MOTION RECORD (Returnable September 3, 2020)

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

IN THE MATTER OF SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED, SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O 1990 C. C.43, AS AMENDED, AND SECTION 68 OF THE CONSTRUCTION LIEN ACT, R.S.O. 1990, C. C.30, AS AMENDED

B E T W E E N:

HARBOUR EDGE MORTGAGE INVESTMENT CORPORATION

Applicant

- and -

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

MOTION RECORD (Returnable September 3, 2020)

August 25, 2020 DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc. -2-

TO: SERVICE LIST

Service List

TO: VICTOR L. VANDERGUST PROFESSIONAL CORPORATION Barrister & Solicitor 11 Hurontario Street P.O. Box 39, Stn. Main Collingwood, Ontario, L9Y 3Z4

Email: [email protected] Tel: (705) 445-4544 Fax: (705) 445-4160

Lawyer for the Applicant

AND TO: LOU VADALA PROFESSIONAL CORPORATION Barrister & Solicitor 781 Blackburn Mews Kingston, Ontario, K7P 2N5

Email: [email protected] Tel: 1(613) 384-1709 Fax: 1(613) 384-8955

Lawyer for 1709927 Ontario Limited

AND TO: MAXIUM FINANCIAL SERVICES INC. 30 Vogell Road, Unit 1 Richmond Hill, Ontario, L4B 3K6

Email: [email protected] Tel: 905-780-6150

AND TO: FARLEY MANUFACTURING INC. 6 Kerr Crescent Puslinch, Ontario, N1H 6H9

Email: [email protected] Tel: (519) 821 - 5422 Fax:(519) 821 – 5424

AND TO: FOUR COURTS LIMITED 6 Kerr Crescent Puslinch, Ontario, N1H 6H9

- or – 550 Imperial Rd N Guelph, ON N1H 7M3

Email: [email protected] Tel: 519-821-5422 Fax: 519-821-5424

AND TO: JOHN DEERE FINANCIAL INC. 3430 Superior Court Oakville, Ontario L6L 0C4

Tel: 905 319-4958 Fax: 905 319-5866 Email: [email protected]

Attention: Steve A. Watson, Associate Chief Counsel

AND TO: JOHN DEERE CREDIT INC. 3430 Superior Court Oakville, Ontario L6L 0C4

Tel: 905 319-4958 Fax: 905 319-5866 Email: [email protected]

Attention: Steve A. Watson, Associate Chief Counsel

AND TO: SOUSA READY MIX 1351 McAdoo's Ln Glenburnie, ON K0H 1S0 Email: [email protected] Tel: (613) 547-3675

AND TO: JEFF BYRON PUMPS & WATER TREATMENT INC. 2973 Unity Rd, Elginburg, ON K0H 1M0 Email: [email protected] Tel: (613) 634-4346

AND TO: WICKLOW

AND TO: WORK OF ART MASONRY LTD 1431 Cottsmere Ct, Kingston, ON K7L 4V4

Tel: (613) 328-2107

AND TO: BGM METALWORKS INC 91 Harvey St, Kingston, ON K7K 5C1

Tel 613-634-2094 Fax: 613-384-0422 Email: [email protected]

AND TO: ANTONIO MENDES CONSTRUCTION LTD 10-695 Innovation Dr. Kingston ON K7K 7E6

AND TO: ANTONIO MENDES CONSTRUCTION 132 Sheridan Street, Kingston ON K7P 3E Email: [email protected] AND TO: KINGSTON PLATE AND WINDOW GLASS 1407 John Counter Blvd, Kingston, ON K7K 6A9

Tel:(613) 546-6421 Fax: 613.545.0677 Email: [email protected]

Attention: Brian Brooks

AND TO: ACTION FLOORING KINGSTON 810 Development Dr, Kingston, ON K7M 5V7

Tel: (613) 634-3657 Email: [email protected]

Attention: Larry Paquette

AND TO: CDS-COMMERCIAL DOOR SYSTEMS LTD 639-A Justus Drive Kingston, Ontario K7M 4H5

Tel: (613) 389-5131 Email: [email protected]

AND TO: GRASSROOTS SUPPLY CO 510 Oakwood Ave York, ON M6E 2X1

Tel: (647) 245-4502

AND TO: HMC CONTRACTING LTD 408 Bernice Dr Kingston, ON K7M 5X3 Email: [email protected] Tel: 1 613 541 8680

AND TO: OTIS 16 Trinity Square Toronto, ON M5G 1B1

Tel:(416) 596-1163 Email: [email protected]

AND TO: SELECT DOOR & FRAME 278 Dalton Ave, Kingston, ON K7K 7H2

Tel: (613) 549-4193 Email: [email protected] AND TO: BGM METALWORKS 91 Harvey Street, Kingston ON K7K 5C1

Tel:(613) 634-2094 Email: [email protected]

AND TO: ALEX McCOY PLUMBING & HEATING LTD. 1-718 Fortune Crescent, Kingston ON K7P 2T3 Email: [email protected]

Tel: (613) 546-6846 Fax: (613) 541-1331

AND TO: WYLIE ELECTRIC 175 Resource Road, Kingston ON K7P 0K1

Tel:(613) 634-3008 Email: [email protected]

INDEX

I N D E X

Tabs Document

1. Notice of Motion

2. Third Report of Rosen Goldberg Inc. dated August 25, 2020

A Appendix “A” - Receivership Order

B Appendix “B” - Interim Order of Justice Minnema

C Appendix “C” – Order of Justice Belch

D Appendix “D” - Second Report of Rosen Goldberg Inc.

E Appendix “E” - Approval and Vesting Order

F Appendix “F” – Endorsement of Justice Minnema

G Appendix “G” - Receiver’s Statement of Receipts and Disbursements

H Appendix “H” – Summary of Amounts Held

I Appendix “I” – Letter from Receiver to the City dated March 25, 2019

J Appendix “J” – Email communications between the City and Receiver

K Appendix “K” – Fee Affidavit of Brahm Rosen

L Appendix “L – Fee Affidavit of Lisa Corne 3. Redline Discharge Order to the Model Order

TAB 1

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

B E T W E E N:

HARBOUR EDGE MORTGAGE INVESTMENT CORPORATION

Applicant

- and -

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

NOTICE OF MOTION (Returnable September 3, 2020)

Rosen Goldberg Inc., in its capacity as receiver and construction lien trustee (collectively,

the “Receiver”) of all of the assets, undertakings and properties of Harnden Enterprises

Incorporated and Southwinds Enterprises Limited (collectively, the “Debtors”) will make a

Motion on Thursday September 3, 2020 by video conference at 10:00am before a Judge at the

Kingston Courthouse at 5 Court Street in Kingston, Ontario.

PROPOSED METHOD OF HEARING: The Motion is to be heard by video conference. 2

THE MOTION IS FOR

1. An order, if necessary abridging the time for service of the Receiver’s Motion Record, validating service of the Receiver’s Motion Record and declaring that the Motion is properly returnable on September 3, 2020, and dispensing with further service thereof;

2. An Order in the form attached hereto as Schedule “A”:

(a) approving the Receiver’s activities as set out in its Third Report dated August 25,

2020 (the “Third Report”);

(b) approving the professional fees of the Receiver and its counsel;

from March 26, 2015 to August 10, 2020;

(d) approving a distribution of the Reserve (as defined below) by the Receiver to the

lien claimants and other unpaid suppliers in accordance with the Receiver’s

recommendations in its Third Report;

(e) discharging the Receiver; and

3. Such further and other relief as to this Honorable Court may seem just.

THE GROUNDS FOR THE MOTION ARE

1. By Order of Justice McLean dated March 26, 2015, Rosen Goldberg Inc. was appointed receiver and construction lien trustee of all the assets, undertakings and properties of the Debtors;

2. The assets subject to the Receiver’s administration were located on approximately 300 acres in Kingston, Ontario (collectively, the “Properties”), and included the following:

