MOTION RECORD (Returnable: December 1,2016)

Transcription

1 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA AND ONTARIO INC. Respondents MOTION RECORD (Returnable: December 1,2016) Date: November 22, 2016 AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5 J 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 msi Spergel inc. TO: ATTACHED SERVICE LIST

2 INDEX

3 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA AND ONTARIO INC. Respondents MOTION RECORD INDEX TAB A. DOCUMENT Notice of Motion Draft Approval & Vesting Order (Arrow Transaction) Blackline Approval & Vesting Order to Model Order Draft Approval & Vesting Order (Supercare Transaction) Blackline Approval & Vesting Order to Model Order Draft Approval & Vesting Order (Hodgins Transaction) Blackline Approval & Vesting Order to Model Order Draft Ancillary Order Second Report of the Receiver Appendices to the Second Report of the Receiver Continuation Order dated June 29, 2016 Original Appointment Order dated June 29, 2016

4 3. Amendment to the Original Appointment Order dated August 3, First Report of the Receiver dated July 6, 2016 (with all appendices) 5. National Post Advertisement re Arrow Pharmacy 6. National Post Advertisement re Supercare Pharmacy 7. National Post Advertisement re Hodgins Pharmacy c. Confidential Appendices 1. Arrow CIM 2. Summary of Offers (Arrow Pharmacy) 3. Arrow Purchaser s Offer 4. Appraisal re Arrow Pharmacy 5. Supercare CIM 6. Summary of Offers (Supercare Pharmacy) 7. Supercare Purchaser s Offer 8. Appraisal re Supercare Pharmacy 9. Hodgins CIM 10. Summary of Offers (Hodgins Pharmacy) 11. Hodgins Purchaser s Offer 12. Appraisal re Hodgins Pharmacy D. Service List

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6 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents NOTICE OF MOTION (returnable December 1,2016) msi Spergel inc. ( Spergel ) in its capacity as the court-appointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy ( 226 ), Ontario Limited ( 155 ), Maranatha Drugs Inc. ( MDI ) and Ontario Inc. ( 231, and together with 226, 155 and MDI, the Debtors ), will make a motion to a judge presiding over the Commercial List on Thursday, December 1, 2016 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. 1. THE MOTION IS FOR an Order, 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;

7 -2- (b) approving the First Report of the Receiver dated July 6, 2016 (the First Report ) and the activities of the Receiver set out therein; (c) approving the Second Report of the Receiver dated November 22, 2016 (the Second Report ) and the activities of the Receiver set out therein; (d) approving the asset purchase agreements between the Receiver, as vendor, and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed (the AZ Purchaser ), as purchaser, dated, respectively, October 23, 2016 and November 3, 2016 (the AZ Sale Agreements ), and authorizing the Receiver to complete the transactions contemplated thereby (the AZ Transactions ); (e) vesting in the Purchaser, or as it has otherwise directed, all 226 s, MDI s and 231 s right, title and interest in and to the assets that form the subject of the respective AZ Sale Agreements, free and clear of any claims and encumbrances; (f) approving the asset purchase agreement between the Receiver, as vendor, and Maged Tadros in trust for a corporation to be formed (the MT Purchaser ), as purchaser, dated October 31, 2016 (the MT Sale Agreement, and together with the AZ Sale Agreements, the Sale Agreements ), and authorizing the Receiver to complete the transaction contemplated thereby (the MT Transaction, and together with the AZ Transactions, the Transactions ); (g) vesting in the Purchaser, or as it has otherwise directed, all 155 s and 231 s right, title and interest in and to the assets that form the subject of the respective MT Sale Agreement, free and clear of any claims and encumbrances; (h) sealing the Confidential Appendices to the Second Report (collectively, the Confidential Appendices ) until the closing of all the Transactions or further Order of this Court; (i) approving an increase in the Receiver s borrowing power to an amount not to exceed $500,000.00; and

8 -3 - (j) such further and other relief as counsel may advise and this Court may permit. 2. THE GROUNDS FOR THE MOTION ARE: (a) pursuant to the Orders of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the Court ) dated June 29, 2016 and August 3, 2016 (collectively, the Receivership Order ), Spergel was appointed as the Receiver of all the assets, undertakings and properties of the Debtors (collectively, the Property ); (b) pursuant to the Receivership Order, the Receiver is authorized to market any or all the Property, including advertising and soliciting offers in respect of the Property and negotiating such terms and conditions of sale as the Receiver, in its discretion, deems appropriate; (c) as described in more detail in the Second Report, the marketing and sale process has culminated in, amongst other things, the Sale Agreements, which the Receiver has accepted, subject to approval by this Court; (d) a condition of the Sale Agreements is that this Court provide sale approval and vesting orders in favour of the Purchasers (or as they otherwise direct); (e) the purchase prices contemplated by the Sale Agreements represent, in the Receiver s view, the best offers for the Property under the circumstances; (f) a sealing order is required because the Confidential Appendices contain certain commercially sensitive information, the release of which could prejudice the Debtors stakeholders if the Transactions were not to close; (g) the Receivership Order provided for the Receiver borrowing to a maximum of $200,000.00, which maximum sum is now proving to be insufficient, particularly if the Transactions were not to close; (h) the Debtors senior secured creditor will clearly suffer a shortfall and has consented to an increase of the Receiver s borrowing power to $500,000.00;

9 -4- (i) the Receiver has filed with the Court its First Report and its Second Report outlining, amongst other things, the actions of the Receiver since its appointment; (j) the Receiver s activities have been reasonable and responsible in accordance with the Receiver s mandate as provided by the Receivership Order; (k) the facts set out in the First Report and the Second Report; (l) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended; (m) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended; (n) rules 1.04, 2.03, 3.02, 11, 37 and 41 of the Rules of Civil Procedure-, and (o) such further and other grounds as counsel may advise and this Court may permit. 3. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the motion: (a) the First Report; (b) the Second Report; and (c) such further and other material as counsel may submit and this Court may permit.

10 -5- Date: November 22, 2016 AIRD & BERLIS LLP Barristers & Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, Ontario 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 msi Spergel inc., in its capacity as the Receiver TO: ATTACHED SERVICE LIST

11 ONTARIO INC. - and ONTARIO INC. o/a ARROW DRUGS PHARM ACY, - < H W c (U -3 aop. Vi CD c=h C 03 o 'Em Oh < P U o I ''3- VT) CM VO i > u 6 Pm tj3o U 1 a u MM H C/2 &! 5 p O P o u Pi o 3 w 2mP C/5 H t/3 MM P P MM U P o u a o o H "3 «wa «E E o «(A W) a m CJ CJ V o w Pm z 3 2h H S» 2 & E to S O 41 w«u «mm Pi H s 2 s Z S Ml M, p rr os o ro % U P C/2 P «irs a5 S3 C/5 S-H 0) * 10 S <? ^ fj ur> 2 g 00 p ~ S >o«vo w ' w *o3 * s TO I Pm pg a o ^M 'tf SO SO =tfc CD u p C/2. P.i 2 S <> i < w i ^ «ir> m od E so a a> oo OO G^1 z a; 4> VO 03 d o3 si CiH W Lawyers for msi Spergel inc., in its capacity as the Courtappointed Receiver o CO o Is Is- CN

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13 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL THE HONOURABLE ) THURSDAY, THE 1 ST DAY ) JUSTICE ) OF DECEMBER, ONTARIO INC. - and - Applicant ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA and ONTARIO INC. Respondents APPROVAL AND VESTING ORDER THIS MOTION, made by msi Spergel inc. ( Spergel ), in its capacity as the Courtappointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Inc. (the Debtor ), for an order, amongst other things, approving the sale transaction (the Transaction ) contemplated by the sale agreement between the Receiver and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated October 23, 2016 (the Sale Agreement ), a copy of which is attached as Confidential Appendix to the Second Report of the Receiver dated November 22,

14 (the Second Report ), and vesting in Ontario Inc. (the Purchaser ) all the Debtor s right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver and such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of Christine Doyle sworn November 22, 2016, filed, 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver s certificate to the Purchaser substantially in the form attached as Schedule A hereto (the Receiver s Certificate ), all the Debtor s right, title and interest in and to the Purchased Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the Claims ), including, without limiting the generality of the foregoing: (i) any

15 -3 - encumbrances or charges created by the Orders of the Honourable Justice Newbould dated June 29, 2016 and August 3, 2016; and (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system, and, for greater certainty, this Court orders that all the Claims affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets. 3. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receiver s Certificate all Claims shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. 4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver s Certificate, forthwith after delivery thereof. 5. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Receiver s or the Debtor s records pertaining to the Debtor s past and current employees. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Debtor.

16 -4-6. THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health Information Protection Act ( PHIPA ) the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation, medical, treatment and prescription information and histories in the Receiver s or the Debtor s records pertaining to the Debtor s past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PHIPA), shall be entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtor and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: (a) the pendency of these proceedings; (b) any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any bankruptcy order issued pursuant to any such applications; and (c) any assignment in bankruptcy made in respect of the Debtor, the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or

17 -5- provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). 9. 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.

18 Schedule A - Form of Receiver s Certificate ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents RECEIVER S CERTIFICATE RECITALS I. Pursuant to the Orders of the Elonourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the Court ) dated June 29, 2016 and August 3, 2016, msi Spergel inc. ( Spergel ) was appointed as the receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Inc. (the Debtor ). II. Pursuant to an Order of the Court dated December 1, 2016, the Court approved the sale agreement between the Receiver and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated October 23, 2016 (the Sale Agreement ), and provided for the vesting in Ontario Inc. (the Purchaser ) of all the Debtor s right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets ), which

19 vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the purchases price for the Purchased Assets; (ii) that the conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the transaction has been completed to the satisfaction of the Receiver. III. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement.. THE RECEIVER CERTIFIES the following. 1. The Purchaser has paid and the Receiver has received the purchase price for the Purchased Assets payable on the closing date pursuant to the Sale Agreement; 2. The conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; 3. The transaction has been completed to the satisfaction of the Receiver; and 4. This Certificate was delivered by the Receiver at [TIME] on [DATE], msi SPERGEL inc., solely in its capacity as court-appointed receiver of all the assets, undertakings and properties of the Debtor Per: Name: Title:

20 ONTARIO INC. - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, P c H P E <u T3 fi o Oh OT P O Oh Dm < p u o d- <o CN VO i M I > u 6 Z u p ti EO u 1 p u MM H c/3 P o s p o u Pi o 2 p P C/3 H C/3 MM P P < MM u Pi p o u s o M. O H H-< «-a O fl 0> s ow IZ> wo _E 3 V i» u o M P H C/3 P Q Z -< P O Pi.P p P co s r- ro % U C/5 fa «vo.«. *? ^ «2 [g in 'T < ' m so is $5 a. ^ s' & > S 8S ^ *73 w cd ST pp es u C/5 H n> -D y s cd i fa fa a o so s %u p c/5, CN r~u *7 & uo C VO 5 00 ^ (o So, - s s p.. v ^ H no no co o so 00 g '2 * ' ' cd? Pm PQ Lawyers for msi Spergel inc., in its capacity as the Receiver CO CSI 00 CM h- CM

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22 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No CV OQCL THE HONOURABLE THURSDAY. THE 1ST DAY JUSTICE i OF DECEMBER THE HONOURABLE JUSTICE ) - DAY, THE PAY ) ) OF,20 Plaintiff ONTARIO INC. Applicant - and DEFENDANT B E-T-W-EEN:- PEAINTIF-F- Defendant ONTARIO INC, o/a ARROW DRUGS PHARMACY ONTARIO LIMITED. MARANATHA DRUGS INC.. SAID SAAD BOTROS ATT ALL A and ONTARIO INC Respondents APPROVAL AND VESTING ORDER

23 -_2^. THIS MOTION, made by frf.cf.ivf.r's-namf.]msi Spergel inc. rspergel!. in its capacity as the Court-appointed receiver tin such capacity, the " Receiver^!. without security. of all the undertaking, property and -assets of [DEBTORJassets. undertakings and properties of Ontario Inc, (the - Debtor- ), for an order, amongst other things, approving the sale transaction (the -[[Transaction") contemplated by an agreement ef purchase and sale (the "Sale Agreement-)! contemplated by the sale agreement between the Receiver and [NAME OF PURCHASER] (the ' ' Purchaser") dated [DATE] and appended to theabou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated October (the Sale Agreement!, a copy of which is attached as Confidential Appendix to the Second Report of the Receiver dated ftaateinovember (the - Second Report-!, and vesting in Ontario Inc, ithe Purchaser! all the Debtor s right, title and interest in and to the assets described inthat form the subject of the Sale Agreement (the -[[Purchased Assets- ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver, [NAMES OF OTHER- PARTIES APPEARING}_and_ such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of [NAMEj-Christine Doyle sworn [DATE]November filed**-, order-sheuld-be'sefvedor-am'fersons-havhig-ab-eeonomiounterest in-the Purchased Asset%-ualess-eiroumstapees DOCSTOR: 120*927\l'l

24 r_ 3^ 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,3 and the execution of the Sale Agreement by the Receiver3 is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receivers certificate to the Purchaser substantially in the form attached as Schedule A hereto (the - Receiver s Certificate- ), all ef-the Debtor'ls right, title and interest in and to the Purchased Assets described in the Sale Agreement-jAad- listed on Schedule-B hereto]-4 shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the - Claims-3 )., including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the QrderOrders of the Honourable 3 In some cases^-notably where this Order may be relied upon fer-proccedings in the United-States, a finding that Court's endorsement. Transaction. In those cases, care should-be taken to ensure that this Order authorizes either or both of the Agreement), it may be preferable tbat-fee Purehased-Assets be-speeifically described-m-a Schedule. against the net-proceeds from the sale -of the claimed asset. Similarly, other rights, titles or interests could also fee Sttbeomaktee's view^hat a non-specific vesting out of''rights', titles and interests" -is-vague and therefore undesirable. DOC-STOR: M1

25 r_ 4^ security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of which are collectively referred to as the "Encumbrances", which term shall not include the permitted encumbrances, easements and-restrictive covenants listed on t, and, for greater certainty, this Court orders that all-ef the affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets. ^ THIS COURT ORDERS that upon the registration in the Land Registry Office for the [Registry Division of [LOCATION) of-a-tfansfer/deed of Land in-the-form prescribed by the- Land Registration Reform Act duly executed by the Receiver][Land Titles Division of {LOCATION-}-ef an Application for Vesting-Order in the form prescribed by the Land Titles Aetand/or the Land Registration Reform Actf, the Land Registrar is hereby directed' to-enter the Purchaser as the- owner of the subject real- property identified in Schedule B hereto (the R&aE P-feperty ) in. fee simple, and is hereby directed to delete and expunge from title te- the Real- Property all of the Claims listed in Schedule C hereto THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds6 7 from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all Claims and-encumbrances shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior 6-EIeet the langaag«-appropiiate-to the land registty-system-ir-egtstry vs. Land Titles!; 7 The Report should identify the disposition costs and any other costs which shotr-ld-be-paid-frem the grass sale proceeds, to arrive-at "net proceeds". UOCSTOk: \i'(

26 ^5^ to the sale8, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. A SETHIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver's Certificate, forthwith after delivery thereof. 5* 67-THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Companv'sReceiver s or the Debtor s records pertaining to the Debtor s past and current employees-including personal -in-formation of those employees-msted on-sehedu-le to the-sale Agreement. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Debtor. fl THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health In formation Protection Act f PHIPA l the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation, medical, treatment and prescription information and histories in the Receiver s or the Debtor s records pertaining to the Debtor s past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PHIPA). shall be entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtor 8 This provision crystallizes the date as of-wteeh the Claims will be determined. If a sale occurs-early in the insolv proper etews prior to-the-sale; this prevision may-mot be-appropriate^ and-sfaeald be omended-to remeve-thiscrystall iza-ti-en conceptr DOCSTOR: UI

27 -6^ and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: fatfa) the pendency of these proceedings; (b)-(b) any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any bankruptcy order issued pursuant to any such applications; and fev(c) any assignment in bankruptcy made in respect of the Debtor^ the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue; or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). 9. 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 DOCSTOR: 120I927U1

