Case BLS Doc 54 Filed 08/11/17 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 15

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1 Case BLS Doc 54 Filed 08/11/17 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Axios Logistics Solutions Inc., et al., 1 Debtors in a Foreign Proceeding. Chapter 15 Case No (BLS) Jointly Administered Related Doc. No. 52 RECEIVER S MOTION TO SHORTEN NOTICE OF RECEIVER S MOTION, PURSUANT TO SECTIONS 105(a), 363, 1501,1507, AND 1521 OF THE BANKRUPTCY CODE, AND BANKRUPTCY RULES 2002, 6004, AND 9014, FOR ENTRY OF AN ORDER (I) RECOGNIZING AND ENFORCING THE APPROVAL AND VESTING ORDER; (II) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS ASSETS FREE AND CLEAR OF ANY AND ALL LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS; (III) RECOGNIZING AND ENFORCING THE ANCILLARY ADMINISTRATION ORDER; AND (IV) GRANTING RELATED RELIEF A. Farber & Partners Inc. (the Receiver ), the court-appointed receiver and duly authorized foreign representative for Axios Logistics Solutions Inc., Axios Mobile Assets Inc., Axios Mobile Assets, Inc., and Axios Mobile Assets Corp. (collectively, the Debtors ) in the Canadian insolvency proceedings in Toronto, Ontario, Canada (the Canadian Proceeding ), 2 by and through their undersigned counsel, and in accordance with the Approval and Vesting Order (the Vesting Order ) and Ancillary Administration Order (the Administration Order ), drafts of which were served on interested parties on August 11, 2017, will be filed with the Canadian Court on August 14, 2017, and are set to be entered on August 24, 2017, files this motion (the 1 The last four digits of the Employer Identification Number for each debtor follow in parentheses: Axios Logistics Solutions Inc. (0963); Axios Mobile Assets Corp. (n/a); Axios Mobile Assets Inc. (n/a), and Axios Mobile Assets, Inc. (2778). The Debtors headquarters are located at 30 Topflight Drive, Unit 7, Mississauga, Ontario, L5S 0A8, Canada. 2 The Canadian Proceeding includes proceedings under both Canadian federal and provincial law. A. Farber & Partners Inc. was appointed as receiver pursuant to section 243(1) of the Bankruptcy and Insolvency Act (Canada) (the BIA ) and as receiver pursuant to section 101 of the Ontario s Courts of Justice Act (the CJA ) with respect to Axios Mobile Assets Inc. and as receiver pursuant to section 101 of the CJA with respect to the remaining above-captioned Debtors.

2 Case BLS Doc 54 Filed 08/11/17 Page 2 of 5 Motion to Shorten ) for entry of an order shortening the applicable notice period regarding its Motion Pursuant to Sections 105(a), 363, 1501, 1507, and 1521 of the Bankruptcy Code, and Bankruptcy Rules 2002, 6004, and 9014, for Entry of an Order (I) Recognizing the Enforcing the Approval and Vesting Order; (II) Authorizing the Sale of Substantially All of the Debtors Assets Free and Clear of any and All Liens, Claims, Encumbrances, and Other Interests; (III) Recognizing and Enforcing the Ancillary Administration Order; and (IV) Granting Related Relief (the Sale Motion ). In support of this Motion to Shorten, the Receiver respectfully represents as follows: JURISDICTION 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C This matter is a core proceeding within the meaning of 28 U.S.C. 157(b). 2. The predicates for the relief requested herein are Rules 2002 and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). BACKGROUND 3. On February 28, 2017 (the Petition Date ), the Receiver, on behalf of each of the Debtors, filed voluntary petitions under chapter 15 of the Bankruptcy Code (the Chapter 15 Cases ) for each of the respect Debtors and the Motion for Provisional and Final Orders Granting Recognition of Foreign Main Proceeding and Certain Related Relief [Docket No. 6] (the Petition for Recognition ) pursuant to section 1515 of the Bankruptcy Code seeking (i) entry of an Order recognizing the Canadian Proceeding as a foreign main proceeding pursuant 2