(a) A golf facility, comprised of an 18 hole course known as Westbrook Golf Club, a

9 hole course referred to as the Kingston Par 3, a 50 seat restaurant and patio, and

a small pro-shop; 3

(b) A two-storey residential property, adjacent to the golf facility; and

3. On June 18, 2015, the Honourable Justice Belch approved the sales process proposed by the Receiver in its First Report dated June 12, 2015 (the “Sales Process Order”);

4. The Receiver implemented the sales process in accordance with the Sales Process Order and exposed the Properties to the market for a lengthy period of time;

5. Pursuant to the Approval and Vesting Order dated November 26, 2015 granted by the Honourable Mr. Justice Minnema, the Receiver completed the sale of the Properties to a Applicant, Harbouredge Mortgage Investment Corporation ( “Harbouredge”), free and clear of all claims;

6. At the date of the Receivership Order, there were a number of liens registered against the Properties under the Construction Act (Ontario);

7. In accordance with the Order of Justice Minnema dated November 26, 2015, the Receiver is holding funds in the amount of $109,187, plus accrued interest ( the “Reserve”) , in respect of potential priority claims under the Construction Act (Ontario);

8. Harbouredge has entered into a settlement agreement with the lien claimants pursuant to which the lien claimants will be entitled to payment of a portion of the Reserve;

9. The Receiver recommends that the Reserve be applied to pay the amounts agreed upon by the lien claimants and Harbouredge ;

10. According to the Debtors’ records, the Debtors had retained, but not yet released, certain amounts in respect of the holdback required under section 8 of the Construction Act;

11. The Receiver recommends that the balance of the Reserve, after payment of the settlement amounts to the lien claimants, be paid to those suppliers entitled to holdback payments retained by the Debtors pursuant to section 8 of the Construction Act, on a pro rata basis ; 4

12. The Receiver has acted honestly, in good faith and in a commercially reasonable manner in all respects in connection with its administration of the Debtors’ estate ;

13. Section 249 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B.3, and Section 100 of the Courts of Justice Act, R.S.O. 1990, c C.43;

14. Rules 2.03, 3.02, 37 and 41.05 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194; and

15. Such further and other grounds as counsel may advise and this Honourable Court may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

Motion

1. The Third Report of the Receiver dated August 25, 2020, and

2. Such further and other material as counsel may advise and this Honourable Court permit.

August 25, 2020 DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc. 5

Schedule “A” Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

THE HONOURABLE ) THURSDAY, THE 3RD ) JUSTICE ) DAY OF SEPTEMBER, 2020

B E T W E E N:

HARBOUR EDGE MORTGAGE INVESTMENT CORPORATION

Applicant

- and -

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

DISCHARGE ORDER

THIS MOTION, made by Rosen Goldberg Inc., in its capacity as the Court-appointed receiver (the “Receiver”) of the assets, undertaking and property of Harnden Enterprises Incorporated and Southwinds Enterprises Limited (collectively, the “Debtors”), for an order:

1. approving the Third Report of the Receiver dated August 25, 2020 (the “Third Report”) and the activities of the Receiver described therein;

2. approving the Receiver’s Statement of Receipts and Disbursements for the period from March 26, 2015 to August 10, 2020; 6

3. providing directions to the Receiver regarding distribution of the Reserve as ( as defined in the Third Report) and authorizing the Receiver to distribute the Reserve in accordance with the distribution recommended in the Third Report;

4. approving the fees and disbursements of the Receiver and its counsel;

5. discharging Rosen Goldberg Inc. as Receiver; and

6. releasing Rosen Goldberg Inc., from any and all liability, as set out in paragraph 7 of this Order, was heard this day by zoom video conference at the Kingston Courthouse at 5 Court Street in Kingston, Ontario, as a result of Covid 19.

ON READING the Third Report, the affidavits of Brahm Rosen sworn August 18, 2020 and the affidavit of Lisa Corne sworn August 24, 2020 (collectively, the “Fee Affidavits”), and on hearing the submissions of counsel for the Receiver, no one else appearing although served;

1. THIS COURT ORDERS that the time for service of the Notice of Motion, the Motion Record, and the Third Report 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 Third Report and the activities of the Receiver described therein are hereby approved.

3. THIS COURT ORDERS that the receiver’s Statement of Receipts and Disbursements for the period March 26, 2015 to August 10 2020 attached as Appendix G to the Third Report is hereby approved.

4. THIS COURT ORDERS the fees and disbursements of the Receiver and its counsel, Dickinson Wright LLP, as described in the Third Report and the Fee Affidavits, are hereby approved.

5. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to distribute the Reserve ( as defined in the Third Report ) in accordance with the distribution recommended by the Receiver in its Third Report; 7

6. THIS COURT ORDERS that upon completion of its remaining administrative tasks, as set out in the Third Report, Rosen Goldberg Inc. shall be discharged as Receiver of the undertaking, property and assets of the Debtors, provided however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein, including, without limitation, distribution of the funds held by the City of Kingston in respect of proposed future development of the Properties, as described in the Third Report, and (b) the Receiver shall continue to have the benefit of the provisions of all Orders made in this proceeding, including all approvals, protections and stays of proceedings in favour of Rosen Goldberg Inc., in its capacity as Receiver.

7. THIS COURT ORDERS AND DECLARES that Rosen Goldberg Inc. is hereby released and discharged from any and all liability that Rosen Goldberg Inc. now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of Rosen Goldberg Inc. while acting in its capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the Receiver’s part. Without limiting the generality of the foregoing, Rosen Goldberg Inc. is hereby forever released and discharged from any and all liability relating to matters that were raised, or which could have been raised, in the within receivership proceedings, save and except for any gross negligence or wilful misconduct on the Receiver’s part.

______

HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondent

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

DISCHARGE ORDER

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc.

4838-1796-4737 v1 [41225-143] 8

4838-17917966-4737 v5v6 [41225-143] HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondent

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

NOTICE OF MOTION

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc.

4837-7805-3313 v5 [41225-143] 9 10

TAB 2

ROSEN GOLDBERG Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

IN THE MATTER OF SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED, AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 C. C.43, AS AMENDED, AND SECTION 68 OF THE CONSTRUCTION LIEN ACT, R.S.O.1990, C. C.30, AS AMENDED

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

-and-

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

THIRD REPORT OF ROSEN GOLDBERG INC.

August 25, 2020 12

ROSEN GOLDBERG I INTRODUCTION

1. By Order of the Honourable Mr. Justice McLean dated March 26, 2015, Rosen Goldberg Inc. was appointed as receiver and construction lien trustee (in such capacities, the "Receiver") of the assets, undertakings and properties of Harnden Enterprises Incorporated and Southwinds Enterprises Limited ( collectively, the "Debtors") pursuant to section 243(1) of the Bankruptcy and Insolvency Act, section 101 of the Courts ofJustice Act and section 68 of the Construction Lien Act (the "Receivership Order"). A copy of the Receivership Order is attached as Appendix "A" to this Third Report.

2. Prior to the Receivership Order, Rosen Goldberg Inc. was appointed as monitor (the "Monitor") of the business and financial affairs of the Respondents by Order of the Honourable Mr. Justice Minnema dated February 26, 2015, (the "Interim Order"), pursuant to Section 243(1) of the Bankruptcy and Insolvency Act, Section 101 of the Courts ofJustice Act and Section 68 of the Construction Lien Act. A copy of the Interim Order is attached as Appendix "B" to this Third Report.

II TERMS OF REFERENCE

3. In preparing this Third Report, the Receiver has relied upon information from third party sources ( collectively, the "Information"). Certain information contained in this Third Report may refer to, or be based on, the Information. As the Information has been provided by other parties, or obtained from documents filed with the Court in this matter, the Receiver has relied on this Information, and to the extent possible reviewed the Information for reasonableness. However, the Receiver has not audited or otherwise attempted to verify the accuracy and completeness of the Information in a manner that would wholly or partially comply with Generally Accepted Assurance Standards pursuant to the CPA Canada Handbook and, accordingly, the Receiver expresses no opinion or other form of assurance in respect of the Information.