28 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. DOCSTOR:-! \11

29 Revised: January Schedule A - Form of Receiver1^ Certificate Court File No. -CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETW E E N: PLAINTIFF BETWEEN: ONTARIO INC. Applicant - and DEFENDANT ONTARIO INC, o/a ARROW DRUGS PHARMACY ONTARIO LIMITED. MARANATHA DRUGS INC.. SAID SAAD BOTROS ATT ALIA and ONTARIO INC Respondents RECEIVER'S CERTIFICATE RECITALS L Ar Pursuant to an Orderthe Orders of the Honourable [NAME OF JUDGE]Justice Newbould of the Ontario Superior Court of Justice ("Commercial List) (the - Court- ) dated [DATE OF OR D F,R ]t-[n A ME OF RECEFVER-]June and August msi Spergel inc. ( Spergel ) was appointed as the receiver (in such capacity, the DOCSTOR: I U4

30 - Receiver^ ). without security, of all the undertaking, property and assets of [DEBTOR] assets, undertakings and properties of Ontario Inc, (the Debtor ). IL Bt Pursuant to an Order of the Court dated [DATE}.-December the Court approved the sale agreement of purchase and sale made as of [DATE OF AGREEMENT] (the "Sale Agreement") between the Receiver [Debtor] and [NAME OF PUR-CHASER]- (the "Purchaser"-land Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated October (the Sale Agreement!, and provided for the vesting in Ontario Inc, fthe Purchaser]]) of allthe Debtor-]s right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets]]), which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the Purchase Erieepurchases price for the Purchased Assets; (ii) that the conditions to Cl-osingclosing as set out in section of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the Transactlontransaction has been completed to the satisfaction of the Receiver. ITT. Gt Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: U -U The Purchaser has paid and the Receiver has received the Purchase Pricepurchase price for the Purchased Assets payable on the Closing Dateclosing date pursuant to the Sale Agreement; DOCSTOR: '., IA

31 2. -The conditions to as set out in Sale Agreement have been satisfied or waived by the Receiver and the Purchaser;-and- Receiver-: and Tt The Transactiontransaction has been completed to the satisfaction of the A This Certificate was delivered by the Receiver at [TIME] on ^===== [DATE], [NAME O-F RECEIVE R-kmsi SPERGEL inc.. solely in its capacity as Receivercourt-appointed receiver of all the undertaking, property and assets of [DEBTOR], undertakings and not in its personal capacityproperties of the Debtor Per: Name: Title: Schedule B Purchased Assets

32 41 Schedule D Permitted Enc-Hmbrances, Easements and-restrietivc Covenants (unaffected by the Vesting Order) &OCSTOR: 120)9274 1

33 t '>51584 ONTARIO INC. -and ONTARIO INC, o/a ARROW DRUGS PHARMACY. p < H P S a ocv cn <U Pd i o P«4 P U o I Tjvs (N so i > u o Z,22 o U l s H U H 05 p o p o u o a; a cm p 05 H 05 l-h P P <3 HH o u a o o a 'O wau S s y o iw 6J) a a tu w o Oh H 05 W > - Cm CM < CO o 00 Os O H o <N *o (D a p-> o C/D «3 3 C/D vs.. ' ' P Tf 5h S. OS d r- ti 13 O z cs o mi J-H o =& CO <P }-H 00 o o Ut % o "3 t P p o o p-» CO a IP 00 o H. U PCO P a i- PM 00 o m vn i VO 00 o H CO SO 00 a pj Ol 4 03 P w Jeremy Nemers (LSUC #

34

35 Document comparison by Workshare Compare on November :30:06 PM interwovensite://ab-ws1/cm/ /1 # v1<cm> - Model Approval and Vesting Order (amended January 21/14) interwovensite://ab-ws1/cm/ /1 # v1<CM> - Approval and Vesting Order (Pharmacy - Abou Zeid #1 - Arrow) Standard Q Q -4 «0 T _ CNI CO -4 * c o c o O) (11-4» 01-4» c Q_ Q_ i_ E E 'l. CD 5 o Z5 o T3 CO CO C o Q Q o 0 a:

36 TAB 3

37 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL THE HONOURABLE ) THURSDAY, THE 1 ST DAY ) JUSTICE ) OF DECEMBER, ONTARIO INC. - and - Applicant ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA and ONTARIO INC. Respondents APPROVAL AND VESTING ORDER THIS MOTION, made by msi Spergel inc. ( Spergel ), in its capacity as the Courtappointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Maranatha Drugs Inc. ( MDI ) and Ontario Inc. ( 231, and together with MDI, the Debtors ), for an order, amongst other things, approving the sale transaction (the Transaction ) contemplated by the sale agreement between the Receiver and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated November 3, 2016 (the Sale Agreement ), a copy of which is attached as Confidential

38 -2- Appendix to the Second Report of the Receiver dated November 22, 2016 (the Second Report ), and vesting in Ontario Inc. (the Purchaser ) all the Debtors right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver and such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of Christine Doyle sworn November 22, 2016, filed, 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver s certificate to the Purchaser substantially in the form attached as Schedule A hereto (the Receiver s Certificate ), all the Debtors right, title and interest in and to the Purchased Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise

39 -3 - (collectively, the Claims ), including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Orders of the Honourable Justice Newbould dated June 29, 2016 and August 3, 2016; and (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system, and, for greater certainty, this Court orders that all the Claims affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets. 3. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receiver s Certificate all Claims shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. 4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver s Certificate, forthwith after delivery thereof. 5. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Receiver s or the Debtors records pertaining to the Debtors past and current employees. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use

40 -4- the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Debtors. 6. THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health Information Protection Act ( PHIPA ) the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation, medical, treatment and prescription information and histories in the Receiver s or the Debtors records pertaining to the Debtors past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PHIPA), shall be entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtors and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: (a) the pendency of these proceedings; (b) any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of one or more of the Debtors and any bankruptcy order issued pursuant to any such applications; and (c) any assignment in bankruptcy made in respect of one or more of the Debtors, the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of one or more of the Debtors and shall not be void or voidable by creditors of one or more of the Debtors, nor shall it constitute

41 -5- nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). 9. 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.

42 Schedule A - Form of Receiver s Certificate ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA and ONTARIO INC. Respondents RECEIVER S CERTIFICATE RECITALS I. Pursuant to the Orders of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the Court ) dated June 29, 2016 and August 3, 2016, msi Spergel inc. ( Spergel ) was appointed as the receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Maranatha Drugs Inc. ( MDI ) and Ontario Inc. ( 231, and together with MDI, the Debtors ). II. Pursuant to an Order of the Court dated December 1, 2016, the Court approved the sale agreement between the Receiver and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated November 3, 2016 (the Sale Agreement ), and provided for the vesting in Ontario Inc. (the Purchaser ) of all the Debtors right, title and interest in

43 and to the assets that form the subject of the Sale Agreement (the Purchased Assets ), which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the purchase price for the Purchased Assets; (ii) that the conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the transaction has been completed to the satisfaction of the Receiver. III. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: 1. The Purchaser has paid and the Receiver has received the purchase price for the Purchased Assets payable on the closing date pursuant to the Sale Agreement; 2. The conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; 3. The transaction has been completed to the satisfaction of the Receiver; and 4. This Certificate was delivered by the Receiver at [TIME] on [DATE], msi SPERGEL inc., solely in its capacity as court-appointed receiver of all the assets, undertakings and properties of the Debtors Per: Name: Title:

44 ONTARIO INC. - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, P < H W ocl, 0Q 0) P^! o Ph Oh < o I IT) (N SO > u 6 <D e ao U i 1 3 w HH u H t/3 P >-5 fe o s P o u Pi o 2 W Ch P C0 H CZ5 h I - - < u Pi a 2 2 o u a o H C/ W c a> a o w 1X1 M) a o o t- 0- p Tt r> On r- % U P C/5 Cm >o p 3 O C/5 H o 21 V I' cn ^ VO C s V,Q C/5 Tt ^3 "w/ 03 * cs s, I IJM W O' vo vo =tt U P d^ ^ 4> to S VO 5 00 <s cn <g vo a VO Z (o' ss "a nd o.. ' ' 03 u y s H [2 w Lawyers for msi Spergel inc., in its capacity as the Receiver CNI CO

45 TAB 4

46 Revised: January 21, 2014 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No CV-16-n254-00CL THE HONOURABLE J THIIRSDAY. THE 1 ST DAY JUSTICE OF DECEMBER THE HONOURABLE JUSTICE : ) DAY, THE DA - ) ) OF 20 BETWEEN: PLAINTIFF Plaintiff ONTARIO INC. Applicant - and Defendant ONTARIO INC, o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED. MARANATHA DRUGS INC., SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents APPROVAL AND VESTING ORDER DOC STO R : \ 14

47 ^2^ THIS MOTION, made by [RECEIVER'S NAMEjmsi Spergel inc. ( Spergel ). in its capacity as the Court-appointed receiver (in such capacity, the - Receiver^ ), without security. of all the undertaking, property and assets of [DEBTOR] fthe "Debtor"! assets, undertakings and properties of Maranatha Drugs Inc. t MPF l and Ontario Inc. ( 231. and together with MDI. the Debtors! for an order, amongst other things, approving the sale transaction (the - Transaction 1) contemplated by an agreement of purchase and sale (the "Sale Agreement")!). contemplated by the sale agreement between the Receiver and [NAME-OF PURCHASER] (the "Purchaser"! dated [DATE] and appended to theabou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated November fthe Sale Agreement!, a copy of which is attached as Confidential Appendix to the Second Report of the Receiver dated [DATEjNovember (the - Second Report- ), and vesting in Ontario Inc, (the Purchaser ') all the Dobtor^sDebtors right, title and interest in and to the assets described inthat form the subject of the Sale Agreement (the - Purchased Assets- ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver. [NAMES OF-OTHER PARTIES APPEARING] and such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of [NAME]Christine Doyle sworn [DATEjNovember fileda-, order shoold-be-served on all persons having-aa-economio interest-ia-the Purchased Assets,; unless ck-ettmstaaees- DQCSTOR: \H

48 3_j; 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,- and the execution of the Sale Agreement by the Receiver4 is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receivers certificate to the Purchaser substantially in the form attached as Schedule A hereto (the - Receiver's Certificate- ), all et-the Debtor!sDebtors right, title and interest in and to the Purchased Assets described in the Sale Agreement [and listed on-schedule B hereto]4 shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the - Claims-4 )^ including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the s In some cases;-aotably where this Order may be relied upoh-for proceedings in the United States, a finding that- * In some cases, the Debtor will be the vondor-tmder the Sale Agreement, or otherwise-actively involved in the Transaction. In-feese cases, care should bo taken to ensare-that this Order authorizes-either or both of the 4 To ahevv this Order to be free standing (and net require reference to the Court recerd-and/or the Sale AgfeeHie»t-);-4t-Btay be preferable-that the-pnrehased-assets-be specifically described in a Schedule; The "Claims" being-vested out may. in some-eases, i-rieladfr-owftership claims, where ownership is disputed and the dispute is brought to the attention of the Court. Such ownership claims would, in that case, still continue asagamst the net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could also the Suboominittee's-view that mfwn-specific-vesting out of 'rights, titles-and interests"-is vagae-and-tfaerefor-e- DOCSTOR: M 4

49 z_ 4_z OrderOrders of the Honourable Justice [NAMEjNewbould dated [DATE]:June and August : and (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry systemt-and-fid^-t-hose Claims listed on Schedule C hereto (all of which are co-h-ectively referredto as the "Encumbrances', which term shall-not include-t-he permitted encumbrances, easement-sall-ef the EncumbraacesClaims affecting or relating to the Purchased Assets are hereby expunged h and, for greater certainty, this Court orders that and discharged as against the Purchased Assets. dr this COURT ORDERS that upon-t-he registration in the Land Registry-Office for the [Registry Division ef [LOCATION] of a Transfer/Deed of Land in the form-prescribed by the Land Registration Reform Act duly executed by the Receiver][Land Titles Division of (LOCATION) of an Application for Vesting Order in the form prescribed by the Land Titles-Act and/or the Land Registration -Reform idedf, the Land-Registrar-is hereby direc-ted to enter the Purchaser as the owner of the subject real property identified in Schedule B -hereto (the Real Property ) in fee simple, and is hereby directed to delete and-expunge from title to the Real Property all of the -Claims listed in Schedule-C hereto THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds7 from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receivers Certificate all Claims and Encumbrances-shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior ^-Eleet-the language appropriate to-the-land regtsfty-system-(registey-vs: LaB4-T-itles). 7 The Report should-tdentify the disposition costs and-any other costs which should-be paid from the gross sale- ' proceeds; to arrive-at Aiet proceeds". DOCSTQR-: \)'l

50 ^ 5_r to the sale8, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. A SETHIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver's Certificate, forthwith after delivery thereof. fl &-THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Company'sReceiver s or the Debtors records pertaining to the Dcbtor-sDebtors past and current employees, including personal-information of those employees-listed on Schedule "»" to the Safe- Agreement. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the DebtorDebtors. 6* THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health Information Protection Act ( PHIPA l the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation. medical, treatment and prescription information and histories in the Receiver s or the Debtors records pertaining to the Debtors past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PHIPA1. shall be entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtors 8 Thisprovision crystal-fees the date as of which tho Claims wilt be determined. If a sale occurs oarly-ln the insolv eftey-process. or potentially secured cla-i-maats may-net have had the time or tire-ability to register or perfect pfeper-elawm-prier-to the sale^ tbie-pwwtsien tnay-bet-be-appropriatej and sheuld^e amended-to-reme-ve-tfoiserystallization concept. DOCSTOR: M-I

51 and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: fav(a) the pendency of these proceedings; fb)-(b) any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of one or more of the DebtorDebtors and any bankruptcy order issued pursuant to any such applications; and fe) (c) any assignment in bankruptcy made in respect of one or more of the the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of one or more of the DebtorDebtors and shall not be void or voidable by creditors of one or more of the DebterDebtors. nor shall it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue^ or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). DQC-STOR: M-I

52 ;L_ IjL 9. 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. DOCSTOR: T201927\) '!

53 Revised: January 21, 2014 Schedule A Form of Receiver1^ Certificate Court File No. CV OOCL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST B R-T WEE N:- PLAIM IFF Plaintiff BETWEEN: ONTARIO INC. Applicant - and DEFENDANT ONTARIO INC, o/a ARROW DRUGS PHARMACY ONTARIO LIMITED. MARANATHA DRUGS INC- SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents RECEIVERS CERTIFICATE RECITALS L Ar Pursuant to an Orderthe Orders of the Honourable [NAME OF JUDGE] Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the " Court" ) dated [DATE OF ORDER] [NAME OF RBCEfVERj.Tune and August msi Spergel inc. t Spergel l was appointed as the receiver tin such capacity, the OOCSTOR: V M

54 -3- - ReceiverA- b. without security, of all the undertaking, property and assets of [DEBTOR] (the Debtor }. assets, undertakings and properties of Maranatha Drugs Inc. (' MDI } and Ontario Inc. t 231. and together with MDL the Debtors! IL & Pursuant to an Order of the Court dated [DATE].December the Court approved the sale agreement of purchase- and-s-ale- made-as of [-DATE OF AGREEMENT] (the-ahale Agreement-1 ) between the Receiver [Debtor] and -[NAME QR- PURCH-ASER] fthe "Purchaser" land Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed dated November tthe Sale Agreement! and provided for the vesting in Ontario Inc, fthe ]]Pur chaser]]) of all the Debtor sdebtors right, title and interest in and to the assets that form the subject of the Sale Agreement ithe Purchased Assets]]}, which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the Purchase Priccpurchase price for the Purchased Assets; (ii) that the conditions to Closm-gclosing as set out in section of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the T ransacti on transaction has been completed to the satisfaction of the Receiver. TIT Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: D A The Purchaser has paid and the Receiver has received the Purchase Pricepurchase price for the Purchased Assets payable on the Closing Dateclosing date pursuant to the Sale Agreement; DOCSTOK: J20)927M4

55 2* 2-r---- The conditions to Closingclosing as set out in section-* of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser;-and- Receivers and The T-ransactlontransaction has been completed to the satisfaction of the A 4r This Certificate was delivered by the Receiver at [TIME] on ===^= [DATE], [NAME OF RECFJ ER],msi SPERGEL inc.. solely in its capacity as Rcceivercourt-appointed receiver of all the undertaking, property and assets of [DEBTOR], undertakings and not in its personal capacityproperties of the Debtors Per: Name: Title: Schedule B Purchased Assets

56 3- Schedule D Permitted Encumbrances, Easements and Restrictive Covenants (unaffected by the Vesting Order) DOCSTOR: 120]P27\M