3 Case BLS Doc 54 Filed 08/11/17 Page 3 of 5 to section 1517 of the Bankruptcy Code and (ii) relief under sections 1520 and 1521 of the Bankruptcy Code. 4. On March 28, 2017, the Court entered an order approving the Petition for Recognition on a final basis [Docket No. 27] (the Final Order ). 5. A detailed factual background of the Debtors businesses, the Receiver, and the reasons for commencing these Chapter 15 Cases, is set forth in the Declaration of Peter Crawley in Connection with the Motion for Provisional and Final Orders Granting Recognition of Foreign Main Proceeding and Certain Related Relief [Docket No. 7] (the Crawley Declaration ). 6. By the Sale Motion, and as further described therein, the Receiver seeks to continue this value-maximizing process by entering into the transactions described in the Sale Motion. Additionally, the Receiver seeks recognition of the Administration Order which establishes authority for the Receiver to wind-down these cases, as well as the cases in Canada, in the most orderly and cost-effective manner. RELIEF REQUESTED 7. By this Motion to Shorten, the Receiver seeks entry of an order shortening the time for hearing on the Sale Motion and setting a shortened deadline for objections to the Sale Motion. give: BASIS FOR RELIEF REQUESTED 8. Bankruptcy Rule 2002(a) provides, in relevant part, that a movant must... at least 21 days notice by mail of:... (2) a proposed use, sale, or lease of property of the estate other than in the ordinary course of business, unless the court for cause 3

4 Case BLS Doc 54 Filed 08/11/17 Page 4 of 5 shown shortens the time or directs another method of giving notice... Fed. R. Bankr. P. 2002(a)(2). Local Rule (e) also provides that such period may be shortened by order of the Court upon written motion specifying the exigencies supporting shortened notice. See Del. Bankr. L.R (e); see also Fed. R. Bankr. P. 9006(c)(1) (permitting Court to shorten notice for cause shown ). 9. The Receiver respectfully suggests that cause exists to shorten the notice period for the Sale Motion from 21 days to 20 days. By this Motion to Shorten, the Debtors request entry of an order scheduling the Sale Motion to be heard at the August 31, 2017 hearing previously scheduled in these cases (the Sale Hearing ) and scheduling an objection deadline for the Sale Motion of August 24, 2017 (the Objection Deadline ). 10. As stated in more detail in the Sale Motion, the relief requested herein is appropriate to maximize the value of the Debtors estates for the benefit of their economic stakeholders. The relief requested is the culmination of months of effort on the part of the parties-in-interest to market and liquidate the Debtors assets. However, shortly before filing the Sale Motion, the Receiver and the Purchaser needed minimal additional time to gather necessary documentation required for the filing of the Purchase Agreement in the Canadian Proceeding and then these Chapter 15 Cases. Nonetheless, time is of the essence with respect to the U.S. Order and the closing of the Sale. Specifically, pursuant to the Purchase Agreement, the closing of the Sale must occur by the outside date of September 5, Further, the Receiver seeks to move as quickly as possible to implement the Sale and the Administration Order in order to limit the fees associated with administration of the cases in both Canada and the U.S. 11. Notice of this Motion to Shorten and the Sale Motion has been provided to all U.S. creditors, if known, as well those other creditors as set forth in the Sale Motion 4