2 13

ROSEN GOLDBERG 4. This Third Report is filed with this Honourable Court for the following purposes:

a) To report and seek approval of the Receiver's actions since its second report; b) To seek an Order authorizing the Receiver to distribute the amount of $109,187 in accordance with the proposed distribution described in paragraphs 20 and 25 below; c) To seek an Order approving the fees incurred by the Receiver and its counsel as described herein; and d) To seek the discharge of the Receiver, subject to the Receiver completing any ancillary matters to its administration as may be required.

III BACKGROUND

5. The assets subject to the Receivership Order, including excess land are located on approximately 300 acres in Kingston, Ontario and comprised of:

• A golf facility, comprised of an 18 hole course known as Westbrook Golf Club and a 9 hole course referred to as the Kingston Par 3. The golf facility includes a 50 seat restaurant and patio and a small pro-shop; • A two-storey residential property, adjacent to the golf facility; and • A sports dome known as the Kingston 1000 Islands Sportsplex ("Sportsplex"). The Sportsplex is approximately 100,000 square feet and is utilized as a driving range and a facility for other indoor sports.

6. The assets described above are hereinafter referred to collectively as the "Properties".

7. The Receivership Order was obtained by Harbouredge Mortgage Investment Corporation ("Harbouredge") in connection with a loan which matured on July 31, 2014. The loan was not repaid and was not being serviced. Harbouredge held a first mortgage over the Properties as security for the loan. It also held PPSA-registered security over the Debtors' personal property pursuant to a general security agreement ("Harbouredge Indebtedness"). As of June 1, 2015, the amount owing under Harbouredge's loan to the Debtors was approximately $9 million.

3 14

ROSEN GOLDBERG

8. The Receiver's counsel, Dickinson Wright LLP, provided an opinion on the validity and priority of the Harbouredge mortgage. DW opined, inter alia, that Harbouredge's security was valid and enforceable and ranked first in priority over the Properties, subject only to the extent that there was any deficiency in the holdback to be retained pursuant to the Construction Act.

9. 1709927 Ontario Limited ("1709") held a second mortgage secured by the Properties for the approximate amount of $976,000.

10. There were several construction liens registered against the Properties in September 2014 totalling approximately $157,000.

11. The Receiver implemented a sales process that was approved by this Honourable Court on June 18, 2015. We attach the Order of the Honourable Mr. Justice Belch approving the sales process as Appendix "C".

12. The Receiver received three offers in respect of the sales process, none of which were accepted. On September 30, 2015, the Receiver received a credit bid from Harbouredge Realty Administration Corporation ("HRAC"), an affiliated company of Harbouredge for the amount of $8.5 million. The Receiver accepted the HRAC offer on October 13, 2015, subject to court approval. The details of the sales process and its result are described in the Receiver's second report which is attached as Appendix "D".

13. On November 26, 2015, pursuant to the Order of the Honourable Justice Minnema, the HRAC offer was approved by the Honourable Court. The Approval and Vesting Order is attached as Appendix "E". The Receiver was ordered to reserve from the sale proceeds the amount of $109,187 in respect of potential claims by contractors and suppliers under the Construction Act (Ontario). The endorsement of Justice Minima that sets out the amount to be held back by the Receiver from the sale proceeds is attached as Appendix "F".

14. On or about April 6, 2016 the Receiver completed the sale transaction with HRAC.

4 15

ROSEN GOLDBERG IV RECEIVER'S ACTIVITIES

15. Since its second report, the Receiver has undertaken the following activities: - Overseeing operations until closing of the sale transaction, including, inter alia, facility management, employee issues, event contracts and financial management; - Regularly attending at sites; - Preparing budgets and cash flows relating to operations; - Ongoing correspondence and communications with creditors and other stakeholders, including meetings, telephone calls and written communication with City of Kingston, Victor Vandergust, counsel for Harbouredge, and Receiver's counsel as required; - Preparing statutory reports; Dealing with all matters relating to completion of the sales transaction - Updating Case Website located at http://www.rosengoldberg.com/company files.php?company_id=l 7; and - All other meetings, correspondence and other communications.

V STATEMENT OF RECEIPTS AND DISBURSEMENTS

16. The Receiver's statement of receipts and disbursements is attached as Appendix "G" to this report.

VI HOLDBACK FUNDS

17. As described above, the Receiver was ordered to maintain a reserve from the sale proceeds in the amount of $109,187 (the "Reserve"), in respect of potential claims under the Construction Act (Ontario) ranking in priority to the Harbouredge security.

18. Victor Vandergust, counsel to Harbouredge, has taken steps to resolve the three lien claims filed against the Properties and he has advised the Receiver that the three lien claims have been resolved as follows:

5 16

ROSEN GOLDBERG Lien Claimant Amount of Settlement Proposed Lien Payment Alex McCoy $54,255 Dismissal of claim without cost Plumbing & Heating Ltd. Wyle Electric o/a $ 50,127 Dismissal of action , payment $16,012.70 1425786 Ontario Inc. of 10% oflien amount plus $11,000 Antonio Mendes Co. $ 53,245 Dismissal of action , payment $16,324.50 o/a Antonio Mendes of 10% of lien amount plus Construction $11,000 Total $32,337.20

19. On behalf of Harbouredge, Victor Vandergust has asked the Receiver to pay the above settlement amounts to him, and agreed to distribute the funds in accordance with the terms of settlement.

20. The Receiver recommends that this Honourable Court authorize it to distribute $32,337.20 to Victor Vandergust, upon receipt of his undertaking to distribute the funds to the lien claimants in accordance with the settlements described above.

21. Victor Vandergust has also requested payment of the balance of the Reserve to Harbouredge pursuant to its security.

22. The books and records of the Debtors reveal that at the date of the Receiver's appointment, the Debtors were holding funds in the total amount of $101,686.53 in respect of the hold backs required to be retained under the Construction Act. A summary of the amounts held by the Debtors in respect of the holdbacks for the benefit of various contractors is attached as Appendix "H".

23. The Receiver is not aware of any other claims in respect of the Reserve, and has not received any claims or had any communications with any contractors subsequent to the Order of Justice Minnema dated November 26, 2015 directing the Receiver to retain the Reserve.

6 17

ROSEN GOLDBERG 24. The Receiver has been advised by its counsel that pursuant to the Construction Act, the holdback funds retained by the Debtors are subject to a trust in favour of unpaid contractors, and ought to be distributed to unpaid contractors , on a pro rata basis.

25. The Receiver therefore recommends that the balance of the Reserve in the amount of $76,849.76, be distributed to those unpaid contractors listed on Appendix H, on a pro rata basis, in accordance with the following table:

Contractor Remaining Proposed Pro-rata Holdback Funds Distribution Sousa Ready Mix $ 55,293.04 $ 41,787.82

Jeff Byron Pumps & Water 2,994.50 2,263.10 Treatment

Wicklow 1,017.00 768.60

Work of Art Masonry Ltd. 1,692.74 1,279.29

BGM Metalworks 305.45 230.84

Antonio Mendes Construction 18,355.72 13,872.37

Kingston Plate & Glass 6,271.50 4,739.70

Action Flooring 4,129.60 3,120.95

Commercial Door Systems Ltd. 211.51 159.85

Grass Roots 1,243.00 939.40

HMC Contracting Ltd. 3,706.40 2,801.11

Otis 3,205.13 2,422.28

Select Door & Frame 3,260.93 2,464.45

Total $ 101,686.52 $76,849.76

7 18

ROSEN GOLDBERG 26. Should any amounts be unclaimed, the Receiver will disburse on a pro rata basis to the above contractors.