57 ONTARIO INC. -and ONTARIO INC, o/a ARROW DRUGS PHARMACY. -8 P < o p H 1/3 <D P o 'Pi Pi P U o o '3" in cs.vo I > o o 2 rp PM i i u o U I w u MM H <Z2 P p P o (2 p O U ftj o w Cm P 02 -a uca> s o u <n OJ) PN ti "O «vu Ml CM H <Z! td > Q Z P > O P* Cm CM o 00 0\ H (N M > o T lo p 00 s 5 -*» *\ h- 2 H O % xn o U D % "3 o c«pq 1-H V«o w OO H p s-m 00 cn i \o 00 <L> H CO 00 9 w c O = g W Jeremy Nemers (TiSUC # 66410Q1

58 CM CO CO o CM

59

60 TAB 5

61 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL THE HONOURABLE JUSTICE ) THURSDAY, THE 1 ST DAY ) ) OF DECEMBER, ONTARIO INC. Applicant - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA and ONTARIO INC. Respondents APPROVAL AND VESTING ORDER THIS MOTION, made by msi Spergel inc. ( Spergel ), in its capacity as the Courtappointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Limited ( 155 ) and Ontario Inc. ( 231, and together with 155, the Debtors ), for an order, amongst other things, approving the sale transaction (the Transaction ) contemplated by the sale agreement between the Receiver and Maged Tadros in trust for a corporation to be formed dated October 31, 2016 (the Sale Agreement ), a copy of which is attached as a Confidential Appendix to the Second Report of

62 -2- the Receiver dated November 22, 2016 (the Second Report ), and vesting in St. Mary & Tamav Iriny Drugs Ltd. (the Purchaser ) all the Debtors right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver and such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of Christine Doyle sworn November 22, 2016, filed, 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver s certificate to the Purchaser substantially in the form attached as Schedule A hereto (the Receiver s Certificate ), all the Debtors right, title and interest in and to the Purchased Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise

63 -3 - (collectively, the Claims ), including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Orders of the Honourable Justice Newbould dated June 29, 2016 and August 3, 2016; and (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system, and, for greater certainty, this Court orders that all the Claims affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets. 3. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receiver s Certificate all Claims shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. 4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver s Certificate, forthwith after delivery thereof. 5. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Receiver s or the Debtors records pertaining to the Debtors past and current employees. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use

64 -4- the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Debtors. 6. THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health Information Protection Act ( PHIPA ) the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation, medical, treatment and prescription information and histories in the Receiver s or the Debtors records pertaining to the Debtors past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PHIPA), shall be entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtors and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: (a) the pendency of these proceedings; (b) any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of one or more of the Debtors and any bankruptcy order issued pursuant to any such applications; and (c) any assignment in bankruptcy made in respect of one or more of the Debtors, the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of one or more of the Debtors and shall not be void or voidable by creditors of one or more of the Debtors, nor shall it constitute

65 -5 - nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). 9. 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.

66 Schedule A - Form of Receiver s Certificate ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA and ONTARIO INC. Respondents RECEIVER S CERTIFICATE RECITALS I. Pursuant to the Orders of the honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the Court ) dated June 29, 2016 and August 3, 2016, msi Spergel inc. ( Spergel ) was appointed as the receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Limited ( 155 ) and Ontario Inc. ( 231, and together with 155, the Debtors ). II. Pursuant to an Order of the Court dated December 1, 2016, the Court approved the sale agreement between the Receiver and Maged Tadros in trust for a corporation to be formed dated October 31, 2016 (the Sale Agreement ), and provided for the vesting in St. Mary & Tamav Iriny Drugs Ltd. (the Purchaser ) of all the Debtors right, title and interest in and to the assets

67 that form the subject of the Sale Agreement (the Purchased Assets ), which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the purchase price for the Purchased Assets; (ii) that the conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the transaction has been completed to the satisfaction of the Receiver. III. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: 1. The Purchaser has paid and the Receiver has received the purchase price for the Purchased Assets payable on the closing date pursuant to the Sale Agreement; 2. The conditions to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; 3. The transaction has been completed to the satisfaction of the Receiver; and 4. This Certificate was delivered by the Receiver at [TIME] on [DATE], msi SPERGEL inc., solely in its capacity as court-appointed receiver of all the assets, undertakings and properties of the Debtors Per: Name: Title:

68 ONTARIO INC. - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, P «C H P a <u a aopm <D i ) o I IT! CN SO > u o' Z p t;3 O u 1 p y H C/5 p o H Ot P O U < o 2 p CM P CZ! H c/j P P < u p o u a o s o H S-l a u a = S o K Ml a 3 V w o P H C/5 P > Q Z < P << > o p.p p 3 3 Os ro % u D cn cs in as S O *n SO 00 fc p p '5s 03 C/3 0) -D m JS T m ' vo is cd * s ' vo 6/3 tj- ' Sw'/ c3 x S e2 w O' o so so %U O 2,S 2 ^ 2g 5 so 00 z e ES p.. Nw' C3 ^ T? (D 3 H P o X) T3 'Ss m < C/5 i m S3I» G'.S jt, Hd o «p CO oo * s S w Lawyers for msi Spergel inc., in its capacity as the Receiver N- 1^- CN

69 TAB 6

70 Revised: January 21, Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE 1 THURSDAY. THE 1 ST DAY JUSTICE OF DECEMBER THE HONOURABLE JUSTICE ) BA rthe DA - ) ) OF, 2Q BETWEEN: PLAINTIFF Plainti# ONTARIO INC. Applicant - and DEFENDANT Defendant ONTARIO INC, o/a ARROW DRUGS PHARMACY ONTARIO LIMITED. MARANATHA DRUGS INC.. SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents APPROVAL AND VESTING ORDER DOCSTOR: I201927M-1

71 -_2^ THIS MOTION, made by [REGE-IMER S NAMEjmsi Spergel inc. t Spergel ). in its capacity as the Court-appointed receiver tin such capacity, the - Receiver^ ). without security. of all the undertaking, property and-assets of [DEBTOR]- fthe "Debtor11-') assets, undertakings and properties of Ontario Limited f 155 ) and Ontario Inc. t 231. and together with 155. the Debtors! for an order, amongst other things, approving the sale transaction (the - Transaction") contemplated by an agreement of purchase and sale-(the "Sale Agreement")!^contemplated by the sale agreement between the Receiver and [NAME OF PURCHASER.] (the "Purchaser" ) dated-[-datr] and appended to themaged Tadros in trust for a corporation to be formed dated October (the Sale Agreement! a copy of which is attached as a Confidential Appendix to the Second Report of the Receiver dated [E)ATE]November 22, 2016 (the - Second Report"! and vesting in St. Mary & Tamav Irinv Drugs Ltd, (the Purchaser ) all the Debtor sdebtors right, title and interest in and to the assets described inthat form the subject of the Sale Agreement (the - Purchased Assets- ), was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Second Report and appendices thereto, and on hearing the submissions of counsel for the Receiver [NAMES OF OTHER PARTIES APPEARlNG]_and_ such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the affidavit of [NAME] Christine Doyle sworn [ DATEJNovember filed4- This model order assumes that the time for service does not need to be abridged. The motion seeking a vestm-gordef-sheald be served-oirall persons-havimg an eeehemie interest-ia-the Purchased-Assets^ ualess-eirouaisfcaaeeswarrant a different approach. Counsel should-eonsider-attaching the affidavit of service to this Order. DOCSTOR: N14

72 ^3^ 1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,- and the execution of the Sale Agreement by the Receiver5 is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver-ls certificate to the Purchaser substantially in the form attached as Schedule A hereto (the - Receiver^ Certificate^ ), all ef-the Debtor'sDebtors right, title and interest in and to the Purchased Assets described in the Sale Agreement-!and listed on Schedule B hereto]4 shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the - Claims-5 )* including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the 5 In some cases, notably-where this Order may be reliod upon for proceedings-m the United States, a finding thatthe Transaction is commereially-feasonable-and in the best interests of the Debtor and its stakeholders may benecessary- Evidenoe sheu-kd be filed to support such a finding, which finding-may then be included in the Court's endorsement. 4 5 Transaction. In those-eases? care should be taken to ensure that this Order authorizes either or both of the To a-hewth-is Order to be-free-standing4aad-not-require reference to the Court record and/or the Sale Agreement-^ it may be-preferable that4te'purchased Assets-be speoifiealty-deseribed in-a-sehedule; The "Claims" being vested-out may. in some-cases,-mehade ownership claimsywhere-a-wbersfeip is dispttted-aad the dispate-is brought to the attention of the-court. Such ownership claims would, in that-case, still continue-as against the net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could alsobe vested out, if the Court is advised what rights are-bei-ng affected, and the-appropriate persons are served-. It-is the Subeemmittee's view that a-ben-speelfie-vesting out-ef-'-raghts.-titles-and-jpterests" is vague and ther-e'fere- POCSTOR: M1

73 ^4^ QrderOrders of the Honourable Justice {NAM E]Newbould dated [DATE] June and August : and (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system; and (i-h) those Claim-s-listed on Schedule C hereto (all of which, are collectively referred to as the "Encumbrances", which term shall not include the permitted encumbrances, easements and'restrictive cove-na-n-ts-l-isted on-sehedufe-d)^ and, for greater certainty, this Court orders that all-ef the EncumbrancesClaims affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets. - -THIS COURT OR-DERS that upon the registration-in the Land Registry Office for the {-Registry Division of [LOCATION) of a Transfer/Deed of Land in the form prescribed-by the- Land Registration Reform Act duly executed by the Receiver][Land Titles Division of {LOCATION) of an A-ppii&a-tron for Vesting-Order in the-ferm prescribed by the Land Titles Act and/or -t-he Land Registration-Reform Aet\6, the Land Registrar is hereby directed-to enter the Purchaser -as the owner of the subject real property-identified m Schedule B hereto (the- Real Property all of the Clai-ms-listed in Schedule-C heretor 2L -L-THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds7' from the sale of the Purchased Assets shall stand in the place and stead of the Purchased Assets, and that from and after the delivery of the Receivers Certificate all Claims and Encumbrances- shall attach to the net proceeds from the sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets immediately prior 6 Ele6t-the language-appropriate te-tbe laad--regi'sfay-systehv(registry-vsr-laiid. Titles). 7 The-R-eport shou-td identify the disposition costa and any other costs -which should be paid from the gross-sale proceeds, to arrive at "net proceeds-". BOCSTOR; U4

74 ^5^ to the sale8, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. 4* &-THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receivers Certificate, forthwith after delivery thereof. fl &-THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Company'sReceiver s or the Debtors records pertaining to the Bobtor-ADebtors past and current employees,-including personal information of these-employees listed on Schedule to the Sale- Agreement. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the BebtorDebtors. 6. THIS COURT ORDERS that pursuant to section 42 of the of the Ontario Personal Health Information Protection Act PPHIPA b the Receiver is authorized and directed to disclose and transfer to the Purchaser all personal health information, including, without limitation, medical, treatment and prescription information and histories in the Receiver s or the Debtors records pertaining to the Debtors past and current customers and that notwithstanding paragraph 16 of the Appointment Order, the Purchaser, in its capacity as Health Information Custodians (as defined in PH IP A-), shall he entitled to retain such personal health information disclosed to the Purchaser by the Receiver or that is otherwise included in the books and records of the Debtors 8 This provision crystallizes-the date as-of which the Claims-will bs determined. If a sale-occurs early in the-insolv proper elaims-prior to t-he-saie^ this-prevision may not-be-appropriate? and should be amended to remove this crystallization concept. eoestor: [201927V1-I

75 ^6^ and shall be entitled to use such information in accordance with the PHIPA in the operation of the pharmacy business of the Purchaser. 7. THIS COURT ORDERS that, notwithstanding: fa)-(a) the pendency of these proceedings; fbvfbt any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) in respect of one or more of the and any bankruptcy order issued pursuant to any such applications; and fet tcl any assignment in bankruptcy made in respect of one or more of the Debtor-Debtors. the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of one or more of the DebtorDebtors and shall not be void or voidable by creditors of one or more of the ebterdebtors, nor shall it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue^ or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario). eocstor: '. 1-1

76 9. 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. DOCSTOR', X14

77 Revised: January-21, 20 H Schedule A - Form of Receiver s Certificate Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST B B T W E E N: PLAINTIFF Plaintiff BETWEEN: ONTARIO INC. Applicant - and DEFENDANT ONTARIO INC, o/a ARROW DRUGS PHARMACY ONTARIO LIMITED. MARANATHA DRUGS INC.. SAID SAAD BOTROS ATT ALLA and ONTARIO INC Respondents RECEIVER'S CERTIFICATE RECITALS L At Pursuant to an Qrderthe Orders of the Honourable [NAME OF JUDGEjJustice Newbould of the Ontario Superior Court of Justice (Commercial List! (the - Court- ) dated [DATE OF ORDER]. [NAME OF RECEI-V-ER]June and August msi Spergel inc. ( Spergel! was appointed as the receiver (in such capacity, the DOCSTOR: M-1

78 . 2 - Receiver^-!. without security, of all the undertaking. property and assets of [DEBTOR] (the DebtorM. assets, undertakings and properties of Ontario Limited f 155 ) and Ontario Inc and together with 155. the Debtors ]). II. Bt Pursuant to an Order of the Court dated [DATEbDecember the Court approved the sale agreement of purchase and sale made as of [DATE OF AGREEMENT] (the "Sale Agreement") between the Receiver [Debtor] and [NAME OF PURCHASER] fthe-"purchaser-"iand Maged Tadros in trust for a corporation to be formed dated October [the Sale Agreement!, and provided for the vesting in St. Marv & Tamav Irinv Drugs Ltd, (the Purchaser]]) of all the DebtorUsDebtors right, title and interest in and to the assets that form the subject of the Sale Agreement (the Purchased Assets]]), which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the Purchaser of the Purchase- Rrieepurchase price for the Purchased Assets; (ii) that the conditions to C-l-esingclosing as set out in section of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the Transactiontransaction has been completed to the satisfaction of the Receiver. HI Gr Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: JL -U ---- The Purchaser has paid and the Receiver has received the Purchase Pricepurchase price for the Purchased Assets payable on the Closing Dateclosing date pursuant to the Sale Agreement; DOCS I OR '. 1-1

79 2. The conditions to as set out in Sale Agreement have been satisfied or waived by the Receiver and the Purchaser;-and- 2L The Tra-nsaeti-ontransacti on has been completed to the satisfaction of the Receivers and A 4r This Certificate was delivered by the Receiver at [TIME] on [DATE], [NAME -OR RECFJAERkmsi SPERGEL inc.. solely in its capacity as Rcceivercourt-appointed receiver of all the undertakings, property and assets of [DEBTOR], undertakings and not in ttspcrsonal capacityproperties of the Debtors Per: Name: Title: Schedule B Purchased Assets Schedule C Claims to be deleted and expunged from title to Real Property DOCSTOR: YH

80 Schedule D Permitted Encumbrances, Easements and Restrictive Covenants (unaffected by the Vesting Order) =4 DOCSTQfe \M

81 1^51584 ONTARIO INC. - and ONTARIO INC, o/a ARROW DRUGS PHARMACY, "31 o p < Q o H C/5 O P S3 cs CJ o, _Si. P U o I CN 'O r ( l > u 0 Z (L) I Ph 1 O U 1 s w u HH H i/3 P l 5 P o cs P o u & ohh ta td Ph P t/3 a 0) u si <u = E o usc SJI -a <u u o Ph Q Z < P > O e Ph PM o 00 <D <D B oo &' PQ P cn ON r- m % s U o P OT CO Th P 0) PD CQ ID *-0 "O Mh La 00 o l/n.cd jg cn < cn CO NO NO g Ph NO ' NO 55 > t-h o Sw *c0 fl >< g CO *a3 CO T 00 H fa fa Jeremy Nemers (LSUC # 66410Q~)

82 coo o -fe- CNJ

83 Document comparison by Workshare Compare on November :19:40 PM interwovensite://ab-ws1/cm/ /1 # v1<cm> - Model Approval and Vesting Order (amended January 21/14) interwovensite://ab-ws1/cm/ /2 # v2<cm> - Approval and Vesting Order (Pharmacy - Maged Tadros) Standard Q Q 0 T CM CO _o + < C o D) <D c g. Q_ E 0 3 b o "O cn co c o 0 o 0 0 Q o Q a:

84 TAB 7

85 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL THE HONOURABLE ) THURSDAY, THE 1 ST DAY ) JUSTICE ) OF DECEMBER, ONTARIO INC. - and - Applicant ONTARIO INC. o/a ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA and ONTARIO INC. ORDER Respondents THIS MOTION, made by msi Spergel inc. ( Spergel ), in its capacity as the Courtappointed receiver (in such capacity, the Receiver ), without security, of all the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy ( 226 ), Ontario Limited ( 155 ), Maranatha Drugs Inc. ( MDI ) and Ontario Inc. ( 231, and together with and MDI, the Debtors ), for an Order, inter alia: (i) approving the First Report of the Receiver dated July 6, 2016 (the First Report ) and the activities of the Receiver set out therein; (ii) approving the Second Report of the Receiver dated November 22, 2016 (the Second Report ) and the activities of the Receiver set out therein; and (iii) sealing the Confidential Appendices to the Second Report (the Confidential Appendices )

86 -2- until the closing of the transactions contemplated by the sale agreements between the Receiver, as vendor, and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed or Maged Tadros in trust for a corporation to be formed, as applicable, as purchaser, dated October 23, 2016, October 31, 2016 and November 3, 2016 (collectively, the Transactions ) or further Order of the Court, was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the First Report and the Second Report, and on hearing the submissions of the Receiver s counsel and such other counsel as were present, no one appearing for any other person on the service list, although duly served as appears from the affidavit of service of Christine Doyle sworn November 22, 2016, 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 First Report and the activities of the Receiver described therein be and are hereby approved. 3. THIS COURT ORDERS that the Second Report and the activities of the Receiver described therein be and are hereby approved. 4. THIS COURT ORDERS that the Confidential Appendices be and are hereby sealed until the closing of the Transactions or further Order of the Court.

