBC obtained an Order from the Ontario Superior Court of Justice adjudging Makvision bankrupt and appointing JWAI as trustee of Makvision s estate (the Bankruptcy Order ). The Office of the Superintendent of Bankruptcy issued a Certificate of Filing of a Bankruptcy Order on August 23, 2016, which was later amended on September 1, 2016 (collectively, the Certificate of Filing ). Copies of the Bankruptcy Order and the Certificate of Filing are attached as Appendix D to this Report. VI FEES AND DISBURSEMENTS OF THE RECEIVER The Receiver is seeking approval of its aggregate fees and disbursements in the sum of $36, (plus HST) for the period March 1, 2016 to January 6, Attached hereto as Appendix E is the sworn Affidavit of Mukul Manchanda of JWAI in support of the fees and disbursements of JWAI for this period. The Receiver s time charges are actual charges relating to specific tasks including, but not limited to: statutory filing and reporting; maintaining the receivership bank account, including management of receipts and disbursements; reviewing loans receivable; and assessing tax filings. The Receiver believes that the rates charged throughout the course of the receivership are fair and reasonable. The average hourly billing rates outlined on the accounts summary are the normal average hourly rates charged by the Receiver for services rendered in relation to similar proceedings. VII FEES AND DISBURSEMENTS OF THE RECEIVER S COUNSEL The Receiver is seeking approval of the aggregate fees and disbursements of its counsel, A&B, in the sum of $5, (plus HST) for the period March 1, 2016 to January 6, Attached hereto and marked as Appendix F is the sworn Affidavit of Sanj Mitra of A&B in support of the fees and disbursements for this period. The Receiver believes the fees and disbursements of A&B are fair and reasonable. VIII FEE ACCRUAL Assuming that there is no opposition to the relief being requested by the Receiver, the Receiver and A&B estimate that they will incur additional fees in the amounts of $3,200 and $1,500, respectively, plus disbursements and HST, to complete these receivership proceedings (collectively, the Fee Accrual ). IX INSUFFICIENT FUNDS TO MAKE DISTRIBUTION The Receiver does not anticipate being in a position to make any distributions to the Company s secured creditors. (4)

33 X RECEIVER S DISCHARGE The administration of the receivership is substantially complete, as the Receiver has completed its investigation of the loans receivable and filing of the film tax credit. The Receiver therefore seeks to be discharged upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver. XI SUMMARY The Receiver respectfully requests that this Court grant the relief requested in this Report. Dated at Toronto this 11th day of January, 2017 James Williams & Associates Inc., solely in its capacity as Receiver of Makvision Inc. and not in its personal or corporate capacity. (5)

34 TAB A

35 Revised: January 21, 2014 s.243(1) BIA (National Receiver) and s. 101 CJA (Ontario) Receiver ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL THE HONOURABLE ) TUESDAY, THE 1 ST JUSTICE cjo-euobooiti l DAY OF MARCH, 2016 ROYAL BANK OF CANADA - and - MAKVISION INC. ORDER (appointing Receiver) Applicant Respondent THIS MOTION made by the Applicant for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing James Williams & Associates Inc. as receiver (the "Receiver") without security, of all of the assets, undertakings and properties of Makvision Inc. (the "Debtor") acquired for, or used in relation to a business carried on by the Debtor, was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the affidavit of Arian Netjati sworn February 5, 2016 and the Exhibits thereto and on hearing the submissions of counsel for the Applicant, ^M-r. dene, HoJc p-p^ Q>r Mac, Pit? pondeicfc. DOCSTOR: \9

36 -2- on reading the consent of James Williams & Associates Inc. to act as the Receiver, Respondent although-eluiy ^ei-ved as.apjjeai^fmnrthe-afficltvvitofserviee'ofty -sworn - and SERVICE 1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof. APPOINTMENT 2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of the CJA, James Williams & Associates Inc. is hereby appointed Receiver, without security, of all of the assets, undertakings and properties of the Debtor acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (the "Property"). RECEIVER S POWERS 3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not obligated, to act at once in respect of the Property and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable: (a) to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property; (b) (c) to receive, preserve, and protect the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the talcing of physical inventories and the placement of such insurance coverage as may be necessary or desirable; to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise DOCSTOR: \9