VII FUNDS HELD BY CITY OF KINGSTON

27. The Receiver became aware that the City of Kingston (the "City") is holding $184,207.31 as cash security pursuant to a site plan agreement between the City and Hamden. In discussions with the City, the Receiver was advised that Mr. Cecil Hamden has claimed an entitlement to these funds, as has HRAC. The Receiver believes that these funds are the property of Hamden and once released by the City should be paid to the Receiver, who would then seek an Order of the Court to distribute these funds in accordance with the priorities. A letter from the Receiver to the City dated March 25, 2019 is attached as Appendix "I". At the date of this report, the City has not released the funds as the work required prior to the release of the funds has not been completed. The Receiver has continued to monitor this issue. Email communications between the City and the Receiver are attached as Appendix "J". Should the funds ultimately be paid to the Receiver, it would seek the advice and direction of this Honourable Court in respect of their distribution.

VIII. PROFESSIONAL FEES

28. The fees and disbursements of the Receiver from October 24, 2014 to August 10, 2020 amount to $324,226, excluding HST. The fee affidavit of Brahm Rosen sets out the details of the time incurred by the Receiver is attached as Appendix "K".

29. The fees and disbursements of the Receiver's counsel from March 4, 2015 to August 21, 2020 amount to $165,482.50, inclusive of HST. The affidavit of Lisa Come is attached as Appendix "L".

30. It is estimated that the future fees to be incurred by the Receiver and its counsel to complete the receivership administration will be approximately $15,000.

8 19

ROSEN GOLDBERG IX. DISCHARGE OF RECEIVER

31. Once the distribution of the Holdback is complete, the Receiver's administration will be complete and therefore, the Receiver requests that it be discharged. Should the funds currently being held by the City of Kingston be paid to the Receiver, the Receiver will assist this Honourable Court in respect of the distribution thereof.

IX RECOMMENDATION

32. On the basis of the foregoing, the Receiver respectfully requests that this Honourable Court grant the relief described in paragraph 4.

All of which is respectfully submitted. Dated at Toronto, Ontario, this 25 th day of August 2020.

ROSEN GOLDBERG INC., SOLELY IN ITS CAPACITY AS COURT-APPOINTED RECEIVER OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED; NOT IN A PERSONAL OR CORPORATE CAPACITY

4817-0397-0760 v7 [41225-143] 20

Appendix “A”

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

THEHONOURABLE IJ//f/ ) THURSDAY, THE 26th ) JUSTICE /J'JlA/:-Jq/V ) DAYOFMARCH, 2015

BETWEEN: •• . " ' ~ /,I ·1 . WT . . . -1., ,. _ HARBOUREDGE- MORTGAGE INVESTMENT CORPORATION y - "' l>

Applicant

- and-

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

ORDER (appointing Receiver)

THIS APPLICATION made by the Applicant for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA"), section 101 of the Courts ofJustice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") and section 68 of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended (the "CLA"), appointing Rosen Goldberg Inc. as receiver and manager and construction lien trustee (in such capacities, the "Receiver") without security, of all of the assets, undertakings and properties of the Respondents 22 - 2 -

Harnden Enterprises Incorporated and Southwinds Enterprises Limited (collectively, the "Debtors") acquired for, or used in relation to a business carried on by the Debtors, originally returnable on February 26, 2015, was heard this day at the Kingston Courthouse, at 5 Court Street, in Kingston Toronto, Ontario.

ON READING the affidavit of Larry Dunn sworn February 6, 2015 and the Exhibits thereto, the Supplementary Affidavit of Timothy Dwyer sworn February 20, 2015 and the Exhibits thereto, the Affidavit of Anita Harnden sworn February 26, 2015 and the Exhibits thereto, the Affidavit of Anita Hamden sworn March 18, 2015 and the Exhibits thereto, the Affidavit of Timothy Dwyer sworn March 20, 2015 and the Exhibits thereto, the transcript of the cross-examination of Anita Hamden held on March 23, 2015, the Affidavit of Anita Hamden sworn March 26, 2015 and the Exhibits thereto, the Report of March 24, 2015 of Rosen Golberg Inc. in its capacity as Monitor of the business and financial affairs of the Debtors pursuant to the Interim Order of the Honourable Mr. Justice Minnema dated February 26, 2015 (in such capacities, the "Monitor") and the factum of the Applicant, and on hearing the submissions of counsel for the Applicant, counsel for the Debtors and counsel for Rosen Goldberg Inc., no one appearing for 1709927 Ontario Inc., although its lawyer, Lou Vadala, was served, as appears from the affidavit of service of Wayne Byron sworn February 19, 2015, no one appearing for Maxium Financial Services Inc., although served, as appears from the affidavit of service of Derek Lanctot sworn February 19, 2015, no one appearing for Farley Manufacturing Inc., although served, as appears from the affidavit of service of James Fraser sworn February 17, 2015, no one appearing for Four Courts Limited, although served, as appears from the affidavit of service of James Fraser sworn February 17, 2015, no one appearing for John Deere Financial Inc. or John Deere Credit Inc., although served, as appears from the affidavit of service of John Patrick James McGrinder sworn February 17, 2015, and on reading the consent of Rosen Goldberg Inc. to act as the Receiver,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application, the Application Record and the Supplementary Application is hereby abridged and validated so that this application is properly returnable today and hereby dispenses with further service thereof. 23 - 3 -

APPOINTMENT

2. THIS COURT ORDERS that, subject to the Monitor and the Monitor's counsel passing their accounts at a later date, Rosen Goldberg Inc. be and is hereby discharged as Monitor.

3. THIS COURT ORDERS that pursuant to section 243(1) of the BIA, section 101 of the CJA and section 68 of the CLA, Rosen Goldberg 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 a business carried on by the Debtors, including all proceeds thereof (the "Property").

RECEIVER'S POWERS

4. 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 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 carry on the business 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 business, or cease to perform any contracts of the Debtors;

( d) to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise 24 - 4 -

of the Receiver's powers and duties, including without limitation those conferred by this Order;

(e) to purchase or lease such machinery, equipment, inventories, supplies, premises or other assets to continue the business 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 conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding;

G) 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, 25 - 5 -

(i) without the approval of this Court in respect of any transaction not exceeding $25,000.00, provided that the aggregate consideration for all such transactions does not exceed $100,000.00; 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 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.

(1) 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;

( 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; 26 - 6 -

(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

5. 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 ( 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 Prope1ty to the Receiver upon the Receiver's request.

6. 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 6 or in paragraph 7 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. 27 - 7 -

7. 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.

8. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords with notice of the Receiver's intention to remove any fixtures from any leased premises at least seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled to have a representative present in the leased premises to observe such removal and, if the landlord disputes the Receiver's entitlement to remove any such fixture under the provisions of the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any applicable secured creditors, such landlord and the Receiver, or by further Order of this Court upon application by the Receiver on at least two (2) days' notice to such landlord and any such secured creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

9. 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

10. 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 28 - 8 - 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

11. 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

12. 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.

CONTINUATION OF SERVICES

13. 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 29 - 9 - 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

14. 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

15. 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 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

16. 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 30 - 10 - 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.

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 14.06 of the BIA or by any other applicable legislation. 31 - 11 -

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 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 Ontario Superior Court of Justice sitting in Kingston.

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 $500,000.00 (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 32 - 12 - 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.

23. 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 http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service protocolD shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in accordance with the Protocol will be effective on transmission. This Court further orders that a Case Website shall be established in accordance with the Protocol with the following URL: http://www.rosengoldberg.com/company-files.php?company id=l 7.