87 ONTARIO INC. - and ONTARIO INC. o/a ARROW DRUGS PHARMACY, - H c t3 Pop. on <P Pi o p. U o I 'd" vn <N VO i > U 6 D O U I 3 w u l-hhiz3 & o H <A P O u o 2 w a, P 5*3 H t*3 l-h - - < u Pi w o u s oio H M CS TS <u u CuE E u sc 5 a "3 o s- Ph D Tt ov *r> =tfc u P t/3 Pv-^ C5 ly-i oo S3 o. BS CL > 8S S? C8 ^H a> X) in "g SI cn vo is g g VO 5/5 w' cd s? ti, tu O' o TT VO vo stfc u p t i/~> S ^ 5 oo B S o.. <u o <D * m ( ' ^ C/0 m 53 VO oo Co" -R d*.t3 w ed X g c2 pj Lawyers for msi Spergel inc., in its capacity as the Receiver

88 TABB

89 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA AND ONTARIO INC. Respondents SECOND REPORT TO COURT OF MSI SPERGEL INC. IN ITS CAPACITY AS RECEIVER OF THE RESPONDENTS UNDER SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT (CANADA) AND SECTION 101 OF THE COURTS OF JUSTICE ACT (ONTARIO) NOVEMBER 22, 2016

90 TABLE OF CONTENTS 1.0 APPOINTMENT AND BACKGROUND Page PURPOSE OF THE REPORT Page MARKETING AND SALE OF ARROW PHARMACY Page MARKETING AND SALE OF SUPERCARE PHARMACY Page MARKETING AND SALE OF HODGINS PHARMACY Page REQUEST FOR ADDITIONAL BORROWING POWER Page RECOMMENDATIONS Page 15

91 APPENDICES 1. Continuation Order dated June 29, Original Appointment Order dated June 29, Amendment to the Original Appointment Order dated August 3, First Report of the Receiver dated July 6, 2016 (with all appendices) 5. National Post Advertisement re Arrow Pharmacy 6. National Post Advertisement re Supercare Pharmacy 7. National Post Advertisement re Hodgins Pharmacy 1 P a g e

92 CONFIDENTIAL APPENDICES 1. Arrow CIM 2. Summary of Offers (Arrow Pharmacy) 3. Arrow Purchaser's Offer 4. Appraisal re Arrow Pharmacy 5. Supercare CIM 6. Summary of Offers (Supercare Pharmacy) 7. Supercare Purchaser's Offer 8. Appraisal re Supercare Pharmacy 9. HodginsCIM 10. Summary of Offers (Hodgins Pharmacy) 11. Hodgins Purchaser's Offer Offer 12. Appraisal re Hodgins Pharmacy

93 1.0 APPOINTMENT AND BACKGROUND On a joint application made by Maxium Financial Services Inc. ("Maxium") and Desante Financial Services Inc. ("Desante") pursuant to section 243(1)) of the Bankruptcy and Insolvency Act (Canada) and section 101 of the Courts of Justice Act (Ontario), which application was continued by Ontario Inc. (the "Continuing Applicant"), msi Spergel Inc. ("Spergel") was appointed as receiver (in such capacity, the "Receiver") of all the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy ("226"), Ontario Limited o/a Hodgins Pharmacy ("155") and Maranatha Drugs Inc. o/a Supercare Pharmacy ("Maranatha"). Attached hereto as Appendices "1" and "2", respectively, are copies of the Orders of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated June 29, 2016 continuing the application in the name of 195 (the "Continuation Order") and appointing Spergel as the Receiver (the "Original Appointment Order") On a motion by the Continuing Applicant, the Original Appointment Order was amended by the Order of the Honourable Justice Newbould dated August 3, 2016 to add Ontario Inc. ("231", and together with 226, 155 and Maranatha, the "Companies") to the definition of "Debtor" in the Original Appointment Order (together with the Original Appointment Order, the "Appointment Order"), a copy of which is attached hereto as Appendix "3".

94 Each of 226,155 and Maranatha carried on separate full service retail pharmacy businesses in leased premises as follows: a) 226 carried on business as Arrow Drugs Pharmacy at 1150 Lome Park Road, Mississauga, Ontario (the "Arrow Pharmacy"); b) 155 carried on business as Hodgins Pharmacy at Main Street, Grimsby, Ontario (the "Hodgins Pharmacy"); and c) Maranatha carried on business as Supercare Pharmacy at 2867 Jane Street, Toronto, Ontario (the "Supercare Pharmacy") was later added as a Debtor under the Original Appointment Order given its claim that it had purportedly been running the Hodgins Pharmacy and Supercare Pharmacy businesses pursuant to subleases from 155 and Maranatha respectively. The sublease documents provided to the Receiver included a purported sale of the inventory on hand as at the date of the documents. Despite requests, no evidence has been provided to the Receiver as of the date hereof that 231 paid for any inventory referenced in the subleases. In order to close the sale of the assets at the premises of 155 and Maranatha (as proposed herein), the Receiver is also seeking to vest any interest of 231 in these assets to the purchasers. 4 P a g e

95 2.0 PURPOSE OF THE REPORT The purpose of this Second Report of the Receiver (this "Second Report") is to report to the Court regarding the Receiver's activities and the conduct since the date of the Receiver's First Report dated July 6, 2016 (the "First Report"), and to support the Receiver's motion for Orders seeking, inter alia, the following relief: a) approving the First Report (a copy of which is attached hereto as Appendix "4" (with all appendices), this Second Report and the Receiver's activities setout therein and herein, including, without limitation, the sale processes conducted by the Receiver for the assets of the Companies as outlined herein; b) approving the sale agreement with respect to the Arrow business between the Receiver, as vendor, and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed (the "Arrow Purchaser"), as purchaser, dated, October 23, 2016 and the transaction contemplated thereby (the "Arrow Transaction"), and as directed by the Arrow Purchaser, vesting in Ontario Inc. all 226's right, title and interest in and to the assets that form the subject of the Arrow Transaction; c) approving the sale agreement with respect to the Supercare business between the Receiver, as vendor, and Abou Zeid Pharmacy Professional Corporation in trust for a corporation to be formed (the 5 P a g e

96 "Supercare Purchaser"), as purchaser, dated, November 3, 2016 and the transaction contemplated thereby (the "Supercare Transaction"), and as directed by the Supercare Purchaser, vesting in Ontario Inc. all Maranatha's and 231's right, title and interest in and to the assets that form the subject of the Supercare Transaction; c) approving the sale agreement with respect to the Hodgins business between the Receiver, as Vendor, and Maged Tadros in trust for a corporation to be formed (the "Hodgins Purchaser") as Purchaser, dated October 31, 2016 and the transaction contemplated thereby (the "Hodgins Transaction"), and as directed by the Hodgins Purchaser, vesting in St. Mary & Tamav Iriny Drugs Ltd. all 155's and 231's right, title and interest in and to the assets that form the subject of the Hodgins Transaction; c) sealing the Confidential Appendices of this Second Report (the "Confidential Appendices") until the closing of all the Transactions or further Order of this Court; and d) approving an increase in the Receiver's borrowing power to an amount not to exceed $500, P a g e

97 3.0. MARKETING OF 226'S ASSETS (ARROW PHARMACY) The Receiver has been operating the Arrow Pharmacy since the date of its appointment using locum pharmacists licensed by the Ontario College of Pharmacists In addition, the Receiver has been actively marketing the Arrow Pharmacy (and the Hodgins Pharmacy and the Supercare Pharmacy businesses) for sale, through advertising and through referrals from CWB Maxium Financial ("CWB"), which is an asset based lender very active in the healthcare sector. The Receiver understands that CWB is non-arms-length to the applicants An advertisement was placed in the National Post Newspaper on July 23, 2016 actively seeking offers to purchase the Arrow Pharmacy on a going-concern basis, a copy of which is attached hereto as Appendix "5" As part of its marketing efforts, the Receiver prepared a Confidential Offering Memorandum (the "Arrow CIM") outlining the terms and conditions of its sale of the Arrow Pharmacy, a copy of which is attached hereto as Confidential Appendix "1".

98 3.0.5 In response to the advertisement and through referrals from CWB, the Receiver was presented with 13 requests for a copy of the Arrow CIM, which was delivered to each of these parties upon signature of a non-disclosure agreement The Receiver was presented with a number of offers to purchase. A summary of the offers received together with the disposition of each is attached hereto as Confidential Appendix "2" As an unconditional offer to purchase was not forthcoming, the Receiver, with the assistance of CWB, undertook a further marketing effort, and through this effort the Receiver was ultimately successful in obtaining the offer from the Arrow Purchaser (the "Arrow Purchaser's Offer"), which, subject to Court approval, became unconditional on or about November 9, 2016 and for which approval of this Court is being sought. Attached hereto as Confidential Appendix "3" is a copy of the Arrow Purchaser's Offer Attached hereto as Confidential Appendix "4" is a copy of an appraisal obtained by the Receiver from Platinum Assets dated August 8, 2016 in respect of the Arrow Pharmacy The Arrow Purchaser's Offer represents the highest amount offered for the assets of 226 on an unconditional basis. It exceeds the appraised value of the 226 assets. The Receiver recommends that it 8 P a g e

99 be allowed to complete the transaction contemplated by the Arrow Purchaser's Offer, which requires that the assets therein be vested to Ontario Inc. 4.0 MARKETING OF MARANATHA'S and 231's ASSETS (SUPERCARE PHARMACY) The Receiver has been operating the Supercare Pharmacy business since the date of its appointment using locum pharmacists licensed by the Ontario College of Pharmacists As with the Arrow Pharmacy, the Receiver has been actively marketing the Supercare Pharmacy business for sale, through advertising and through referrals from CWB An advertisement was placed in the National Post Newspaper on August 27, 2016 actively seeking offers to purchase the Supercare Pharmacy on a going-concern basis, a copy of which is attached hereto as Appendix "6" As part of its marketing efforts, the Receiver prepared a Confidential Offering Memorandum (the "Supercare CIM") outlining the terms and conditions of its sale of the Supercare Pharmacy, a copy of which is attached hereto as Confidential Appendix "5". 9 P a g e

100 4.0.5 In response to the advertisement and through referrals from CWB, the Receiver was presented with 21 requests for a copy of the Supercare CIM, which was delivered to each of these parties upon signature of a non-disclosure agreement The Receiver was presented with two offers to purchase in consequence of the above requests. A summary of the offers received together with the disposition of each is attached hereto as Confidential Appendix "6" As an unconditional offer to purchase was not forthcoming, the Receiver, with the assistance of CWB, undertook a further marketing effort and through this effort the Receiver was ultimately successful in obtaining the offer from the Supercare Purchaser (the "Supercare Purchaser's Offer"), which, subject to Court approval, became unconditional on or about November 9, 2016 and for which approval of this Court is being sought. Attached hereto as Confidential Appendix "7" is a copy of the Supercare Purchaser's Offer Attached hereto as Confidential Appendix "8" is a copy of an appraisal obtained by the Receiver from Platinum Assets dated August 8, 2016 in respect of the Supercare Pharmacy. 10 P a g e

101 The Supercare Purchaser's Offer represents the highest unconditional offer for the business assets used in connection with the Supercare Pharmacy business. It exceeds the appraised value of the Maranatha and 231 assets. The Receiver recommends that it be allowed to complete the transaction contemplated by the Supercare Purchaser's Offer, which requires that the assets therein be vested to Ontario Inc., by this Court. MARKETING AND SALE OF 155'S AND 231'S ASSETS (HODGINS PHARMACY The Receiver has been operating Hodgins Pharmacy since the date of its appointment using locum pharmacists licensed by the Ontario College of Pharmacists. As with the Arrow and Supercare Pharmacy businesses, the Receiver has been actively marketing the Hodgins Pharmacy for sale, through advertising and through referrals through CWB. An advertisement was placed in the National Post Newspaper on August 27, 2016 actively seeking offers to purchase the Hodgins Pharmacy business on a going-concern basis, a copy of which is attached hereto as Appendix "7".

102 As part of its marketing efforts, the Receiver prepared a Confidential Offering Memorandum (the "Hodgins CIM") outlining the terms and conditions of its sale of the Hodgins Pharmacy, a copy of which is attached hereto as Confidential Appendix "9" In response to the advertisement and through referrals from CWB, the Receiver was presented with 12 requests for a copy of the Hodgins CIM, which was delivered to each of these parties upon signature of a non-disclosure agreement The Receiver was presented with multiple offers to purchase in consequence of the above requests. A summary of the offers received together with the disposition of each is attached hereto as Confidential Appendix "10" Given the quantum of the initial offers and in consultation with Maxium and in an effort to garner maximum recovery for the business, the Receiver made the decision to reject all offers and request that prospective purchasers re-submit their highest and best offers The Receiver then remarketed Hodgins Pharmacy to all the other parties that had previously expressed an interest. Through these efforts, the Receiver was presented with an offer on or about 12 Page

103 October 20, 2016, which, in consultation with Maxium, was also rejected by the Receiver on account of an unacceptable price The Receiver once again remarketed Hodgins Pharmacy to all the other parties that had previously expressed an interest. Through these efforts, the Receiver was ultimately presented with an offer from the Hodgins Purchaser (the "Hodgins Purchaser's Offer") dated October 31, 2016 for which approval is being sought herein. Attached hereto, as Confidential Appendix "11" is the Hodgins Purchaser's Offer The Hodgins Purchaser's Offer was subject to a condition which was waived by the Purchaser. As a result, subject to Court approval, the Hodgins Purchaser's Offer became firm and binding on or about November 17, Attached hereto as Confidential Appendix "12" is a copy of an appraisal obtained by the Receiver from Platinum Assets dated September 8, 2016 in respect of Hodgins Pharmacy The Hodgins Purchaser's Offer represents the highest unconditional offer for the business assets used in connection with the Hodgins Pharmacy business. It exceeds the appraised value of the 155 and 231 assets. The Receiver recommends that it be allowed to complete the transaction contemplated by the Hodgins Purchaser's Offer, 13 Page

104 which requires that the assets therein be vested to St. Mary & Tamav Iriny Drugs Ltd., by this Court. 6.0 REQUEST FOR ADDITIONAL BORROWING POWER The Receiver has been operating the three pharmacies that are subject to the Appointment Order since its appointment and currently intends to continue to do so until such time as the sales of all three pharmacies have been completed The Appointment Order provided for the Receiver borrowing to a maximum of $200,000, which maximum sum is now proving to be insufficient, particularly if the transactions contemplated by this Second Report were for some reason not to be completed Maxium is presently owed the total sum of approximately $1,871,362 projected to November 30, This total indebtedness, which is subject to secured cross-guarantees, is comprised as follows: i) Arrow Pharmacy $701, ii) Supercare Pharmacy $250, iii) Hodgins Pharmacy $919, Given the projected sale prices of the three pharmacies, Maxium will clearly suffer a shortfall. Maxium has consented to an increase in 14 P a g e