37 of the Receiver's powers and duties, including without limitation those conferred by this Order; to receive and collect all monies and accounts now owed or hereafter owing to the Debtor and to exercise all remedies of the Debtor in collecting such monies, including, without limitation, to enforce any security held by the Debtor; to settle, extend or compromise any indebtedness owing to the Debtor; to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of the Debtor, for any purpose pursuant to this Order; to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Debtor, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding; to market any or all of the Property, including advertising and soliciting offers in respect of the Property or any part or parts thereof and negotiating such tenns and conditions of sale as the Receiver in its discretion may deem appropriate; to sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business, (i) without the approval of this Court in respect of any transaction not exceeding $100,000.00, provided that the aggregate consideration for all such transactions does not exceed $250,000.00; and

38 -4 - (ii) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause; and in each such case notice under subsection 63(4) of the Ontario Personal Property Security Act, [or section 31 of the Ontario Mortgages Act, as the case may be, shall not be required, and in each case the Ontario Bulk Sales Act shall not apply. (j) (k) (l) (m) (n) (o) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property; to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable; to register a copy of this Order and any other Orders in respect of the Property against title to any of the Property; to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Debtor; to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtor, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtor; to exercise any shareholder, partnership, joint venture or other rights which the Debtor may have; and DOCSTOR: X9

39 -5 - (p) to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations. and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtor, and without interference from any other Person. DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER 4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on its instructions or behalf, and (iii) all other individuals, firms, coiporations, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property to the Receiver upon the Receiver's request. 5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the existence of any books, documents, securities, contracts, orders, corporate and accounting records, and any other papers, records and information of any kind related to the business or affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure. 6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully DOCSTOR: X9

40 -6- copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may in its discretion require including providing the Receiver with instructions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information. 7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords with notice of the Receiver s intention to remove any fixtures from any leased premises at least seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled to have a representative present in the leased premises to observe such removal and, if the landlord disputes the Receiver s entitlement to remove any such fixture under the provisions of the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any applicable secured creditors, such landlord and the Receiver, or by further Order of this Court upon application by the Receiver on at least two (2) days notice to such landlord and any such secured creditors. NO PROCEEDINGS AGAINST THE RECEIVER 8. THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court. NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY 9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court. DOCSTOR: \9

41 -7- NO EXERCISE OF RIGHTS OR REMEDIES 10. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or affecting the Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided however that this stay and suspension does not apply in respect of any "eligible financial contract" as defined in the BIA, and further provided that nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from compliance with statutory or regulatory provisions relating to health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent the registration of a claim for lien. NO INTERFERENCE WITH THE RECEIVER 11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of or held by the Debtor, without written consent of the Receiver or leave of this Court. CONTINUATION OF SERVICES 12. THIS COURT ORDERS that all Persons having oral or written agreements with the Debtor or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Debtor are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or tenninating the supply of such goods or services as may be required by the Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current telephone numbers, facsimile numbers, internet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with normal payment practices of the Debtor or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court. DOCSTOR: \9

42 RECEIVER TO HOLD FUNDS 13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall be deposited into one or more new accounts to be opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further Order of this Court. EMPLOYEES 14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Receiver shall not be liable for any employee-related liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. PIPEDA 15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all DOCSTOR: 177I742\9