27. 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 33 - 13 - 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 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 application, 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' estates with such priority and at such time as this Court may determine. 34 - 14 -

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 likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

ENTERED AT KINGSTON UNSCRIT A l

SCHEDULE "A"

RECEIVER CERTIFICATE

CERTIFICATE NO. ------

AMOUNT$------1. THIS IS TO CERTIFY that Rosen Goldberg Inc., the receiver (the "Receiver") of the assets, undertakings and properties of Hamden Enterprises Incorporated and Southwinds Enterprises Limited acquired for, or used in relation to a business carried on by the Debtors, including all proceeds thereof (collectively, the "Property") appointed by Order of the Ontario Superior Court of Justice (the "Court") dated the _ day of ___, 20_ (the "Order") made in an application having Court file number CV-15-68-00, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of$_____ , being part of the total principal sum of$_ ____ which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily] [monthly not in advance on the ___ day of each month] after the date hereof at a notional rate per annum equal to the rate of ___ per cent above the prime commercial lending rate of Bank of - ---from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver 36 - 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_.

Rosen Goldberg Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity

Per: Name: Title: 37

I HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondents Court1.File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

ORDER (appointing Receiver)

VICTOR L. VANDER GUST PROFESSIONAL CORPORATION Barrister & Solicitor 11 Hurontario Street P.O. Box 39, Stn. Main Collingwood, Ontario, L9Y 3Z4 \ . Email: [email protected] y,• Tel: (705) 445-4544 Fax: (705) 445-4160 \ Lawyer for the Applicant

t 38

Appendix “B”

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

THE HONOURABLE MR. ) THURSDAY, THE 26th ) JUSTICE MINNEMA ) DAY OF FEBRUARY, 2015

~ETWB,~N:

f . · • HARBOUREDGE, . 't · ::, ; MORTGAGE INVESTMENT CORPORATION t . '·:.,·.: ,•·/>· . ·./."::> . ·. i::~ ::"';, \ Applicant

- and -

HARNDEN ENTERPRISES INCORPORA TED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

INTERIM ORDER (Appointing Monitor and Granting Adjournment)

THIS APPLICATION made by the Applicant for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA"), section 101 of the Courts ofJustice Act, R.S.0. 1990, c. C.43, as amended (the "CJA") and section 68 of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended (the "CLA"), appointing Rosen Goldberg Inc. as receiver and manager and construction lien trustee (in such capacities, the "Receiver") without security, of all of the assets, undertakings and properties of the Respondents 40 -2-

Harnden Enterprises Incorporated and Southwinds Enterprises Limited (collectively, the "Debtors") acquired for, or used in relation to a business carried on by the Debtors, was heard this day at the Kingston Courthouse, at 5 Court Street, in Kingston Toronto, Ontario.

ON READING the affidavit of Larry Dunn sworn February 6, 2015 and the Exhibits thereto, the Supplementary Affidavit of Tim Dwyer sworn February 20, 2015 and the Exhibits thereto, the Affidavit of Anita Hamden sworn February 26, 2015 and the Exhibits thereto, and on hearing the submissions of counsel appearing as agent for counsel to the Applicant, counsel for the Respondent and counsel for Rosen Goldberg Inc., no one appearing for 1709927 Ontario Inc., although its lawyer, Lou Vadala, was served, as appears from the affidavit of service of Wayne Byron swom February 19, 2015, no one appearing for Maxium Financial Services Inc., although served, as appears from the affidavit of service of Derek Lanctot sworn February 19, 2015, no one appearing for Farley Manufacturing Inc., although served, as appears from the affidavit of service of James Fraser sworn February 17, 2015, no one appearing for Four Courts Limited, although served, as appears from the affidavit of service of James Fraser sworn February 17, 2015, no one appearing for John Deere Financial Inc. or John Deere Credit Inc., although served, as appears from the affidavit of service of John Patrick James McGrinder sworn February 17, 2015, and on reading the consent of Rosen Goldberg Inc. to act as the Receiver,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application, the Application Record and the Supplementary Application Record is hereby abridged and validated so that this application is properly returnable today and hereby dispenses with further service thereof.

ADJOURNMENT OF APPLICATION ON MERITS

2. THIS COURT ORDERS that the within application be adjourned for hearing to March 26, 2015, peremptory to the Debtors, in accordance with the following schedule:

(a) Delivery ofresponding materials by the Debtors by March 18, 2015;

(b) Reply materials by the Applicant by March 22, 2015; 41

- 3 -

(d) The Debtors right to cross-examine the Applicant shall be limited to one of the Applicant's affiants, such affiant to be selected by the Applicant;

(e) Debtors' Factum, if any, to be served and filed by March 24, 2015.

APPOINTMENT OF MONITOR

3. THIS COURT ORDERS that, pending the return of the application, Rosen Goldberg Inc. be appointed monitor (the "Monitor") of the business and financial affairs of the Debtors with the powers and obligations set forth herein and that the Debtors and their shareholders, officers, directors, employees and agents shall co-operate fully with the Monitor in the exercise of its powers and discharge of its obligations and provide the Monitor with the assistance that is necessary to enable the Monitor to adequately carry out the Monitor's functions.

4. THIS COURT ORDERS that the Monitor, is hereby directed and empowered to:

(a) monitor the Debtors' receipts and disbursements;

(b) report to this Court at such times and intervals as the Monitor may deem appropriate with respect to matters relating to all of the assets, undertakings and properties of Debtors acquired for, or used in relation to a business carried on by the Debtors, including all proceeds thereof (the "Property"), and such other matters as may be relevant to the proceedings herein;

(c) have full and complete access to the Property, including the premises, books, records, data, including data in electronic form, and other financial docwnents of the Debtors, to the extent that is necessary to adequately assess the Debtors' business and financial affairs or to perform its duties arising under this Order; 42 - 4 -

(d) engage independent legal counsel or such other persons as the Monitor deems necessary or advisable respecting the exercise of its powers and performance of its obligations under this Order; and

(e) perform such other duties as are required by this Order or by this Court from time to time.

5. THIS COURT ORDERS that the Monitor shall not take possession of the Property and shall take no part whatsoever in the management or supervision of the management of the Debtors' business and shall not, by fulfilling its obligations hereunder, be deemed to have taken or maintained possession or control of the Property, or any part thereof.

6. THIS COURT ORDERS that the Monitor shall incur no liability or obligation as a result of its appointment or the carrying out of the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part.

7. THIS COURT ORDERS that the Monitor and counsel to the Monitor shall be paid their reasonable fees and disbursements, in each case at their standard rates and charges, by the Debtors as part of the costs of these proceedings.

8. THIS COURT ORDERS that the Monitor and its legal counsel shall pass their accounts and for this purpose the accounts of the Monitor and its legal counsel are hereby referred to a judge of the Ontario Superior Court of Justice in the City of Kingston.

9. THIS COURT ORDERS that the fees and disbursements of the Monitor and counsel to the Monitor, if any, shall be secured under the Applicant's security in respect of the Debtors.

FINANCIAL STANDSTILL

10. THIS COURT ORDERS that the Debtors shall pay to the Applicant the sum of $65,000.00 on account of interest, without prejudice to the existing section 244 BIA notice issued by the Applicant and the relief sought at the return of this Application.

11. THIS COURT ORDERS that the above sum shall be paid by wire transfer in accordance with the following schedule: 43 - 5 -

(a) $20,000.00 no later than March 5, 2015;

(b) $20,000.00 no later than March 16, 2015; and

12. THIS COURT ORDERS that pending the return of this Application the Debtors shall keep all source deductions and HST remittance obligations current.

MEMBERSIIlP DUES

13. THIS COURT ORDERS that Debtors shall immediately pay to the Monitor all sums which they are currently holding on account of membership dues and shall hereinafter deliver to the Monitor all sums which they receive pending the return of the Application on account of membership dues.

14. THIS COURT ORDERS that the Monitor shall open and maintain a separate trust account for the purpose of holding the membership dues received in accordance with paragraph 13 hereof.