105 borrowing power to $500,000 and the Receiver requests that this Court approves such increase in borrowing power. 7.0 RECOMMENDATIONS Based upon the foregoing, the Receiver respectfully requests that this Court grant the relief requested in this Second Report. ALL OF WHICH IS RESPECTFULLY SUBMITTED this 22nd day of November msi Spergel Inc. In its capacity as Court-Appointed Receiver of Ontario Inc. o/a Arrow Drugs Pharmacy, Ontario Limited, Maranatha Drugs Inc. and Ontario Inc., and not in its personal or corporate capacity Philip H. Gennis, J.D., CIRP, LIT 15 P a g e

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107 Court File No. CV OOCL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE JUSTICE WEDNESDAY, THE 29th DAY OF JUNE, 2016 fs" I A/' -s L.\ VL -M FINANCIAL SERVICES INC. and DESANTE FINANCIAL SERVICES INC. - and Applicants ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA Respondents ORDER TO CONTINUE v, On the requisition of the Plaintiff, Maude AfflcCk, and on reading the Affidavit of Elaad Keren, sworn June 28, 2016, which indicates that on March 1, 2016, the Applicants, Maxium Financial Services Inc. and Desante Financial Services Inc. amalgamated and continue as Ontario Inc., IT IS ORDERED that the proceeding continue and that the title of the proceeding in all documents issued, served or filed after the date of this Order be as follows: ONTARIO INC. Applicant - and -

108 ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA Respondents Date ' June 29, 2016 Signed by "grwrr.-- Address of court office: 393 University Avenue, 10th Floor Toronto, Ontario M5G 1E6 A party who wishes to set aside or vary this Order must make a Motion to do so forthwith after the Order comes to the party s attention. Where a transmission of interest occurs by reason of bankruptcy, leave of the bankruptcy court may be required under section 69,4 of the Bankruptcy and Insolvency Act (Canada) before the proceeding may continue. ENTERED AT i INSCRIT A TORONTO ON/BOOK NO: LE/DANSLE REGISTRE NO: JUN RCP-E 11A (November 1,2005) PER/PARI

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111 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE ) JUSTICE ^ l WEDNESDAY, THE 29th DAY OF JUNE, 2016 / 0 \j p v i Ij H ft i i5'... ""x, V / cjf VO' 'A \ j w 1 A m IX ONTARIO INC. Applicant - and - - ''A:-,- A r?» a. '. r-a"j v-'jv ja ' "* ^ ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA Respondents APPLICATION UNDER Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, B- 3 and Section 101 of the Courts of Justice Act R.S.O. 1990, c. C-43 ORDER (appointing Receiver) THIS MOTION made by the Applicants 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 msi Spergel inc. as receiver (in such capacities, the "Receiver") without security, of all of the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy, Ontario Limited and Maranatha Drugs Inc. (together the "Debtors") acquired for, or used in relation to businesses carried on by the Debtors, was heard this day at 330 University Avenue, Toronto, Ontario. DOCSTOR; \9

112 -2- ON READING the affidavit of Eric Maher sworn January 15, 2016, and the Exhibits thereto and the consent of the parties and on hearing the submissions of counsel for the Applicant and all other parties as listed on the counsel slip, no other parties appearing although duly served as appears from the affidavit of service of Christian Paesch sworn January 28, 2016, and the affidavit of service of Adam Brooks, sworn January 28, 2016 and on reading the consent of msi Spergel inc. to act as the Receiver, 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, msi Spergel inc. is hereby appointed Receiver, without security, of all of the assets, undertakings and properties of the Debtors acquired for, or used in relation to businesses carried on by the Debtors, 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) (b) 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; 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 DOCSTOR: \9

113 -3- security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable; (c) (d) (e) (f) (g) (h) (i) to manage, operate, and cany on the businesses of the Debtors, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to carry on all or any part of the businesses, or cease to perform any contracts of the Debtors; to engage pharmacists, 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 of the Receiver's powers and duties, including without limitation those conferred by this Order; to purchase or lease such machinery, equipment, inventories, supplies, premises or other assets to continue the businesses of the Debtors or any part or parts thereof; to receive and collect all monies and accounts now owed or hereafter owing to the Debtors and to exercise all remedies of the Debtors in collecting such monies, including, without limitation, to enforce any security held by the. Debtors; to settle, extend or compromise any indebtedness owing to the Debtors; 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 Debtors, 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 Debtors, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby DOCSTOR: \9

114 -4- conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding; (j) (k) 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 terms 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) (ii) without the approval of this Court in respect of any transaction not exceeding $50,000, provided that the aggregate consideration for all such transactions does not exceed $100,000; and 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. (l) (m) (n) 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; DOCSTOR: \9

115 -5- (o) 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 Debtors; ' (p) to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtors, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtors; (q) to exercise any shareholder, partnership, joint venture or other rights which the Debtors may have; and (r) 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 Debtors, and without interference from any other Person. DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER 4. THIS COURT ORDERS that (i) the Debtors, (ii) all of their 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, corporations, governmental bodies or agencies, or other entities having notice of this Order, including the Ontario College of Pharmacists, the ministry of Health and Long-Term Care, the Ontario Drug Benefit Program and any insurance company (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. DOCSTOR: \9

116 -6-5. 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 Debtors, and airy 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 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 DOCSTOR: \9

117 -7- 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 tire written consent of the Receiver or with leave of this Court. NO PROCEEDINGS AGAINST THE DEBTORS OR THE PROPERTY 9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtors 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 Debtors or the Property are hereby stayed and suspended pending further Order of this Court. NO EXERCISE OF RIGHTS OR REMEDIES 10. THIS COURT ORDERS that all rights and remedies against the Debtors, 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 Debtors to carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtors from compliance with statutoiy 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 Debtors, without written consent of the Receiver or leave of this Court. DOCSTOR:!77I742\9

118 -8- CONTINUATION OF SERVICES 12. THIS COURT ORDERS that all Persons having oral or written agreements with the Debtors 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 Debtors are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating 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 Debtors 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 Debtors 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. 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 teims of this Order or any further Order of this Court. EMPLOYEES 14. THIS COURT ORDERS that all employees of the Debtors shall remain the employees of the Debtors until such time as the Receiver, on the Debtors 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 DOCSTOR: \9

119 -9- 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 Debtors, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.. PHIPA (ONTARIO) 16. THIS COURT ORDERS that, pursuant to section 42 of the Ontario Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sched A ( PHIPA ), the Receiver shall only disclose personal health information to prospective purchasers or bidders who are potential successors to the pharmacy businesses of the Debtors (the "Pharmacies ) as Health Information Custodian(s) (as defined in PHIPA) for the purposes of allowing the potential successor to assess and evaluate the operations of the Phannacies. Each potential successor to whom such personal health information is disclosed is required in advance of such disclosure to review and sign an acknowledgment of this Order indicating that it agrees to keep the information confidential and secure and not to retain any information longer than is necessary for the purposes of the assessment or evaluation, and if such potential successor does not complete a Sale, such potential purchase shall return all such information to the Receiver, or in the alternative hall destroy all DOCSTOR: \9

120 - 10- such information. Such acknowledgment shall be deemed to be an agreement between the Receiver and the potential successor for the purposes of section 42 of PHIPA. LIMITATION ON ENVIRONMENTAL LIABILITIES 17. 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 18. 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 19. 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 DOCSTOR: \9

121 -11 - the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the 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. 20. 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. 21. 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 22. 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 $200,000 (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. DOCSTOR: \9

122 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. 24. 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. 25. 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 26. 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 1/1 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 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 Debtors creditors or other interested parties at their respective addresses as last shown on the records of the Debtors and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business DOCSTOR: \9

123 day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing. GENERAL 28. 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. 29. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtors. 30. 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. 31. 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. 32. 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 Applicant s security or, if not so provided by the Applicant s security, then on a substantial indemnity basis to be paid by the Receiver from the Debtors estate with such priority and at such time as this Court may determine. 33. 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 DOCSTOR: \9

124 -14- 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/DANSLE REGISTRE NO: JUN PER/PAR: DOCSTOR: \9

125 DOCSTOR: \8 SCHEDULE"A" RECEIVER CERTIFICATE CERTIFICATE NO. AMOUNT $ 1. THIS IS TO CERTIFY that msi Spergel inc., the receiver (the "Receiver") of the assets, undertakings and properties Ontario Inc. o/a Arrow Drugs Pharmacy, Ontario Limited and Maranatha Drugs Inc, (together the "Debtors") acquired for, or used in relation to a businesses carried on by the Debtors, 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 -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 Banlcruptcy 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 T k #l7?7l7t ^8-Mode!_Receivers!iip_Order_(T_Reyes).doc

126 -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, 20_. Msi Spergel inc., solely in its capacity as Receiver of the Property, and not in its personal capacity Per: Name: Title: T R1rfiWfIAS v'8-model_receivcrship_order_(t Reyes).doc

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129 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE JUSTICE ) WEDNESDAY, THE 3rd DAY OF AUGUST, ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA Respondents APPLICATION UNDER Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, B- 3 and Section 101 of the Courts of Justice Act R.S.O. 1990, c. C-43 ORDER THIS MOTION made by the Applicant for an Order amending the Order of the Honourable Justice Newbould dated June 29, 2016 (the Appointment Order ) to add Ontario Inc. as a Respondent, to add Ontario Inc. to the definition of Debtor in the Appointment Order (as defined below) and other amendments, was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the Application Record dated January 20, 2016, the Appointment Order, the Supplementary Application Record dated June 28, 2016, the Applicant s Motion Record dated July 7, 2016 including the First Report of the Receiver, MSI Spergel Inc. dated July 6, 2016, the Order of the Honourable Mr. Justice Hainey dated July 13, 2016, the Respondent s

130 -2- Motion Record dated July 20, 2016, the Applicant s Supplementary Motion Record dated July 26, 2016, and the Factum of the Applicant and on hearing the submissions of counsel for the Applicant, no other parties appearing although duly served as appears from the affidavit of service of Wojtek Jaskiewicz sworn July 8, 2016 and on being advised of the Consent of the Respondent to this Order; 1. THIS COURT ORDERS that the time for service and filing of the Notice of Motion and the Motion Record is abridged, so that this motion is properly returnable today, and that any further requirement for service of the Notice of Motion and the Motion Record is dispensed with. 2. THIS COURT ORDERS that Ontario Inc. be and is hereby added as a Respondent to this Application and that the title of proceeding is hereby amended as follows: ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., SAID SAAD BOTROS ATTALLA and ONTARIO INC. Respondents APPLICATION UNDER Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, B- 3 and Section 101 ofthe Courts ofjustice Act R.S.O. 1990, c. C THIS COURT ORDERS that the definition of the Debtor in the preamble of the Appointment Order is amended to include Ontario Inc. and the Appointment Order is amended and restated with this effect from the date of this Order mu jj. - ENTERED AT, INSCR1T A TORONTO ON/BOOK NO: LE / DANS LE REG1STRE NO: AUG {V\ PER /PAR: \

131 fa u o 4 in ON o3-4» u 2 2 O w <u S O fa in G cn o On o< o w CS CN PS i NO i > O 6 55 <u fa t33o U 1 3 w u fa i/5 P fa fa O P o u PS o fa fa p c» H C/5 > < fa fa 4 t i U fa fa o u fa < Q fa O o u a 55 fafa Q W fa U fa 0 fa 1 o fa g v bo fa< ol >fa El ^ r fa fa 1) O fa o _> 'C Q G O S cn fa o P fa n 3 in on c3 "H O of P 3 m 8 cn ^ fa cn OQ,v, fa m 2 fa -S' in on fa oo cn On fa =H= o p C/2 fa =tt u p C/2 fa c3 > N <D O I'! 00 4-» o o o <N CO On CO NO CO CO o- IN CN CN S. N, in uo o o Oi On fa $ fa Lawyers for the Applicant I c 03 u <fa 55 O fa oo m m ON G 03 O «^-1 fa <!*

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133 }\^l Z'L^ Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF s.243(l) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C and s.101 of the Courts of Justice Act, R.S.O., 1990, c. C-43, as amended BETWEEN: ONTARIO INC. Applicant - and ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., AND SAID SAAD BOTROS ATTALLA Respondents FIRST REPORT TO COURT OF MSI SPERGEL INC. IN ITS CAPACITY AS RECEIVER OF THE RESPONDENTS UNDER THE BANKRUPTCY AND INSOLVENCY ACT JULY 6, 2016

134 TABLE OF CONTENTS 1.0 APPOINTMENT AND BACKGROUND PURPOSE OF THE REPORT ACTIONS OF THE RECEIVER UPON APPOINTMENT RECOMMENDATIONS 6

135 APPENDICES 1. Continuation Order of the Honourable Justice Newbould dated June 29, Appointment Order of The Honourable Justice Newbould dated June 29, Corporate Profile Search with respect to Ontario Inc. 4. Copy of Jane Street Sublease 5. Copy of Grimsby Sublease 6. Copy of letter from Receiver to Said Attalla dated July 4, Copy of letter from Receiver to Ontario Inc. dated July 4, 2016

136 1.0 APPOINTMENT AND BACKGROUND On application made by Maxium Financial Services Inc., ( Maxium ) and continued by Ontario Inc.( 195 ) pursuant to section 243(1)) of the Bankruptcy and Insolvency Act, msi Spergel Inc., was appointed Receiver (the Receiver or Spergel ) of all of the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy ( 226 ), Ontario Limited o/a Hodgins Pharmacy ( 155 ), Maranatha Drugs Inc., o/a Supercare Pharmacy ( Maranatha ) collectively the Companies. Attached hereto as Appendices 1 and 2 respectively, are copies of the Order of the Honourable Justice Newbould dated June 29, 2016 continuing the action in the name of 195 (the Continuation Order ) and a copy of the further Order of the Honourable Justice Newbould dated June 29, 2016 appointing Spergel as Receiver (the Appointment Order ) The Receiver understood that the Companies carry on separate full service retail pharmacy businesses in leased premises as follows: a) 226 carries on business as Arrow Drugs Pharmacy 1150 Lome Park Road, Mississauga, Ontario; b) 155 carries on business as Hodgins Pharmacy at Main Street, Grimsby, Ontario, Ontario and c) Maranatha carries on business as Supercare Pharmacy at 2867 Jane Street, Toronto, Ontario All three of the debtor corporations appeared to be under the control of Said Attalla ( Attalla ) at the date of the Appointment Order. 2

137 2.0 PURPOSE OF THE REPORT The purpose of this First Report ( First Report ) is to: a) describe the activities of the Receiver since the Appointment Order; b) seek approval of this First Report and the activities of the Receiver as set out herein; and, c) Such further and other relief as this Flonourable Court deems just ACTIONS OF THE RECEIVER UPON APPOINTMENT Immediately upon the grant of the Appointment Order, the Receiver attended at the three pharmacy locations for purposes of securing the assets and undertaking of the Companies The Receiver attended at and secured possession of Arrow Drugs Pharmacy in Mississauga, Ontario and met with and re-hired the pharmacist and technicians. The Receiver has secured a chain of supply for the pharmacy and is in the process of directing all insurance providers to make payments to the Receiver for prescription sales facilitated through insurance providers. The Receiver intends to report to the Court in more detail in the future, however at present, the Receiver is able report to the Court that Arrow Drugs Pharmacy is now fully operational under the supervision of the Receiver in full compliance with the rules and regulations of the Ontario College of Pharmacists ( OCP ). The transfer of care and control to the Receiver was seamless and without interruption to client service. The pharmacy continues to operate with the same personnel and is open the same hours as previously. 3

138 3.0.3 As regards, the other two pharmacies, the Receiver attended at but was unable to secure possession as both of the businesses at the other two locations had purportedly been transferred to Ontario Inc. ( 231 ) prior to the appointment of the Receiver. According to a corporate profile, 231 is a corporation owned by Nader Mansour (Mansour ). Attached hereto as Appendix 3, is a copy of a corporate profile search with respect to The Receiver understands that Mansour is the brother-in-law of Said Attalla. Obstacles to Securing Possession of Toronto and Grimsby Locations During its attendance at the pharmacy operating out of leased premises at 2867 Jane Street, Toronto, Ontario the Receiver was presented by Mansour with a document which purported to sublet the pharmacy business including the name Supercare Pharmacy to 231. Attached hereto as Appendix 4 is a copy of a document dated June 4, 2012 entered into between Maranatha Dmgs Inc., and Ontario Inc. (the Jane Street Sublease ) During its attendance at the pharmacy operating out of leased premises at Main Street, Grimsby, Ontario the Receiver was presented by Mansour with a document which purported to sublet the pharmacy business including the name Hodgins Pharmacy3 to 231. Attached hereto as Appendix 5 is a copy of a document dated August 6, 2014 entered into between Ontario limited and Ontario Inc. (the Grimsby Sublease and together with the Jane Street Sublease, the Subleases ). 4