43 -9- other personal information to the Receiver, or ensure that all other personal information is destroyed. LIMITATION ON ENVIRONMENTAL LIABILITIES 16. THIS COURT ORDERS that nothing herein contained shall require the Receiver to occupy or to take control, care, charge, possession or management (separately and/or collectively, "Possession") of any of the Property that might be environmentally contaminated, might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of a substance contrary to any federal, provincial or other law respecting the protection, conservation, enhancement, remediation or rehabilitation of the environment or relating to the disposal of waste or other contamination including, without limitation, the Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations thereunder (the "Environmental Legislation"), provided however that nothing herein shall exempt the Receiver from any duty to report or make disclosure imposed by applicable Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in pursuance of the Receiver s duties and powers under this Order, be deemed to be in Possession of any of the Property within the meaning of any Environmental Legislation, unless it is actually in possession, LIMITATION ON THE RECEIVER S LIABILITY 17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result of its appointment or the carrying out the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order shall derogate from the protections afforded the Receiver by section of the BIA or by any other applicable legislation. RECEIVER'S ACCOUNTS 18. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their reasonable fees and disbursements, in each case at their standard rates and charges unless otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the DOCSTOR: V9

44 - 10- Property, as security for such fees and disbursements, both before and after the making of this Order in respect of these proceedings, and that the Receiver's Charge shall form a first charge on the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the BIA. 19. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts from time to time, and for this purpose the accounts of the Receiver and its legal counsel are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice. 20. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including legal fees and disbursements, incurred at the standard rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court. FUNDING OF THE RECEIVERSHIP 21. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $150, (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver s Charge and the charges as set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA. 22. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court. DOCSTOR:

45 - Ills, THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver s Certificates") for any amount borrowed by it pursuant to this Order. 24. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver s Certificates evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's Certificates. SERVICE AND NOTICE 25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the Protocol ) is approved and adopted by reference herein and, in this proceeding, the service of documents made in accordance with the Protocol (which can be found on the Commercial List website at shall be valid and effective service. Subject to Rule this Order shall constitute an order for substituted service pursuant to Rule of the Rules of Civil Procedure. Subject to Rule 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in accordance with the Protocol will be effective on transmission. This Court further orders that a Case Website shall be established in accordance with the Protocol with the following URL http.v/jwilliamsassoc,com/case 1 7.htm. 26. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any other materials and orders in these proceedings, any notices or other correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile transmission to the Debtor's creditors or other interested parties at their respective addresses as last shown on the records of the Debtor and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing. GENERAL 27. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder. DOCSTOR: I771742\9

46 THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtor. 29. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order, 30. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order, and that the Receiver is authorized and empowered to act as a representative in respect of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction outside Canada. 31. THIS COURT ORDERS that the Applicant shall have its costs of this motion, up to and including entry and service of this Order, provided for by the terms of the Plaintiffs security or, if not so provided by the Plaintiffs security, then on a substantial indemnity basis to be paid by the Receiver from the Debtor's estate with such priority and at such time as this Court may determine. 32. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven (7) days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order. ENTERED AT / INSCRIT A TORONTO ON / BOOK NO: LE/DANS LE FIEGISTRE NO.: MAR DOCSTOR: \9

47 DOCSTOR: \8 SCHEDULE"A" RECEIVER CERTIFICATE CERTIFICATE NO. AMOUNT $ 1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the "Receiver") of the assets, undertakings and properties Makvision Inc. acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the Property ) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the day of, 20 (the "Order") made in an action having Court file number CV CL, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of $, being part of the total principal sum of $ which the Receiver is authorized to borrow under and pursuant to the Order. 2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily] [monthly not in advance on the day of each month] after the date hereof at a notional rate per annum equal to the rate of per cent above the prime commercial lending rate of Bank of from time to time. 3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses. 4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario. 5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver DOCSTOR-# v8-Model_Reccivership_Order_(T Reyes).doc

48 -2- to any person other than the holder of this certificate without the prior written consent of the holder of this certificate. 6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court. 7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order. DATED the day of, James Williams & Associates Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity Per: Name: James Williams Title: DOCSTOR-#l77l742-v8-Model_Receivership_Order_(T_Reyes).doc