GENERAL

15. THIS COURT ORDERS that the Monitor may from time to time apply to this Court for advice and directions in the discharge of its powers ang.,,d ties hereu der. --

:·~; /. :r :·'J r-,.tc:,~rrc1\\\ .. _.':•. t·-')f -1.(J t·~:1'~'~ _.11 -~

1 44

HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondents Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

INTERIM ORDER (Appointing Monitor and Granting Adjournment)

VICTOR L. VANDERGUST PROFESSIONAL CORPORATION Barrister & Solicitor 11 Hurontario Street P.O. Box 39. Stn. Main Collingwood, Ontario, L9Y 324

Email: [email protected] Tel: (705) 445-4544 Fax: (705) 445-4160

Lawyer for the Applicant 45

Appendix “C”

~ .,

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

THE HONOURABLE #fr# THURSDAY, THE 18TH DAY

JUSTICE /J£J.(..t,/ OF JUNE 2015

>!<.~.,.et'>· -ftl·•1•i ~- ~~ .,·. ,, -~~- ~ ,r/4.~ _ij;i;·.f.,i~~~~F SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY .jf.: ; 'rt

Applicant

- and -

HARNDEN ENTERPRISES INCORPORA TED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

ORDER

THIS MOTION, made by the Rosen Goldberg Inc., in its capacity as receiver and

construction lien trustee (coll ectively, the "Receiver") of Harnden Enterprises Incorporated and

Southwinds Enterprises Limited, was heard this day at the Kingston Courthouse at 5 Court Street in

Kingston, Ontario. 47

-2-

ON READING the Notice of Motion and the Receiver's First Report dated June 12, 2015

(the "First Report"), filed, and on hearing submissions from counsel for the Receiver, no one

appearing for any other person on the service list, although properly served,

1. THIS COURT ORDERS that the time for service of the Notice of Motion and

Motion Record is hereby abridged and the service thereof is hereby validated so that this motion

is properly returnable today and all further service thereof is hereby dispensed with.

2. THIS COURT ORDERS that the First Report and the activities and proposed

activities of the Receiver described therein, including the sales process proposed by the Receiver, be and are hereby approved.

3. THIS COURT ORDERS that the appraisals of S. Rayner & Associates Ltd. filed

as confidential Appendices to the First Report be and are hereby sealed pending completion of a sale transaction or further Order of the Court.

...

ENTERED /\T KINGSTON LINSCRIT /, l

II✓ BOO!( 1 ✓ 0. 73-21 AU REGISTr:;E N0.73-21 48 HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondent Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

ORDER

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 104 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc.

TORONTO 41225-143 1049396v2 HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTEJ:U'Kl::iE::i l.NCVKJ:'VKJUJ!,LJ er a, CORPORATION 49 Applicant Respondents Court File No. CV-15-68-00

Qwvz_ t

·~?;ti~· ~ MOTION RECORD ,--nu~~~ ✓ ~rZ. ef~ J)ICKINSON WRIGHT LLP t ·(,~ Barristers & Solicitors z:;,¼t/~ . ~Ah.,_,,, ~~~ \'0~ \ ~ c,\\~:i<-~ 199 Bay Street ,,_., / .·2: h, l ,§'- 1:,.e\" Suite 2200, P.O. Box 447 ::n_t'·· ,I)#, 1/§.u()~ ,•• Toronto, Ontario, MSL l G4. /o ~v:,i<'•'" FAX: (416) 865-1398

M~!',Yf,~~~• DAVID PREGER (36870L) · !> .. , Email: [email protected] !.·"'.• ~ ~ 1/:1..:!' I',. t

Lawyers for the Receiver, Rosen Goldberg Inc.

TORONTO 41225-1431048754v1 50

Appendix “D”

IN THE MATTER OF THE RECEIVERSHIP OF

Harnden Enterprises Incorporated and Southwinds Enterprises Limited

Second Report of Rosen Goldberg Inc. 52

Court File No. CV-15-68-00

Harnden Enterprises Incorporated et al

Second Report of Rosen Goldberg Inc.

INDEX

TAB

Second Report of Rosen Goldberg Inc. 1

Index of Appendices

A. Receivership Order 2

B. Interim Order of Justice Minnema 3

C. Receiver's Interim Statement of Receipts and Disbursements 4

D. First Report of Rosen Goldberg Inc. ( without appendices) 5

E. Sale Process Approval Order 6

F. Offer from 1709927 Ontario Limited dated July 24, 2015 7

G. Email from Rosen Goldberg Inc. to Lou Vadala dated July 27, 2015 8

H. Email from Rosen Goldberg Inc. to Lou Vadala dated September 3, 2015 9

I. Offer from 1126497Ontario Inc. dated September 22, 2015 10

J. Email from Dickinson Wright to Lou Vadala dated September 30, 2015 11

K. Email from Lou Vadala dated October 11, 2015 12

L. Security Opinion-Dickinson Wright LLP 13

M. Parcel Registers 14

N. Personal Property Registration Enquiry Response Certificates 15

0. Certificate of Appointment-Bankruptcy 16 53

Confidential Appendix

1. Offer from Harbouredge Realty Administration Corporation 54

R SENG LDBE G C '( PCS F\:JC'.U

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

IN THE MATTER OF SECTJON 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED, AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 C. C.43, AS AMENDED, AND SECTJON 68 OF THE CONSTRUCTION LIEN ACT, R.S .. 1990, C. C.30, AS AMENDED

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

-and-

HARNDEN ENTERPRISES JNCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

SECOND REPORT OF ROSEN GOLDBERG INC.

November 16, 2015

I INTRODUCTION

1. By Order of the Honourable Mr. Justice McLean dated March 26, 2015, Rosen Goldberg Inc. was appointed as receiver and construction lien trustee (in such capacities, the "Receiver") of the assets, undertakings and properties of Harnden Enterprises Incorporated ("Harnden") and Southwinds Enterprises Limited ("Southwinds", and together with Harnden. collectively, the "Debtors") pursuant to section 243( 1) of the Bankruptcy and Insolvency Act, section 101 of the Courts of'Justice Act and section 68 of the Construction lien Act (the "Receivership Order"'). A 55

R S E G DBER

copy of the Receivership Order is attached as Appendix "A" to this First Report.

2. Prior to the Receivership Order, Rosen Goldberg Inc. was appointed as monitor (the "Monitor") of the business and financial affairs of the Respondents by Order of the Honourable Mr. Justice Minnema dated February 26, 2015, (the '·Interim Order"), pursuant to Section 243(1) of the Bankruptcy and insolvency A ct, Section 101 of the Courts of Justice Act and Section 68 of the Construction Lien Act.. A copy of the Interim Order is attached as Appendix "B" to this First Report.

II TERMS OF REFERENCE

3. In preparing this Second Report, the Receiver has relied upon information from third party sources ( collectively, the "Information"). Certain information contained in this First Report may refer to. or be based on, the Information. As the Information has been provided by other parties. or obtained from documents filed with the Court in this matter, the Receiver has relied on this Information, and to the extent possible reviewed the Information for reasonableness. However, the Receiver has not audited or otherwise attempted to verify the accuracy and completeness of the Information in a manner that would wholly or partially comply with Generally Accepted Assurance Standards pursuant to the CPA Canada Handbook and, accordingly, the Receiver expresses no opinion or other form of assurance in respect of the Information.

4. This Second Report is filed with this Honourable Court for the following purposes:

a) To report and seek approval of the Receiver's actions to date and of its proposed actions as hereinafter described: b) To recommend and seek approval of the agreement of purchase and sale of the property submitted by Harbouredge Realty Administration Corporation ("(HRAC"), and to obtain an approval and vesting orders in connection herewith. The offer from HRAC, an affiliated company of the Applicant is a credit bid.

2 56

R SEN G L DBE R

\' E C

Ill BACKGROUND

5. The assets subject to the Receivership Order, including excess land are located on approximately 300 acres in Kingston, Ontario and comprised of: r A golf facility, comprised of an 18 hole course known as Westbrook Golf Club and a 9 hole course referred to as the Kingston Par 3. The golf facility includes a 50 seat restaurant and patio and a small pro-shop; • A two-storey residential property, adjacent to the golf facility; and r A sports dome known as the Kingston 1000 Islands Sportsplex ("Sportsplex"). The Sports pl ex is approximately 100,000 square feet and is utilized as a driving range and a facility for other indoor sports.