139 Based on the Subleases, 231 purports to have operated from the premises of the Companies since on or about June 4, 2012 in the case of the Jane Street location and since on or about August 6, 2014 in the case of the Grimsby location The Subleases each include a purported sale of the inventory on hand as at the date of the document. In the case of the Jane Street Sublease the inventory is valued at 70,000 with the sale price to be paid by a promissory note due one year from the date of the document. Interest was to accrue on outstanding amounts in default under the note at the rate of ten percent (10%) per annum. In the case of the Grimsby Sublease the inventory value is left blank. In neither document is the consent of the landlord obtained, something which is normally required in commercial tenancy situations. There is no mention of any consideration paid for the businesses customer list for prescriptions which is in large part the value of any pharmacy business The Receiver requested from both Attalla on behalf of the debtor Companies and 231 all information and documentary evidence related to the transfer of the pharmacy business. Attached hereto as Appendices 6 and 7 respectively are copies of letters sent by and courier to Attalla and 231 dated July 4, As of the date hereto no response to these letters has been received. 5

140 4.0 RECOMMENDATIONS Based upon the foregoing, the Receiver recommends to the Court as follows: a) That the First Report and the activities of the Receiver as set out therein be approved and, b) Such further and other relief as this Honourable Court deems just. ALL OF WHICH IS RESPECTFULLY SUBMITTED this 6* day of July msi Spergel Inc. In its capacity as Court-Appointed Receiver of Ontario Inc., o/a Arrow Drugs Pharmacy, Ontario Limited And Maranatha Drugs Inc. 6

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142 Court File No. CV OOCL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE WEDNESDAY, THE 29th JUSTICE 4 a. i 1, C 0 U $? 'V o. >\ r Hr? =1 ^..., FINANCIAL SERVICES INC. and DESANTE FINANCIAL \'V -0 SERVICES INC. " ' o* VVi'- ' and DAY OF JUNE, 2016 Applicants ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA'. Respondents. - ORDER TO CONTINUE--^ r On the requisition of the Plaintiff Mafate-AffleSk, and on reading the Affidavit of Elaad Keren, sworn June 28, 2016, which indicates that on March 1, 2016, the Applicants, Maxiurn Financial Services Inc. and Desante Financial Services Inc. amalgamated and continue as Ontario Inc., IT IS ORDERED that the proceeding continue and that the title of the proceeding in all documents issued, served or filed after the date of this Order be as follows: ONTARIO INC... Applicant - and -

143 ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA Respondents Date June 29,2016 Signed by '^TWrY- Address of. court office: 393 University Avenue, 10th Floor Toronto, Ontario, M5G1E6 A paity who wishes to set aside or vaiy this Order must make a Motion to do so forthwith after the Order comes to.the party s attention.. Where a transmission of interest occurs by reason of bankruptcy, leave of the bankruptcy court may be required under section 69.4 of the Bankruptcy and Insolvency Act (Canada) before the proceeding may continue. ' ENTERED AT / INSCRIT A TORONTO ON /BOOK NO: LE/DANS LEREGISTRE NO: JUN RCP-E 11A (November 1, 2005) PER/PARI

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145 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE JUSTICE th WEDNESDAY, THE 29 DAY OF JUNE, 2016 tourf /v'!--- S / "'j I wierfssss' j w SASlsLy i 0 y\ i ONTARIO INC. Applicant \V,. ^jd&sp,v4y -and- ^ y p, " ONTARIO INC. O/A ARROW DRUGS PHARMACY, ONTARIO LIMITED, MARANATHA DRUGS INC., and SAID SAAD BOTROS ATTALLA. Respondents APPLICATION UNDER Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, B- 3 and Section 101 of the Courts of Justice Act R.S.O. 1990, c. C-43 ORDER (appointing Receiver) THIS MOTION made by the Applicants 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 msi Spergel.. inc. as receiver, (in such capacities, the "Receiver") without security, of all of the assets, undertakings and properties of Ontario Inc. o/a Arrow Drugs Pharmacy, Ontario Limited and Maranatha Drugs Inc. (together the "Debtors") acquired for, or used in relation to businesses carried on by the Debtors, was heard this day at 330 University Avenue, Toronto, Ontario.. DOCSTOR: \9

146 -2- ON READING the affidavit of Eric Maher sworn January 15, 2016, and the Exhibits thereto and the consent of the parties and on hearing the submissions of counsel for the Applicant and all other parties as listed on the counsel slip, no other parties appearing although duly served as appears from the affidavit of service of Christian Paesch sworn January 28, 2016, and the affidavit of service of Adam Brooks, sworn January 28, 2016 and on reading the consent of msi Spergel inc. to act as the Receiver, 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, msi Spergel inc. is hereby appointed Receiver, without security, of all of the assets, undertakings and properties of the Debtors acquired for, or used in relation to businesses canied on by the Debtors, 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) 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 DOCSTOR: I77t742\9

147 -3 - security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable; (c) to manage, operate, and cany on the businesses of the Debtors, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to carry on all or any part of the businesses, or cease to perform any contracts of the Debtors; (d) (e) to engage pharmacists, consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from tune to time and on whatever basis, including on a temporary basis, to assist with the exercise of the Receiver's powers and duties, including without limitation those conferred by this Order; to purchase or lease such machinery, equipment, inventories, supplies, premises or other assets to continue the businesses of the Debtors or any part or parts thereof; (f) to receive and collect all monies and accounts now owed or hereafter owing to the Debtors and to exercise all remedies of the Debtors in collecting such monies, including, without limitation, to enforce any security held by the. Debtors; (g) to settle, extend or compromise any indebtedness owing to the Debtors; (h) 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 Debtors, for any purpose pursuant to this Order; (i) 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 Debtors, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby DOCSTOR: X9

148 -4- conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding; (j) 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 terms and conditions of sale as the Receiver in its discretion may deem appropriate; ' (k) 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 $50,000, provided that the aggregate consideration for all such transactions does not exceed $100,000; and ' (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 tire 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. (l) 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; (m) 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; ' (n) to register a copy of this Order and any other Orders in respect of the Property against title to any of the Property; DOCSTOR: X9

149 -5- (o) 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 Debtors; ' (p) to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtors, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtors; (q) to exercise any shareholder, partnership, joint venture or other rights which the Debtors may have; and ' (r) 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 Debtors, and without interference from any other Person. DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER 4. THIS COURT ORDERS that (i) the Debtors, (ii) all of their 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, corporations, governmental bodies or agencies, or other entities having notice of this Order, including the Ontario College of Pharmacists, the ministry of Health and Long-Term Care, the Ontario Drug Benefit Program and any insurance company (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. DOCSTOR: \9

150 -6-5. 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 Debtors, 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 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 DOCSTOR: \9

151 -7- 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 DEBTORS OR THE PROPERTY 9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtors 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 Debtors or the Property are hereby stayed and suspended pending further Order of this Court. NO EXERCISE OF RIGHTS OR REMEDIES THIS COURT ORDERS that all rights and remedies against the Debtors, 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 Debtors to carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtors 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 Debtors, without written consent of the Receiver or leave of this Court. DOCSTOR: X9

152 -8- CONTINUATION OF SERVICES 12. THIS COURT ORDERS that all Persons having oral or written agreements with the Debtors 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 Debtors are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating 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 Debtors 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 Debtors 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. RECEIVER TO HOLD FUNDS 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 Debtors shall remain the employees of the Debtors until such time as the Receiver, on the Debtors 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 DOCSTOR: \9

153 -9- 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 Debtors, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.. PHIPA (ONTARIO) 16. THIS COURT ORDERS that, pursuant to section 42 of the Ontario Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sched A ( PHIPA ), the Receiver shall only disclose personal health information to prospective purchasers or bidders who are potential successors to the pharmacy businesses of the Debtors (the Pharmacies ) as Health Information Custodian(s) (as defined in PHIPA) for the purposes of allowing the potential successor to assess and evaluate the operations of the Pharmacies. Each potential successor to whom such personal health information is disclosed is required in advance of such disclosure to review and sign an acknowledgment of this Order indicating that it agrees to keep the information confidential and secure and not to retain any information longer than is necessary for the purposes of the assessment or evaluation, and if such potential successor does not complete a Sale, such potential purchase shall return all such information to the Receiver, or in the alternative hall destroy all DOCSTOR: \9

154 -10- such information. Such, acknowledgment shall be deemed to be an agreement between the Receiver and the potential successor for the purposes of section 42 of PHEP A. LIMITATION ON ENVIRONMENTAL LIABILITIES 17. 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. die Receiver from any duty to report or jmake 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 18. 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 19. 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 DOCSTOR: \9

155 -11 - the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the 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 Properly 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. 20. 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. 21. 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 22. 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 $200,000 (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. DOCSTOR: N9

156 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. 24. 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. 25. 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 26. 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 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 Debtors creditors or other interested parties at their respective addresses as last shown on the records of the Debtors and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business DOCSTOR: I77I742\9

157 day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing. GENERAL 28. 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. 29. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtors. 30. 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 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. 32. 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 tire Applicant s security or, if not so provided by the Applicant s security, then on a substantial indemnity basis to be paid by the Receiver from the Debtors estate with such priority and at such time as this Court may determine. 33. 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 DOCSTOR: \9

158 - 14- lilcely to be affected by the order sought or upon such other notice, if any, as this Court may order. 1 ENTERED AT / INSCRIT A TORONTO ON /BOOK NO: LE/DANSLE REGISTRE NO: JUN PER/PAR: 0\ DOCSTOR: X9

159 DOCSTOR: \8 SCHEDULE"A" RECEIVER CERTIFICATE CERTIFICATE NO. AMOUNT $ 1. THIS IS TO CERTIFY that msi Spergel inc., the receiver (the "Receiver") of the assets, undertakings and properties Ontario Inc. o/a Arrow Drugs Pharmacy, Ontario Limited and Maranatha Drugs Inc. (together the "Debtors") acquired for, or used in relation to a businesses carried on by the Debtors, 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 -CL-, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of $, being part of tire 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 g T fc#l77k7m9v8-model_reccivership_ordcr_(t Reyes).doc

160 -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, 20. Msi Spergel inc., solely in its capacity as Receiver of the Property, and not in its personal capacity Per:. Name: ' '. Title: bq T fetfi7'fi ^i^v8-model Receivership Order ft Reyes').doc

161

162 Request ID: Transaction ID: Category ID: UN/E Province of Ontario Ministry of Government Services Date Report Produced: 2016/ Time Report Produced: 14:56 Page: 1 CORPORATION PROFILE REPORT Ontario Corp Number Corporation Name Incorporation C ONTARIO INC. 2012/01/ Jurisdiction ONTARIO Corporation Type Corporation Status Former Jurisdicl ONTARIO BUSINESS CORP. ACTIVE NOT A PPL Registered Office Address Date Amalgamated Amalgamation li 7440 MAGISTRATE TERRACE NOT APPLICABLE New Amal. Number NOT A PPL Notice Date MISSISSAUGA NOT APPLICABLE NOT APPLI ONTARIO CANADA L5W 1L2 Letter Date Mailing Address NOT APPLI 7440 MAGISTRATE TERRACE Revival Date NOT APPLICABLE Continuation Dat< NOT APPLK MISSISSAUGA Transferred Out Date Cancel/Inactive D; ONTARIO CANADA L5W1L2 NOT APPLICABLE NOT APPLIC EP Licence Eff.Date NOT APPLICABLE EP Licence Term.t NOT APPLIC Number of Directors Minimum Maximum Date Commenced in Ontario Date Ceased in Ontario Activity Classification NOT APPLICABLE NOT APPLIC NOT AVAILABLE

163 Request ID: Province of Ontario Date Report Produced: Transaction ID: Ministry of Government Services. Time Report Produced: Category ID: UN/E Page: " 2016/( 14:56: 2 CORPORATION PROFILE REPORT Ontario Corp Number Corporation Name ONTARIO INC. Corporate Name History Effective Date ONTARIO INC. 2012/01/10 Current Business Name(s) Exist: Expired Business Name(s) Exist: YES. NO Administrator: Name (Individual / Corporation) NADER MANSOUR Address 7440 MAGISTRATE TERRACE MISSISSAUGA ONTARIO CANADA L5W 112 Date Began First Director 2012/01/10 YES Designation Officer Type Resident Canadian DIRECTOR Y.

164 Request ID: Transaction ID: Category ID: UN/E Province of Ontario Ministry of Government Services Date Report Produced: Time Report Produced: Page: 2016/ 14:56 3 CORPORATION PROFILE REPORT Ontario Corp Number Corporation Name ONTARIO INC. Administrator Name (Individual / Corporation) NADER MASOUR Address 7440 MAGISTRATE TERRACE MISSISSAUGA ONTARIO CANADA L5W 1L2 Date Began First Director 2012/01/10 NOT APPLICABLE Designation Officer Type Resident Canadian DIRECTOR Y Administrator. Name (Individual / Corporation) NADER MASOUR Address 7440 MAGISTRATE TERRACE MISSISSAUGA ONTARIO CANADA L5W1L2 Date Began 2012/01/10 First Director NOT APPLICABLE Designation OFFICER Officer Type PRESIDENT Resident Canadian Y

165 Bequest ID: Province of Ontario. Date Report Produced: Transaction ID: Ministry of Government Services Time Report Produced: Category ID: UN/E Page: 2016/ 14:56 4 CORPORATION PROFILE REPORT Ontario Corp Number Corporation Name ONTARIO INC. Administrator. Name (Individual / Corporation) NADER MASOUR Address 7440 MAGISTRATE TERRACE MISSISSAUGA ONTARIO CANADA L5W 1L2 Date Began First Director 2012/01/10 ' NOT APPLICABLE Designation Officer Type Resident Canadian OFFICER SECRETARY Y Administrator: Name (Individual / Corporation) NADER MASOUR Address 7440 MAGISTRATE TERRACE, MISSISSAUGA ' ONTARIO CANADA L5W 1L2 bate Began First Director 2012/01/10 NOT APPLICABLE Designation OFFICER Officer Type TREASURER Resident Canadian Y

166 Request ID: Transaction ID: Category ID: UN/E Province of Ontario Ministry of Government Services Date Report Produced: Time Report Produced: Page:. 2016/ 14:56 5 CORPORATION PROFILE REPORT Ontario Corp Number Corporation Name ONTARIO INC. Last Document Recorded ' Act/Code Description. Form Date CIA ANNUAL RETURN C 2015/10/03 (ELECTRONIC FILING) THIS REPORT SETS OUT THE MOST REC04T INFORMATION FILED BY THE CORPORATION ON OR AFTER JUNE 27,1992, AND RECORDED IN THE ONTARIO BUSINESS INFORMATION SYSTEM AS AT THE DATE AND TIME OF PRINTING. ALL PERSONS wao Ar RECORDhTaS CURRENT DIRECTORS OR OFFICERS ARE INCLUDED IN THE UST OF ADMINISTRATORS. ADDITIONAL HISTORICAL INFORMATION MAY EXIST ON MICROFICHE The issuance of this report in electronic form is authorized by the Ministry of Government Services.