49 0 o 1 NS- OD CM CD i > O JD iz -e 3 o O CO O CD O c CD o o o o cd c b 8 CL Ui Q o SI u_ T T3 EZ m<# >- $ > g UJ ra Q _J o = OJ 00 LLJ o'00 (0 O 0 0) -Q i 00 CQ LD CD CO.2 k_ TO -4-c C o z m o h- h* CD CO «ah~ Ui or,cf a, O O r- O h- Mh O <r- N- CD CD ii CO S t v- M- -sf Q ra I u_ Lawyers for the Applicant o z o CO c (i) 'O coq. (/) 0) cc CD 1 0 o c (0 < Q < Z < o UL o I z < CD o DC

50 TAB B

51 SCHEDULE A' RECEIVER CERTIFICATE CERTIFICATE NO: 001 AMOUNT: $ THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the "Receiver ) of the assets, undertakings and properties Makvision Inc. (the "Debtor ) acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the Property ) appointed by Order the Ontario Superior court of Justice dated the 1st day of March, 2016 (the "Order ) made in an action having court file number CV CL, has received as such receiver from the holder of this certificate (the Lender") the principal sum of $210.00, being part of the total principal sum of $150, which the Receiver is authorized to borrow under and pursuant to the Order, 2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded daily after the date hereof at a notional rate per annum equal to the rate of 2.5 per cent above the prime commercial lending rate of the Royal Bank of Canada from time to time. 3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other, certificates issued by the Receiver pursuant to the Order or to any further order of the court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses. 4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

52 5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate. 6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court. 7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order. DATED the 15th day of April James Williams & Associates Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity.

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54 SCHEDULE A RECEIVER CERTIFICATE CERTIFICATE NO: 002 AMOUNT: $20, THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the Receiver ) of the assets, undertakings and properties Makvision Inc. (the Debtor ) acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the Property") appointed by Order the Ontario Superior court of Justice dated the 1st day of March, 2016 (the Order ) made in an action having court file number CV CL, has received as such receiver from the holder of this certificate (the Lender ) the principal sum of $20,000.00, being part of the total principal sum of $150, which the Receiver is authorized to borrow under and pursuant to the Order. 2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded daily after the date hereof at a notional rate per annum equal to the rate of 2.5 per cent above the prime commercial lending rate of the Royal Bank of Canada from time to time. 3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of ail other certificates issued by the Receiver pursuant to the Order or to any further order of the court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses. 4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

55 5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate. 6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court. 7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order. DATED the 20th day of April James Williams & Associates Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity. Title: President

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57 APPENDIX 'A' Makvision Inc. Statement of Receipts and Disbursements For the Period March 1, 2016 through December 30, 2016 Estate Receipts Advances from Secured Creditors $ 20, Sale of Vehicle 15, $ 35, Disbursements Cheque Stock Corporate Searches Filing Fees HST Paid insurance Legal Fees Postage Receiver's Fees Travel $ , , , $ 35, Cash on Deposit $

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59 ONTARIO SUPERIOR COURT OF JUSTICE IN BANKRUPTCY Court File No. 31 -OR T MASTER /Hi if 5 ) TUESDAY, THE 16th ' ) DAY OF AUGUST, 2016 ) IN THE MATTER OF THE BANKRUPTCY OF MAKVISION INC. INCORPORATED IN THE CITY OF MISSISSAUGA, IN THE PROVINCE OF ONTARIO BANKRUPTCY ORDER ON the Application of Royal Bank of Canada, a creditor of Makvision Inc., of the Province of Ontario, issued on the 21st day of July, 2016; HAVING READ the Application for Bankruptcy Order including the Affidavit of Verification (with exhibits), sworn by Arian Nejati on July 15, 2016; and HAVING HEARD submissions of counsel for the parties, and on consent; AND IT APPEARING to the Court that the following acts of Bankruptcy have been committed: Makvision Inc. has ceased to meet its liabilities generally as they become due in that it has failed to pay its obligations to Royal Bank of Canada. 1, THIS COURT HEREBY ORDERS that Makvision Inc., incorporated in the City of Mississauga, Province of Ontario, be adjudged bankrupt by virtue of this Bankruptcy Order hereby made on this date. 2. THIS COURT FURTHER ORDERS that James Williams & Associates Inc. of the Province of Ontario, be appointed as Trustee of the Estate of the Bankrupt.