6. The assets described above are hereinafter referred to collectively as the ··Properties".

7. The Receivership Order was obtained by Harbouredge Mortgage Investment Corporation ("Harbouredge") in connection with a loan which matured on July 31, 2014. The loan was not repaid and was not being serviced. Harbouredge holds a first mortgage over the Properties as security for the loan. It also holds PPSA-registered security over the Debtors' personal property pursuant to a general security agreement ("Harbouredge Indebtedness"). As of June 1, 2015. the amount owing under Harbouredge 's loan to the Debtors was approximately $9 million.

8. 1709927 Ontario Limited ("1709") holds a second mortgage secured by the Properties for the approximate amount of $976,000.

The Sportsplex

9. Construction of the Sportsplex is substantially complete but there is outstanding work, including finishing the second floor, finishing a small room on the first floor and exterior paving, lighting and landscaping.

3 57

R SEN OBER

10. Several construction liens were registered 111 September 2014. The lien claims total approximately $157,000.

IV RECEIVER'S ACTIVITIES

11. Since its first report, the Receiver has undertaken the following activities: Overseeing operations of the golf course and sports dome which encompassed dealing with all operating issues, including ,inter ct!ia, facility management, employee issues, event contracts and financial management; Regularly attending at sites; Preparing of budgets and cash flows relating to operations; Corresponding and communicating with stakeholders, including ongomg meetings, telephone calls and written communication; Dealing \Vith City of Kingston; Communications with creditors; Consulting with counsel as required; Implementing and undertaking sales process including, inter a/ia, placing advertisements, compiling available and relevant information, establishing and updating data room, ongoing and extensive communication with interested parties, site visits with interested parties and review of offers received. The results of the sale process are described below; Updating Case Website located at http://www.rosengoldberg.com/company files.php?company _id= 17; and Attending to all other correspondence, communications, and meetings.

V INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

12. The Receiver's interim statement of receipts and disbursements is attached as Appendix "C'' to this report.

4 58

R SEN L DBE R

VI SALES PROCESS

Implementation of Sales Process

13. The Receiver implemented the sales process which was described in its first report dated June 12. 2015 and approved by this Honourable Court. The first report and the Order of the Honourable Mr. Justice Belch are attached as Appendices "D" and "E", respectively. In implementing the sales process the Receiver did the following:

,- Compiled a list of interested parties; ,- Distributed a teaser to potentially interested parties: , Placed advertisements in the national editions of the National Post and The Globe and Mail on June 23. 2015 and June 25. 2015 respectively: • Placed advertisements in Kingston Whig Standard on June 23. 2015; r With the advice of its counsel. prepared an Offer to Purchase to be provided to potential purchasers. The Offer to Purchase was prepared on the basis of a single purchaser for the Properties, but the sales process did not preclude a party from making an offer for either the golf course or the dome asset ; ,-, Established a virtual data room with relevant information regarding the Properties; , Received 37 responses to various advertisements; , Provided 22 information packages or access to data room ; r Communicated and met with several prospective purchasers;and • Conducted nine tours of the Properties with prospective purchasers.

VII OUTCOME OF SALES PROCESS

14. As indicated in the Receiver's first report, prior to the implementation of the formal sales process, various parties had expressed interest in the Properties. During the sales process, the Receiver continued to have communications with these parties, including extensive discussions and

5 59

R S N L DBE R

meetings with one party which at times included representatives of Harbouredge. Ultimately, this party chose not to make a formal offer.

15. The Receiver received two offers that were substantially below the estimated value of the Properties. Therefore, those offers were ultimately not pursued.

Offers from 1709927 Ontario Limited and 1126497 Ontario Inc.

16. On July 24, 2015, an offer was received from 1709, the second ranking secured creditor in the amount of $10 million. The offer provided for no deposit and had a conditional period that expired on September 15, 2015. The July 24, 2015 oiler from 1709 is attached as Appendix "F" to the report. The Receiver advised counsel to 1709 that a deposit was required to consider the offer. We attach as Appendix "G" to the report, an email from the Receiver to counsel to 1709 in respect of the deposit. In continued discussion with representatives of 1709, we were advised that they wished that their second ranking secured debt stand as the deposit. Given that that the Receiver had no evidence that 1709 had the financial resources to complete a transaction, the Receiver advised that this was unacceptable. Consequently, the offer was not accepted.

17. The Receiver and its counsel, Dickinson Wright LLP ('"DW") continued to have a dialogue with representatives of 1709 and advised that the Receiver would accept an offer that provided for, inter alia, a deposit of $450,000, with a three week conditional period. Based on these discussions the Receiver's counsel prepared a revised form of offer on the terms discussed and forwarded the offer to 1709' s counsel, Mr. Lou Vadala, on August 31, 2015. Subsequent to sending the offer, the Receiver followed up with l 709's counsel, but did not receive an immediate response. Copies of email correspondence between the Receiver and Mr. Vadala are attached as Appendix "H" to this report.

18. On September 22, 2015, the Receiver received an offer on the terms previously agreed to from 1126497 Ontario Inc. ("112"), a company related to 1709. l 12's offer is attached as Appendix

6 60

R SEN LOBER Cy

"l" to this report There was no deposit included despite the fact that the terms of the offer called for a deposit of $450,000. The Receiver followed up but no deposit was paid. Consequently, the Receiver did not accept the offer and advised Mr. Vadala it would move forward with a credit bid from HarbourEdge.

19. On September 30, 2015, HRAC, an affiliate of Harbouredge, submitted a credit bid which was left open for fourteen days. DW wrote to Mr. Vadala and advised him of the offer from HRAC and that the Receiver was in a position to accept the offer prior to the expiration of this 14 day period. DW's correspondence is attached as Appendix "J".

20. On October 11,2015, the Receiver received correspondence from Mr. Vadala insisting that 112' s offer be accepted, notwithstanding that 112 did not provide a deposit as required. The correspondence from Mr. Vadala is attached as Appendix "K".

Dealings with Ken Harnden

21. The Receiver had ongoing communications with Mr. Ken Harnden, the shareholder of the Debtors and his counsel throughout the course of the receivership regarding the possibility that Mr. Harden would be submitting an offer to purchase the Properties or take an assignment of the Harbouredge security. The Receiver had numerous telephone calls, email communications and meetings with Mr. Harnden, his potential finance sources and his counsel. To elate, no offer has been presented.

HR.AC Credit Bid

22. On October 13. 2015, the Receiver accepted an offer to purchase the Properties from HRAC, an affiliate of Harboureclge. The agreement is unconditional. A copy of the HRAC agreement is attached as Confidential Appendix "l ", subject to a request that it be sealed pending completion of a sale transaction. as disclosure of the purchase price prior to closing may suppress realizations.

7 61

R SEN DB R C '"; R

--'·)'"' The HRAC offer is in substance a credit bid which, upon completion, will serve to partially reduce the HarboureEdge indebtedness. Harbouredge is owed in excess of $9.1 million. The purchase price payable under the agreement is payable in part in cash, to satisfy prior ranking claims, including statutory holdbacks under the Construction Lien Act, any trust claims owing in respect of unpaid source deductions . as well as costs of the receivership administration, and in part by written direction to the Receiver from Harbouredge. as shall be required to apply the balance of the purchase price, without physical circulation of funds, in partial reduction of the Harbouredge Indebtedness.