167

168 96/19/ :48 FAX /007 THIS SUBLEASE mad? as of and with effect frooi the 4th day of June, BETWEEN; and ONTARIO INC., a body corporate, having an office in the City of Toronto in the Province of Ontario (hereinafter called the "Subtenant") - and -, OF THE SECOND PART NADER MAFiSOUR, of the City of Toronto, in the Province of Ontario (hereinafter called the ** Guarantor ) OF THE THIRD PART WHEREAS, by a lease agreement dated (he 18m day of June, 20C1 between Ontario Inc. and Ontario Ltd. o/a Reitter management corporation (the "Landlord") and Suporcwc Pharmacy lac. which lease was subsequently assigned by Golgotha Drugs Inc. to the SUblasdJonl ( hereinafter referred to as the "Head Lease**), the Landlord did-lease onto the Sublandlord, for a term expiring on the July 31, 2011, renewed until June 30th, 2016, the building known ns the "Supercare Pharmacy", located in the City of Toronto, in the Province of Ontario, and being municipally described as 2867 Jane St., Toronto, Ontario (the "Building1*). The portion of the Building leased to the SubTcnant. consists of approximately square (bet of door space as outlined in zed on (he plan attached hereto as Schedule "B" (hereinafter referred to as the "Demised Premises"). AND WHEREAS the Sublandlord has agreed to sublease to die Subtenant the Demised Premises, for the term and at the rental and subject to the terms, provisions, conditions and agreements hereinafter contained. 8'd 6 S92659tfr:0i iwofcj 9e:$T St0S-6l-Nnr

169 ,03/13/ :48 FAX GREENBERG-LEVINE 002/007 JUN :25 FROM* 08/19/ OS FAX URtiiNUtiiij LLVitiL TO:416292S559 p.5.tfcj WZ/ VV I PREMISES AMD USE WITNESSETH THAT, far and in consideration of the rents, covenants. ^nhjtjcw agreements hereinafter reserved and contained on the part of die Sublessee to be respectively paid, kept, observed and performed, the Sublessor does hereby sublet to the Sublessee that portion of the Demised Premises currently being used by the medical clinic, to be used only for the purposes of a Pharmacy and for no other purpose. 2. TERM TO HAVE AND TO HOLD the Demised Premises for a term commencing on June 6th, 2012 (die "Commencement Date!') and ending on the 31* day of May, 2013 (the 'Term"). 3. RtlTlTKNANT g WENT The Subtenant shall pay to the Sublandlord the sum of 875,269,16 annual rant In the amount of monthly, plus HST (27,087.85) payable on the first day of each and every month commencing July 1, 2012 and on the l41 day of each and every month thereafter. In addition the Subtenem shall pay the Desante financing charges of $5, payable on the fust day of each and every month commercing July 1,2012 and on die 1st day of each and every month thereafter. The Subtenant shall also pay the adjustment for the rent and mortgage payments, above noted, from June 6* to June 30* 2012 upon taking possession of the Premises 4. INVENTORY The Subtenant agrees that the Inventory is currently valued at $70,000 and agrera to pay for same by way of a promissory note executed by the Subtenant and the Guarantor and due in one year form the date hereof The note shall ba interest free provided that upon default interest shall be charged at Ota rate of 10 % par-annum, calculated monthly 5. ASSIGNMENT AND SUBLETTING The Subtenant shall not assign, sublet or in an: way part with possession of the Demised Premises without the prior written consent of the Sublandlord, which consent may be arbitrarily withheld by the Sublandlord; and in the event that the Sublandlord's consent is given, such consent shall be conditional upon the.subtenant obtaining the consent thereto of the Landlord under the Head Lease, which consent of the Landlord may be arbitrarily withheld. The Sublandlord may assign all or part of this Agreement to any person, firm, or corporation without consent of the Subtenant.

170 OS/19/ FAX greehberg-ievine 003/00? 08/19/ '06 f AX 41K ttncciii/cnu* n, * a nu 3-6. JNCORPORATJPXDT HEAD LEASE The Subtenant acknowledges tftat there have been disclosed to it and it has f gfl * the terms and conditions contained n the Head Lease. With respect to tie Demised Premises, the Subtenant covenants, during the Tcnn. to observe and perform all the SublandioM's covenants contained in the Head Lease, other than the covenants thereunder to pay basic ***-_ 7. INDEMNIFICATION OF SUBLANPLORP AND SUBTENANT The Subtenant will indemnify and save harmless the Sublandlord against all actions, expenses, claims, costs, damages, liabilities and demands in respect of any breach by the Subtenant, its agents, servants, employees or independent contractors of any of the covenants contained in the Head Lease and of any actions, claims, or demands which may be brought against (he Sublandlord by at^ patients, visitots, or invitees of the Subtenant 8. abatementloejremt The Sublandlord and the Subtenant agree that, if the Sublandlord's obligation to pay rent under the Head Lease should abate as a result of damage or destruction to the Demised Premises, then rant mwi*«- If any, under this Sublease shall abate in the same manner 89 the Sublasdlord's lent abates under the Head Lease. 9. PURCHASE OF PHARMACT Tha Subtenant agrees to purchase the pharmacy operating on the premia** at the expirationjtftbe Lease fern for the purchase price of $400, upon the terms and contained in (he TUBS «M Bdk, Sales ftim of offer win, roly «Pfg f*, Subtenant cannot obtain satisfectory financing, die Sublandlord shall extend rha term of this Sublease for & further period of one (1) year. 10. PETAULT OF SUBTEttAttl If and whenever: 10.1 The Subtenant shall default in (he payment of any sum requited lo be paid by the * Subtenant to the Sublandlord under the provisions of this Sublease; or (a) (b) The Subtenant shall defeuft in perfbnntog or observing any of its older covenants or obligations of this Sublease, and tha Sublandlwd shall have given the Subtenant notice of such default and, at foe expiration of seven (7) days after the giving of such notice, die default shall continue to exist (or, in lh case of a de&ult which cannot with due diligence be cured within a period of seven (7) days, the Subtenant shall fail to proceed promptly after giving of such notice to begin to cure the same and shall have foiled to proceed diligently to cure foe default); or The Tom shall ba seized or taken fn execution by b creditor of the Subtenant; pr 6SS9S6S9Tt»i01

171 ' oe/ls/ :46 FAX (B) SREEHBERQ-LEVIHE (d> vacant for ^SltaffllMkllislicf lsefoprattite mptanadsi. then, and in every suoh cwe, foe thc» all amounts (tee hereunder, if any, gfcdl immediately become due and payable, and die Subl: ndlord may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Demised Premises, or any part thereof in the same of tha whole, whereupon this Sublease shall terminate forthwith, anything contained hewn or in-aay statute or law to the contrary notwithstanding; PROVIDED, HOWEVER, that suchtermination shall be wholly without prejudice to the right of die Sublandlord to recover arrears of ran and damages for aay antecedent breach of covenant on die pan of the Subtenant; PROVIDED FURTHER that, notwithstanding such termination, the Soblacdlord may subsequently recover form foe Subtenant all losses, damages, costs and expenses whatsoever suffered by reason of foe Sublease having been prematurely determined. 102 In case the Subtenant make default In payment of auy Sums required lo be paid by end under this Sublease, or foils to observe any covenants required to be observed by It pursuant to this Sublease, the Sublandlord may pay the same or cause such coveoama to be observed, and foe amount* so paid and all costs related thereto and alt expenses or costs paid by foe Sublandlord, as between solicitor and client on account of any default by the Subtenant under this Sublease, shall be payable by the Subtenant to foe Sublandlord forthwith, either before or after payment by foe Sublandlord. The Sublandlord may, by notice to foe Subtenant, demand payment thereof, ouch if not paid by foie Subtenant within fifteen (IS) days of such notice, foe amount thereof shall be deemed to be rent In arrears and foe Subtandlord may, in addition to any other remedy it may have for the recovery of the same, distrain for foe amount thereof as rest in arrears. If foe Subtenant shall foil to pay, when same is due and payable, any rent. Additional Rod, amount or charge of the character described in this Paragraph, such unpaid amounts shall beer interest from foe due date thereof to tbs date of payment at tire me of eighteen percent (18%) per annum. a. mm&mmmvm Additionally, tire Sublandlord shall be entitled to avail itself of all tbe rights; icmedu and privileges set forth in foe Head Lease for the benefit of foe Landlord thereunder as if tl seats had bam incorporated herein and as if all references to the Landlord were to ft Subiaadlord and all references to the tenant were to the Subtenant S5S9SS29Tb:OX tarsi ptcw., CT.vnA

172 08/13/ FAX JUN E 15:24 FftOI: 6REEHBERG-LEVINE TO: P.2 -S-, 12. RIGHT TO LE Vy DISTRESS The SublaadJoid may distrain fot the rant bseby reserved, fctdutfing accelerated rent, if any, or for any money hereby recoverable by dioress upon Ac goods and chattels of the Subtenant, whatsoever situate, and upon any other premises to which the same may have been removed and to wherever the same may be found within the Province of Alberta, or elsewhere. 13. CUMIFLATTVE RKMEDlESlNO WAIVER Specific remedies to which (he patties may resort under the terms of this Sublease are cumulative and are not intended to be exclusive of any other remedies or measts of redress to which either of them may be lawfully entitled in case of any breach or threatened breach of any covenant, term or provision of this Sublease. The waiver by either party of any breach of any covenant or condition In these presents contained shall not be construed as or constitute a waiver of any othsr covenant or condition, aad the consent or approval of either party to or of aay_act by the other party requiring that party's consent or approval shall not be construed or constitute consent a approval to any subsequent or similar set by either party. 14. QVEEftpljffKg If, at the expiration of the Tenn or any renewal tmn (if exercised or taken hereunder) of (his Sublease, the Subtenant shall hold over for any reason, die tenancy of die Subtenant thereafter shall be fiom montlj to month only and shall be subject to all toms sod conditions of this Sublease; except as to duration, in the absents of written agreement to the aootraiy. IS. SANP ASSIGNS The wonj BSubtandIoni,\ wherever it occurs herein, shall mean and extend to include die Subtandtord, its successors and assigns; and the word "Subtenant0, wherever it occurs herein, shall mean and extend to include the Subtenant, its successors and assigns. 16. interpretation anp apfmcawue lajys 16.1 The captions and headings in tins Sublease ate for the convenience of reference only aad shall not affect the interpretation of any provision hereof or its scope or latent The provisions Of this SuWessa shall be interpreted according to the laws of die Province of Ontario and the parties hereto do hereby attom to the jurisdiction of Ontario. 17. In consideration of the Sub landlord granting (his Sub-Lease to rite Subtenant and for other good aad valuable consideration, die receipt and sufficiency of which is hereby acknowledged by the Nader Mans our; fixe Guarantor, the Guarantor represents and warrants to, and covenants and agrees with, the Subkmdlord that:

173 06/13/ :43 FAX v DJUN :24 FROM: / I tjf 4V 9 J W III* WWM 6REENBER6-LEVINE TO: /007 P.l -6- (a) (b) (c) (d) the Subtenant has Axil power and authority to enter into this Sub-Lease and. to perform its obligations contained in thla Sob-Lease; tins Sub-Lease is valid and biiuhng upon the Guarantor and enforceable against him in accordance with ies terras; Ihe Guarantor shall be bound, as principal obligor, to perform all of the obligations contained in this Sub-Leasa (Other than those required of the Sublandlord) to the same extent aid with the wane effect as If such Guarantor were named in this Sub-Lease as the Subtenant; foe Guarantor will Indemnify and save harmless the Sublandlord against and from all demands, claims, losses, damages, costs and expenses which the Sublandlord may sustain, incur or become liable for by reason of: (i) failure for any reason whatsoever of the Guarantor ear die Subtenant to pay*die monies expressed to be payable pursuant to die Sub-Lease or to do and perform any other act, matter or thing pmsuant to the proviaona of this Sub-Lease; or, (ii) any Act, action or proceeding of or by the Landlord for or in connection with the recovery of foe said monies or (he obtaining of performance of any other Act, - - matter or thing pursuant to foe provisions of tins Lease. 19. HEAP LANDLORD CONSMC Ibis Sublease agreement shall he conditional for the benefit of both parties upon obtaining foe consent of foe Head Landlord. Ming which either party may terminate this Sublease on seven (7) day's written notice (next page. is signature page) /

174 IfcJ/34/2013 \{\<z{ ywb2/bbyyy SAID A1I ALLA HAtt ai OB/13/ :43 FAX BREEKBEHS-tEVlHE $6M/007 VVf C^l ' W IM>t * Itf Itt tvitnisss WHEREOF, the pfctfc* ieftto ten* canted tfceir reapectfvcr catpqute to te tomato affix*! ttortod to b? tto to*f* of toefr proper *fcriztt officccs Mr fe (tot fem» tfaitf m «&«ftm ft» &p «4 yctt iiia tfcw wft**. MABANATBADSI7CSZK& l+ i_ 31, 2^0 2J / "'If- 1 -esa 'X^/Yl 9 d &SS9SSS9t OL IH08B SBiST 5T03-6I-NFV

175

176 SUBLEASE THIS SUBLEASE made as of and with effect from the 6th day of August, BETWEEN: ONTARIO LIMITED., a body corporate, having an office in the City of Mississauga, in the Province of Ontario (hereinafter called the "Sublandlord") OF THE FIRST PART ' - and ONTARIO INC., a body corporate, having _ ' an office in the City of Mississauga, in the Province of Ontario (hereinafter called the "Subtenant") OF THE SECOND PART -and- NADER MANSOUR, an individual resident in the City of Mississauga, in the Province of Ontario (the "Guarantor") OF THE THIRD PART WHEREAS, by a lease agreement dated thelst day of May, 2014, between Rudolph Pfister and Anita Pfister (the "Landlord") and the Sublandlord (a copy of which lease agreement is attached hereto as Schedule "A" and hereinafter referred to as the "Head Lease"), the Landlord did lease unto the Sublandlord, for a term expiring on the 31st day of July, 2019, the building located in the City of Grimsby, in the Province of Ontario, and being municipally described as Suite # 2, Main St. Grimsby, Ontario (the "Building"). The portion of the Building leased to the Sublandlord consists of approximately square feet of floor space as outlined in red on the plan attached hereto as Schedule "B" and as more particularly described in the "Head Lease" (hereinafter referred to as the "Demised Premises"). AND WHEREAS the Sublandlord has agreed to sublease to the Subtenant the Demised Premises, for the term and at the rental and subject to the terms, provisions, conditions and agreements hereinafter contained. 1. PREMISES WITNESSETH THAT, for and in consideration of the rents, covenants, conditions and agreements hereinafter reserved and contained on the part of the Sublessee to be respectively

177 -2- paid, kept, observed and performed, the Sublessor does hereby sublet to the Sublessee that portion of the Demised Premises. 2. TERM " K TO HAVE AND TO HOLD the Demised Premises for a term commencing on the 1st day of August, 2014 (the "Commencement Date") and ending on the 31st day of July, 2019 (the "Term"). 3. RENT (a) YIELDING AND PAYING THEREFORE unto the Sublandlord, its successors an assigns, at such place or places as the Sublandlord may designate in writing, an annual rent of $18, plus HST, for the first Two (2) years of the Term, which annual rent.. shall be payable, in advance, in equal consecutive monthly installments of $1,511.29, plus HST on the 1st day of each and every month during the Term, commencing on the 1st day of August, 2014 and on the 1st of each and every month thereafter during the first two years of the Term; (b) YIELDING AND PAYING THEREFORE unto the Sublandlord, its successors and assigns, at such place or places as die Sublandlord may designate in writing, an annual. rent of $19, plus HST, for the third and fourth years of the Term, which annual rent shall be payable, in advance, in equal consecutive monthly installments of $1, plus HST, commencing on the 1st day of August, 2016 and on the 1st of each and every month thereafter during the third and fourth years of the Term. (c) YIELDING AND PAYING THEREFORE unto the Sublandlord, its successors and assigns, at such place or places as the Sublandlord may designate in writing, an annual rent of $21, plris HST, for the fifth year of the Term, which annual rent shall be payable, in advance, in equal consecutive monthly installments of $1, plus HST, commencing on the 1st day of August, 2018 and on.the 1st of each and every month thereafter during the fifth year of the Term. (d) The rent to be paid by the Subtenant to the Sublandlord shall be paid to the Sublandlord or to such other person or at such other place as the Sublandlord may from time to time

178 -3- designate, in lawful money of Canada, without any prior demand therefor and without any deduction, abatement, set-off or compensation whatsoever. 4. ADDITIONAL RENT In addition to the Annual Rent set out in Paragraph 3 hereof, the Subtenant shall pay to the Sublandlord, in the manner and at the times described in the Head Lease, its proportionate share of the amount of Operating Costs and other charges, of any nature whatsoever, required to be paid by the Sublandlord under the Head Lease (collectively referred to herein as "Additional Rent"). 5. INVENTORY The Subtenant agrees that the Inventory located on the Demised Premises is currently valued at $ and the Subtenant agrees to pay for same by way of a promissory note executed by the Subtenant and the Guarantor, which will be due one year from the date hereof. The note shall bear interest at the rate of % per annum and shall be payable principal and interest on maturity. 6. ASSIGNMENT AND SUBLETTING The Subtenant shall not assign, sublet or in any way part with possession of the Demised Premises without the prior written consent of the Sublandlord, which consent may be arbitrarily withheld by the Sublandlord; and in the event that the Sublandlord's consent is given, such consent shall be conditional upon the Subtenant obtaining the consent thereto of the Landlord under the Head Lease, which consent of the Landlord may be arbitrarily withheld. ' 7. INCORPORATION OF HEAD LEASE The Subtenant acknowledges that there have been disclosed to it and it has examined all the terms and conditions Contained in the Head Lease. With respect to the Demised Premises, the Subtenant covenants, during the Term, to observe and perform all the Sublandlord's covenants contained in the Head Lease, other than die covenants thereunder to pay basic rent. 8. INDEMNIFICATION OF SUBLANDLORD The Subtenant will indemnify and save harmless the Sublandlord against all actions, expenses, claims, costs, damages, liabilities and demands in respect of any breach by the Subtenant, its agents, servants, employees or independent contractors of any of the covenants contained in the Head Lease.