60 -2-3. THIS COURT FURTHER ORDERS that the Trustee give security in cash or by bond or suretyship, without delay, in accordance with subsection 16(1) of the Bankruptcy and Insolvency Act. 4. THIS COURT FURTHER ORDERS that the Costs of the Applicant creditor be paid out of the Estate of the Bankrupt on taxation of the Estate. Master Ma;. _... Registrar in Bankruptcy

61 ONTARIO SUPERIOR COURT OF JUSTICE IN BANKRUPTCY Court File No. 31-OR T IN THE MATTER OF THE BANKRUPTCY OF MAKVISION INC., INCORPORATED IN THE CITY OF MISSISSAUGA, PROVINCE OF ONTARIO BANKRUPTCY ORDER DEVRY SMITH FRANK LLP Lawyers & Mediators 95 Barber Greene Road, Suite 100 Toronto, Ontario M3C 3E9 Janies Satin LSUC #44025R Tel : (416) Fax: (416) Lawyers for the applicant Royal Bank of Canada

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63 Industry Canada Office of the Superintendent of Bankruptcy Canada District of ONTARIO Division No Mississauga Court No Estate No Industrie Canada Bureau du surintendant des faillites Canada In the Matter of the Bankruptcy of: Makvision Inc. Debtor JAMES WILLIAMS & ASSOCIATES INC, Licensed Insolvency Trustee ORDINARY ADMINISTRATION Date of Bankruptcy: August 23, 2016, 09:3' Meeting of Creditors: September 6, 2016, 10: lie Yonge Street Toronto, ONTARIO Security: $*,*** Chair: Trustee Designated Person: Andre J. Mak CERTlEXCfiiTE-OF- FILING OF A BANKRUPTCY, ORDER - Session AI I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify, that: - the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor; - provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included. The designated person is required: _ to perform all duties imposed upon a bankrupt by the Bankruptcy and Insolvency Act and in particular, attend the first meeting of creditors and upon request appear before the Official Receiver for examination. The said trustee is required: - to serve upon the designated person, a copy of the bankruptcy order bearing the Official Receiver's endorsement and where applicable a notice of examination; - to provide to me, without delay, security in the aforementioned amount; - to send to all creditors, within five days after the date of the trustee's appointment, a notice of the bankruptcy; and - when applicable to call in the prescribed manner, a first meeting of creditors, to be held at the aforementioned time and place or at any other time and place that may be later requested by the Official Receiver. E-File / Depot electronique Date: August 23, 2016 Official Receiver Federal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R 3P7, 877/ Canada

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65 Industry Canada Industrie Canada Office of the Superintendent Bureau du surintendant of Bankruptcy Canada des faillites Canada District of ONTARIO Division No Mississauga Court No Estate No In the Matter of the Bankruptcy of: Makvision Inc. Debtor JAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee ORDINARY ADMINISTRATION Date of Bankruptcy: August 16, 2016, 09:3! Meeting of Creditors: September 6, 2016, 10: Yonge Street Toronto, ONTARIO Security: $*,*** Chair: Trustee Designated Person: Andre J. Mak CERTIFICATE OF FILING OF A BANKRUPTCY ORDER - Section 43 I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify, that: - the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor; - provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included. The designated person is required: _ to perform all duties imposed upon a bankrupt by the Bankruptcy and Insolvency Act and in particular, attend the first meeting of creditors and upon request appear before the Official Receiver for examination. The said trustee is required: - to serve upon the designated person, a copy of the bankruptcy order bearing the Official Receiver's endorsement and where applicable a notice of examination; - to provide to me, without delay, security in the aforementioned amount; - to send to all creditors, within five days after the date of the trustee's appointment, a notice of the bankruptcy; and - when applicable to call in the prescribed manner, a first meeting of creditors, to be held at the aforementioned time and place or at any other time and place that may be later requested by the Official Receiver. Date: September 1, 2016 E-File / Depot electronique Official Receiver Federal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R 3P7, 877/ *1 Canada