5 Case BLS Doc 54 Filed 08/11/17 Page 5 of 5 (collectively, the Notice Parties ) by First Class U.S. Mail. The Receiver respectfully submits that in light of the nature of the relief requested and the reduction of the notice period by only one (1) day, prejudice to parties in interest is minimal, and that no other or further notice need be given. If the Court grants this Motion to Shorten, the Receiver will immediately filed a notice of the Sale Hearing (the Hearing Notice ) and serve a copy of the Hearing Notice and the Order on the Notice Parties by First Class U.S. Mail. WHEREFORE, the Receiver respectfully requests that this Court (i) grant the Motion to Shorten; (ii) schedule a hearing on the Sale Motion for August 31, 2017 at 10:00 a.m.; (iii) set August 24, 2017 at 4:00 p.m. as the deadline to respond to the Sale Motion; and (iv) grant the Debtors such further relief as is just and proper. Dated: August 11, 2017 Wilmington, Delaware /s/ Morgan L. Patterson Mark L. Desgrosseilliers (Del. Bar No. 4083) Morgan L. Patterson (Del. Bar No. 5388) Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, Delaware Telephone: (302) Facsimile: (302) mdesgrosseilliers@wcsr.com mpatterson@wcsr.com Attorneys for A. Farber & Partners Inc. WCSR v3 5

6 Case BLS Doc 54-1 Filed 08/11/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Axios Logistics Solutions Inc., et al., 1 Debtors in a Foreign Proceeding. Chapter 15 Case No (BLS) Jointly Administered Related Doc. No. ORDER GRANTING RECEIVER S MOTION TO SHORTEN NOTICE OF RECEIVER S MOTION, PURSUANT TO SECTIONS 105(a), 363, 1501, 1507, AND 1521 OF THE BANKRUPTCY CODE, AND BANKRUPTCY RULES 2002, 6004, AND 9014, FOR ENTRY OF AN ORDER (I) RECOGNIZING AND ENFORCING THE APPROVAL AND VESTING ORDER; (II) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS ASSETS FREE AND CLEAR OF ANY AND ALL LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS; (III) RECOGNIZING AND ENFORCING THE ANCILLARY ADMINISTRATION ORDER; AND (IV) GRANTING RELATED RELIEF Upon the motion (the Motion to Shorten ) 2 of A. Farber & Partners Inc. (the Receiver ), the court-appointed receiver and duly authorized foreign representative for Axios Logistics Solutions Inc., Axios Mobile Assets Inc., Axios Mobile Assets, Inc., and Axios Mobile Assets Corp. (collectively, the Debtors ), for entry of an order shortening the applicable notice period and setting a response deadline regarding the Receiver s Motion Pursuant to Sections 105(a), 363, 1501, 1507, and 1521 of the Bankruptcy Code, and Bankruptcy Rules 2002, 6004, and 9014, for Entry of an Order (I) Recognizing the Enforcing the Approval and Vesting Order; (II) Authorizing the Sale of Substantially All of the Debtors Assets Free and Clear of any and All Liens, Claims, Encumbrances, and Other Interests; (III) Recognizing and Enforcing the 1 2 The last four digits of the Employer Identification Number for each debtor follow in parentheses: Axios Logistics Solutions Inc. (0963); Axios Mobile Assets Corp. (n/a); Axios Mobile Assets Inc. (n/a), and Axios Mobile Assets, Inc. (2778). The Debtors headquarters are located at 30 Topflight Drive, Unit 7, Mississauga, Ontario, L5S 0A8, Canada. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion to Shorten.

7 Case BLS Doc 54-1 Filed 08/11/17 Page 2 of 2 Ancillary Administration Order; and (IV) Granting Related Relief (the Sale Motion ); and the Court having jurisdiction to consider the Motion to Shorten, and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and it appearing that due and adequate notice of the Motion to Shorten has been given under the circumstances; and the Court having considered the Motion to Shorten and the entry of this Order and determined that the relief requested therein is in the best interests of the parties; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion to Shorten is GRANTED. 2. A hearing on the Sale Motion shall be held on August 31, 2017 at 10:00 a.m. 3. Any responses to the Sale Motion shall be filed and served no later than August 24, 2017 at 4:00 p.m. 4. This Court retains its jurisdiction to interpret, implement, and enforce the provisions of this Order. Dated: August, 2017 The Honorable Brendan L. Shannon Chief United States Bankruptcy Judge 2 WCSR v1