179 -4-9. ABATEMENT OF RENT The Sublandlord and the Subtenant agree that, if the Sublandlord's obligation to pay rent under the Head Lease should abate as a result of damage or destruction to the Demised Premises, then rent under this Sublease shall abate in the same manner as the Sublandlord's rent abates under the Head Lease. 10. RENEWAL The Term of this Sublease shall expire on the 31st day My, 2019, and the Subtenant shall have no further right to occupy the Demised Premises, nor shall the Subtenant be entitled to any right, to extend or renew the Term of this Sublease 11. DEFAULT OF SUBTENANT - If and whenever: 11.1 The Subtenant shall default in the payment of rent, Additional Rent or any other sum required to be paid by the Subtenant to the Sublandlord under the provisions of this Sublease; or (a) (b) (c) (d) (e) The Subtenant shall default in performing or observing any of its other covenants or obligations of this Sublease, and the Sublandlord shall have given the Subtenant notice of such default and, at the expiration of seven (7) days after the giving of such notice, the default shall continue to exist (or, in the case of a default which cannot with due diligence be cured within a period of seven (7) days, the Subtenant shall fail to proceed promptly after giving of such notice to begin to cure the same and shall have failed to proceed diligently to cure the default); or The Term shall be seized or taken in execution by a creditor of the Subtenant; or The Subtenant shall make an assignment for the benefit of creditors, or shall become bankrupt, or shall make application for relief under the provisions of any statute now or hereafter in force concerning bankrupt or insolvent debtors, or any action whatsoever, legislative or otherwise, be taken with a view to the winding-up, dissolution or liquidation of the Subtenant; or The Demised Premises shall be abandoned by the Subtenant or shall remain vacant for fifteen (15) days or more; The Subtenant shall lose his licence to practice as a pharmacist or shall lose his billing privileges under the Ontario Drug Benefit Plan then, and in every such case, the then current month's rent, together with the rent for the three (3) months next ensuing, shall immediately become due and payable, and the Sublandlord may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Demised Premises, or any part thereof in the name of the whole, whereupon this Sublease shall terminate

180 -5- forfhwith, anything contained herein or in any statute or law to the contrary notwithstanding; PROVIDED, HOWEVER, that such termination shall be wholly without prejudice to the right of the Sublandlord to recover arrears of rent and damages for any antecedent breach of covenant on the part of the Subtenant; PROVIDED FURTHER that, notwithstanding such terminatiop., the Sublandlord may subsequently recover from the Subtenant all losses, damages, costs and expenses whatsoever suffered by reason of the Sublease having been prematurely determined In case the Subtenant shall make default in payment of any sums required to be paid by and under this Sublease, or fails to observe any covenants required to be observed by it pursuant to this Sublease, the Sublandlord may pay the same or cause such covenants to be observed, and the amounts so paid and all costs related thereto and all expenses or costs paid by the Sublandlord, as between solicitor and client on account of any default by the Subtenant under this Sublease, shall be payable by the Subtenant to the Sublandlord forthwith, either before or after payment by the Sublandlord. The Sublandlord may, by notice to the Subtenant, demand payment thereof, and if not paid by_ the Subtenant within fifteen (15) days of such notice, the amount thereof shall be deemed to be rent in arrears and the Sublandlord may, in addition to any other remedy it may have for the recovery of the same, distrain for the amount thereof as rent in arrears. If the Subtenant shall fail to pay, when same is due and payable, any rent, Additional Rent, amount or charge of the character described in this Paragraph, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate of eighteen percent (18%) per annum RIGHT AND REMEDIES, Additionally, the Sublandlord shall be entitled to avail itself of all the rights, remedies and privileges set forth in the Head Lease for the benefit of the Landlord thereunder as if the same had been incorporated herein and as if all references to the Landlord were to the Sublandlord and all references to the tenant were to the Subtenant. 13. RIGHT TO LEVY DISTRESS The Sublandlord may distrain for the rent hereby reserved, including accelerated rent, if any, or for any money hereby recoverable by distress upon the goods and chattels of the Subtenant, wheresoever situate, and upon any other premises to which the same may have been removed and to wherever the same may be found within the Province of Ontario, or elsewhere. 14. CUMULATIVE REMEDIES: NO WAIVER Specific, remedies to which the parties may resort under the terms of this Sublease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which either of them may be lawfully entitled in case of any breach or threatened breach of any covenant, term or provision of this Sublease. The waiver by either party of any breach of any covenant or condition in' these presents contained shall not be construed as or constitute a waiver of any other covenant or condition, and the consent or approval of either party to or of any act by the other party requiring that party's consent or approval shall not be construed or constitute consent or approval to any subsequent or similar act by either party.

181 OVERHOLDING If, at the expiration of the Term or any renewal term (if exercised or taken hereunder) of this Sublease, the Subtenant shall hold over for any reason, the tenancy of the Subtenant thereafter shall be from month to month only and shall be subject to all terms and conditions of this Sublease, except as to duration, in the absence of written agreement to the contrary. 16. SUCCESSORS AND ASSIGNS The word "Sublandlord", wherever it occurs herein, shall mean and extend to include the Sublandlord, its successors and assigns; and the word "Subtenant", wherever it occurs herein, shall mean and extend to include the Subtenant, its successors and assigns. 17. GUARANTOR OBLIGATIONS In consideration of the Sublandlord granting this Sublease to the Subtenant and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor represents and warrants to, and covenants and agrees with, the.sublandlord that: (aj the Guarantor has foil power and authority to enter into this Lease and to perform its obligations contained in this Sublease; -. (b) (c) (d) this Sublease is valid and binding upon the Guarantor and enforceable against it in. accordance with its terms; ~ the Guarantor shall be bound, as principal obligor, to perform all of the obligations contained in this Sublease (other than those required of the Sublandlord) to the same extent and with the same effect as if such Guarantor were named in this Sublease as the Subtenant; the Guarantor will indemnify and save harmless the Sublandlord against and from all demands, claims, losses, damages, costs and expenses which the Sublandlord may sustain, incur or become liable for by reason of: (i) failure for any reason whatsoever of the Guarantor or the Subtenant to pay the monies expressed to be payable pursuant to the Sublease or to do and perform any other act, matter or thing pursuant to the provisions of this Sublease; or (ii) any Act, action or proceeding of or by the Sublandlord for or in connection with. the recovery of the said monies or the obtaining of performance of any other Act, matter or thing pursuant to the provisions of this Sublease. 18. INTERPRETATION AND APPLICABLE LAWS 18.1 The captions and headings in this Sublease are for the convenience of reference only and shall not affect the interpretation of any provision hereof or its scope or intent.

182 The provisions of this Sublease shall be interpreted according to the laws of the Province of Ontario and the parties hereto do hereby attorn to the jurisdiction of Ontario. 19. CONSENT OF HEAP LANDLORD This Sublease is conditional for the benefit of the Sublandlord upon obtaining consent of the Head Landlord to this Sub-Lease, failing which, at its option, the Sublandlord may terminate this Sub-Lease IN WITNESS WHEREOF, the parties hereto have caused their respective corporate seals to be hereunto affixed, attested to by the hands of their proper signing officers duly authorized in that behalf, all as of and with effect from the day and year first above written Ontario Limited '' Per: Per

183 Shabri Properties Limited P.O. Box Lake St., St. Catharines, ON L2R 624 June 20, 2016 Hodgins Pharmacy Main St East Grimsby, ON L3M 1M7 Dear Mr. Said Attala, Re: Rental Increase As outlined in your Lease Agreement, it is time for a rental increase that will cover a 2 year period beginning August 1, 2016 and ending July 31, Your new rent will be: $1, CAM $1, HST $ = $3,112.57/month. However, as outlined in our previous letter dated May 27, 2016, regarding a CAM Fee increase and reduction of 50% ofjthe 2016 increase, your, rent on August 1, 2016 for the remainder of this Fiscal Year will be as follows: New Rent: $1, CAM $ $ HST = $2, We trust you will find the above in order. If you have questions or concerns please feel free to contact this office at any time. Yours truly, PROPERTIES LIMITED Property Manager cc. Mr. Nader Monsour

184 ' i. ' r! '. avv^sz-^- ^rucy.^,?;'?'-.ixt. ;,.?.; *....,... j H NTARI0 INC. 37 Mam Street. Grimsby, ON.L3M 1M7 (905) * / 4 hodgins PHARMACY //V v ittaw W -' TD Canada Trust 7060 McLaughlin Rd- I «*? Mississauga, ON L5W1W7 -.NON-NEGOTJABLE DUPLICATE OF CHEQUE p M J{ J Y DATE - : - '. Balance Forward s i io\^ : L- ; >-> * This'Cheque: li-..,wt o X. balance; Deposit; 'XJs-l! > / /.3 A. Balance Forward: niovn.:isw«oom: iss7-sorasaa6* Ifc; 4'-'' -.1 '

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186 SPERGEL Philip H. GenniCIRP, LIT Direct phone & fax: July 4, 2016 By and Courier Mr. Said Atalla 1520 Watersedge Road Mississauga, ON L5J1A4 Dear Sir: Re: Ontario-lnc. o/a Arrow Drugs; Ontario Limited o/a Hodgins Pharmacy and - Maranatha Drugs Inc., o/a Supercare Pharmacy - In Receivership Please hnd_enclosedza^pyz5f-the~ordef otthe-honourable Justice Newbould issued June 29, 2016 placing - the above^noted companylntb receifeeht^siai naming msi Spergel inc., as Receiver. We are writing to you as director of the corporations.' _ ^ _ ~. We request hereby thavwe fee^rovided with the following books and records for each of Ontario - Inc htarioUrnTted and Maranatha Drugs Inc (the "Companies").: 1. Bank statements for the past twelve months; _ 2. Trial Balances and accounting records; 3. Financial Statements for the past three years; 4. Computers and other electronic devices on which financial information is stored; 5. The company minute books; 6. A copy of the lease for each of the three locations where the businesses are carried on, namely, 7. Copies of all payroll registers; 8. Copies of recent CRA Notices of Assessment; 9. Copies of recent Notices of Assessment for HST remittances; 10. Copies of CRA Statements with respect to employee source deduction remittances; 11. Copies the most recent physical inventory count for each location; 12. Detailed list of employees including names, addresses, SIN numbers, start date, salary; 13. Copies of T4s and T4 Summaries for 2015; 14. Copies of insurance policies for each of the three locations; 15. Details of any vehicles owned or leased by each of the companies; and 16. Detailed asset listing for each of the companies. TOS? inc. 505 Consumers Road, Suite 200, Toronto, Ontario M2J 4V8 Tel 414 -in Fax

187 Grimsby Pharmacv-Hodgins IDA Pharmacy We are in receipt of a copy of a document (the "sublease") dated August 6, 2014, purporting to sublease the Grimsby location from Ontario Limited o/a Hodgins Pharmacy ("155") to Ontario Inc., ("231"). In this regard, we will require the following: 1. Copy of the head lease between 155 and the owner of the building; 2. Evidence of the consent of the Landlord with respect to the sublease; 3. Details of the sales process conducted with respect to the purported transfer of the pharmacy business to 231; 4. A detailed listing of all assets purportedly conveyed pursuant to the document; 5. A copy of any appraisal obtained with respect to the assets and inventory; and 6. A copy of the promissory note referred to in Paragraph 4 of the sublease with respect to the inventory located on-site as at the date of the document together with full detail and evidence of any payments thereon. Jane Street Pharmacv-Suoercare Pharmacy We are in receipt of a copy of a document (the "sublease") dated June 4, 2012, purporting to sublease the Jane Street location from Maranatha Drugs Inc. o/a Supercare Pharmacy ("Marantha") to Ontario Inc. ("231"). In this regard, we will require the following: 1. Copy of the head lease between 155 and the owner of the building; 2..Evidence of the consent of the Landlord with respect to the sublease; ~ 3. Details of the sales process conducted with respect to the purported transfer of the pharmacy business to 231; 4. A detailed listing of all assets purportedly conveyed pursuant to the document; 5. A copy of any appraisal obtained with respect to the assets and inventory; and 6. A copy of the promissory note referred to in Paragraph 4 of the sublease with respect to the inventory located on-site as at the date of the document together with full detail and evidence of any payments thereon. Yours very truly, msi Spergel inc. Per: Philip H. Gennis, J.D., CIRP Senior Principal cc. Counsel

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189 SPERGEL Philip H. Gennis, J.D., CIRP, LIT Direct phone & fax: July 4, 2016 By and Courier Nadermansour0(5)yahoo.com Mr. Nader Mansour 7440 Magistrate Terrace Mississauga, ON L5W 1L2 Dear Sir: Re: Ontario Inc. o/a Arrow Drugs; Ontario Limited o/a Hodgins Pharmacy and "Marantha Drugs Inc., o/a Supercare Pharmacy In Receivership Please find enclosed a copy of the Order of the Honourable Justice Newbould issued June 29, 2016 placing the above-noted company into receivership and naming msi Spergel inc., as Receiver. We are writing to you as a director of Ontario Inc., the purported sub-lessee of the pharmacy businesses conducted in by Marantha Drugs Inc., and Ontario Inc. in North York and Grimsby, Ontario, respectively. Grimsby Pharmacy-Hodgins IDA Pharmacy We are in receipt of a copy of a document (the "sublease") dated August 6, 2014, purporting to sublease the Grimsby location from Ontario Limited o/a Hodgins Pharmacy ("155") to Ontario Inc., ("231"). In this regard, we will require the following: 1. Copy of the head lease between 155 and the owner of the building; 2. Evidence of the consent of the Landlord with respect to the sublease; 3. Details of the sales process conducted with respect to the purported transfer of the pharmacy business to 231; 4. A detailed listing of all assets purportedly conveyed pursuant to the document; 5. A copy of any appraisal obtained with respect to the assets and inventory; and 6. A copy of the promissory note referred to in Paragraph 4 of the sublease with respect to the inventory located on-site as at the date of the document together with full detail and evidence of any payments thereon. Jane Street Pharmacy-Supercare Pharmacy We are in receipt of a copy of a document (the "sublease") dated June 4, 2012, purporting to sublease the Jane Street location from Marantha Drugs Inc. o/a Supercare Pharmacy ("Marantha") to Ontario Inc. ("231"). In this regard, we will require the following: 1. Copy of the head lease between 155 and the owner of the building; msi Spergel inc. 505 Consumers Road, Suite 200, Toronto, Ontario M2J 4V8 Tel Fax » wrvw.spergel.ca

190 2. Evidence of the consent of the Landlord with respect to the sublease; 3. Details of the sales process conducted with respect to the purported transfer of the pharmacy business to 231; 4. A detailed listing of all assets purportedly conveyed pursuant to the document; 5. A copy of any appraisal obtained with respect to the assets and inventory; and 6. A copy of the promissory note referred to in Paragraph 4 of the sublease with respect to the inventory located on-site as at the date of the document together with full detail and evidence of any payments thereon. Yours very truly, msi Spergel inc. Per: Philip H. Gennis, J.D., CIRP Senior Principal cc. Counsel

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192 FOR SALE ONTARIO INC. O/A ARROW DRUGS PHARMACY msi Spergel inc., in its capacity as the Receiver of Ontario Inc., o/a Arrow Drugs Pharmacy requests offers for the purchase of the assets of this company which is comprised of a retail pharmacy operating from leased premises in Mississauga, Ontario. For further information regarding this opportunity, please contact msi Spergel inc. as set out below. The deadline for offers is Monday August 29, 2016 at 12PM. msi Spergel inc., Licensed Insolvency Trustee 505 Consumers Road, Suite 200 Toronto, ON M2J 4V8 Attn: Philip H. Gennis. JD..CIRP, LIT Phone & Fax: pgennis@spergel.ca

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194 PHARMACY BUSINESS FOR SALE MARANATHA DRUGS INC. AND ONTARIO INC. O/A SUPERCARE PHARMACY msi Spergel inc., in its capacity as the Receiver of Maranatha Drugs Inc. and Ontario Inc. o/a Supercare Pharmacy requests offers for the purchase of the assets of this business which is comprised of a retail pharmacy operating from leased premises in North York, Ontario. For further information regarding this opportunity, please contact msi Spergel inc. as set out below. The deadline for offers is Monday September 26, 2016 at 12PM. Q0@si msi Spergel inc., Licensed Insolvency Trustees 505 Consumers Road, Suite 200 Toronto, ON M2J 4V8 Attn: Philip H. Gennis. JD.,CIRP, LIT Phone & Fax: pgennis@spergel.ca