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67 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN ROYAL BANK OF CANADA - AND- Applicant MAKVISION INC. Respondent AFFIDAVIT OF MUKUL MANCHANDA (Sworn January 11, 2017) I, Mukul Manchanda, of the city of Brampton, in the Province of Ontario, MAKE OATH AND SAY AS FOLLOWS: 1. I am a Licensed Insolvency Trustee with James Williams & Associates Inc., the Court Appointed Receiver (the Receiver ) of Makvision Inc. ( Makvision or the Debtor ), and as such have knowledge of the matters deposed to herein, except where such knowledge is stated to be based on information and belief, in which case I state the source of the information and verily believe such information to be true. 2. The Receiver was appointed, without security, of certain of the assets, undertakings and properties of the Debtor by Order of the Court dated March 1, The Receiver has prepared a Statement of Account in connection with its appointment as Receiver detailing its services rendered and disbursements incurred for the period from March 1, 2016 through to the date of January 6, Attached hereto and marked as Exhibit A to this my Affidavit is a copy of the Statement of Account.

68 The average hourly rate in respect of the account is $ The statement of experience is included in the Exhibit. 4. The fees and disbursements of the Receiver, other than those of its counsel, and including HST, are $41, This Affidavit is made in support of a motion to, inter alia, approve the receipts and disbursements of the Receiver and its accounts. SWORN before me at the City of ' Toronto, in the Province of Ontario This 11th day of January, James Stewart Williams, a Commissioner, etb, Province of Ontario, for James Williams &. Associates Inc., Trustee in Bankruptcy. Expires April 6, MUKUL MANCHANDA

69 Attached is Exhibit A Referred to in the AFFIDAVIT OF MUKUL MANCHANDA Sworn before me This 11th dav of January, 2017 James Stewart Williams, a Commissioner, etc., Province of Ontario, for James Williams j & Associates!nc., Trustee in Bankruptcy. Expires^111,6,2010. *^, Commissioner for taking Affidavits, etc

70 EXHIBIT 'A' JAMES WILLIAMS & ASSOCIATES INC. STATEMENT OF ACCOUNT FOR THE PERIOD MARCH 1, 2016 THROUGH TO JANUARY 6, 2017 COURT APPOINTED RECEIVER OF MAKVISION INC. Staff Member Title Years of Service Total Hours Hourly Rate ($CDN) Amount Billed ($CDN) James Williams, Trustee President , Richard Williams, Trustee Sr. Manager , Mukul Manchanda, Trustee Sr. Manager , Andrew Williams Sr. Associate Total March 1,2016 thorugh to January 6, Average hourly rate of $ , Courier Charges Miscellaneous Expenses Disbursements (as at January 6, 2017) Net Fees and Disbursements 36, HST 4, Total 41,029.84

71 h-i 0 o 1 Tt 00 (N MO r < i > U 6 <u r < t; o O H < a ^jm m =fc U d aj J3 oo o cnj in oo I 33 ;r; 13 oo H o, l oo m ^ r K bd m ' jg Si io "g1 oo.a ' 03 I Mh w a o sl =tt O P tz) <1) ' a *n «MD V OO ^ lo >» Y ( a ^ <l> cc ^ H o m J2 in S sl oo J5. ' 3- SI 8cs Lawyers for James Williams & Associates Inc., in its capacity as the Court-appointed receiver of Makvision Inc. T3 sa S3 U ta O < M d 2Pi

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