VIII SECURITY OPINION

24. As the sale transaction is a credit bid, and the consideration payable for the Properties will be satisfied through HRAC's assumption of the Harbouredge indebtedness, the Receiver obtained an opinion from its counsel, DW, on the validity and priority of the HarbourEdge security. Subject to the customary qualifications, DW has opined, inter alia,(a) Harbouredge's security is valid and enforceable against the Debtors in accordance with its terms; and (b) HarbourEdge has priority over the real properties of the Debtors, subject only to the extent ofany deficiency in the hold back required to be retained pursuant to the Construction Lien Act. The opinion of DW is attached as Appendix "L" to this report. The maximum holdback amount as calculated by Harbouredge amounts to $101,687.

r_), Attached hereto and marked as Appendix "M" are true copies of the Parcel Registers in respect of the four parcels of Real Property included in the Properties.

26. Attached hereto and marked as Appendix "N" are true copies of the Personal Property Security Registration System Enquiry Response Certificates in respect of the Debtors. Harbouredge is registered first in time as against all of the personal property of South winds. Harbouredge is also registered first in time against the personal property of Harnden, with the exception of registrations in favour of John Deere Credit Inc., and John Deere Financial Inc., in respect of

8 62

R SEN GOLDBE

specific equipment which is not included among the personal property subject to the Of1er to Purchase by HRAC.

IX BANKRUPTCY OF SOUTHWINDS ENTERPRISES LIMITED

27. On October 19, 2015, Southwinds Enterprises Limited filed an assignment in bankruptcy. Rosen Goldberg Inc. was named Trustee. We attach the Certificate of Appointment as Appendix "0" to this report.

IX RECOMMENDATION

28. On the basis of the foregoing. the Receiver respectfully requests that this Honourable Court grant the relief described in paragraph 4 above for the following reasons:

a) The Receiver undertook a comprehensive sales process in a manner consistent with the Sales Process Order and exposed the Properties to the market for a lengthy period of time; b) The offer which the Receiver has accepted represents the best offer available at this time; c) No information has subsequently come to the Receiver's attention which would indicate that a significantly (or any) better result could be achieved today; d) The Receiver has provided the other major stakeholders, being the second ranking secured creditor and the shareholder, a significant time and ample opportunity to arrange a transaction to acquire the Properties; e) Harbouredge, the ovenvhelmingly largest and senior ranking creditor of the Debtors. supports the proposed transaction; and f) The completion of the proposed transaction will significantly reduce the Harbouredge Indebtedness, and the interest accruing thereon. Additionally, the costs of the receivership administration will be terminated.

9 63

ROSEN GOLDBERG

,!'JS ~ CY R

All of which is respectfully submitted.

Dated at Toronto, Ontario, this 16th day of November 2015.

ROSEN GOLDBERG INC., SOLELY IN ITS CAPACITY AS COURT-APPOINTED RECEIVER OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED; NOT IN A PERSONAL OR CORPORATE CAPACITY

TORONTO 41225-1431097462v6 64

Appendix “E”

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY -3, AS AMENDED, AND SECTION 101 OF THE COURTS OF . 1990 C. C.43, AS AMENDED, AND SECTION 68 OF THE N ACT, R.S .. 1990, C. C.30, AS AMENDED

/flt. ) THURSDAY, THE 26TH ) JUSTICE /1) ,·r/rv G fh A ) DAY OF NOVEMBER, 2015

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

-and-

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

APPROVAL AND VESTING ORDER

THIS MOTION, made by Rosen Goldberg Inc., in its capacity as the Court-appointed Receiver and construction lien trustee (the "Receiver") of the assets, undertakings and properties of Harnden Enterprises Incorporated and Southwinds Enterprises Limited ( collectively, the "Debtors") for an order approving the sale transaction (the "Transaction") contemplated by an 66

Offer to Purchase (Credit Bid) (the "Sale Agreement") received by the Receiver from HarbourEdge Realty Administration Corporation (the "Purchaser") dated as of the 29th day of September, 2015 and appended as Confidential Appendix 1 to the Second Report of the Receiver dated November 16, 2015 (the "Second Report"), and vesting in the Purchaser the Debtors' right, title and interest in and to the assets described in the Sale Agreement (the "Purchased Assets"), was heard this day at the Kingston Courthouse, 5 Court Street in Kingston, Ontario.

ON READING the Second Report and on hearing the submissions of counsel for the D~ ~ Mr, Oot+-1JJ ~ M", /4,~., ~c.Jd..n&/5..-L- 11~ Receiver, no one appearing for any other person on the service list,\.although properly served as appears from the affidavits of service of Jennifer Samuels, filed:

1. THIS COURT ORDERS that the time for service of the Notice of Motion and Motion Record is hereby abridged, if necessary, and validated, such that this motion is properly returnable today and herby dispenses with further service thereof.

2. 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.

3. 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 of the Debtors' right, title and interest in and to the Purchased Assets described in the Sale Agreement and listed on Schedule B hereto 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 encumbrances or charges created by the Order of the Honourable Justice McLean dated March 26, 2015; (ii) all charges, security interests or claims evidenced by 67

3 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 Schedule D) and, for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets.

4. THIS COURT ORDERS that upon the registration in the Land Titles Division for the Land Registry Office of Frontenac (No. 13) of an Application for Vesting Order in the form prescribed by the Land Titles Act, the Land Registrar is hereby directed 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.

5. 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 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 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.

6. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver's Certificate, forthwith after delivery thereof.

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 Debtors and any

bankruptcy order issued pursuant to any such applications; and 68

( c) any assignment in bankruptcy made in respect 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 the Debtors and shall not be void or voidable by creditors of the Debtors, 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 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.

10. THIS COURT ORDER ihat the Offer to Purchase attached as Confidential Appendix 1 to

the Second Report be and is hereby sealed pending closing of the Transaction or further Order of ~ ~

this Court. ~ I/ V' j' . -r If ,j- (Dvt.T D~ue/LS -rJ.._;:J--fl..,_ <:;,'!-'c..o"'J Re r ~---,,,,,.__ ,:,( ~ ,,._cJj ;,;;r,e_s i"'" ft "f OJ e .I._ o-- di ",iTJi ~-s 8 1J,-- /!. e..c.,

Schedule A - Form of Receiver's Certificate

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

-and-

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

RECEIVER'S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice McLean of the Ontario Superior Court of Justice (the "Court") dated March 26, 2015, Rosen Goldberg Inc. was appointed as the receiver and construction lien trustee (the "Receiver") of the undertaking, property and assets of Harnden Enterprises Incorporated and Southwinds Enterprises Limited ( collectively, the "Debtors").

B. Pursuant to an Order of the Court dated November 26, 2015, the Court approved the agreement Offer to Purchase dated as of the 29th day of September, 2015 (the "Sale Agreement") between the Receiver and HarbourEdge Realty Administration Corporation (the "Purchaser") and provided for the vesting in the Purchaser of the Debtors' right, title and interest in and to 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 70

conditions to Closing as set out in sections 18, and 19 of 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.

C. 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 sections 18, and 19 of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ____on ______., 2015.

ROSEN GOLDBERG INC., in its capacity as Court-Appointed Receiver and Construction Lien Trustee of the assets, undertakings and properties of Harnden Enterprises Incorporated and Southwinds Enterprises Limited, and not in its personal or corporate capacity

Per: N rune: Brahm Rosen Title: President 71

Schedule B - Purchased Assets

PIN 36128-0128 (LT)

PT LT 5 CON 4 WESTERN ADDITION KINGSTON PT 2 13R19417; S/T FR782059; KINGSTON

Being all of PIN 36128-0128 (LT)

Land Titles Division for the Land Registry Office of Frontenac (No. 13)

PIN 36265-0030 (LT)

PT LT 4 CON 4 WESTERN ADDITION KINGSTON AS IN FR643223; KINGSTON

Being all of PIN 36265-0030 (LT)

Land Titles Division for the Land Registry Office of Frontenac (No. 13)

PIN 36265-0026 (LT)

PT LT 5-6 CON 4 WESTERN ADDITION KINGSTON AS IN FR603823 LYINGS OF GENGE RD EXCEPT FR134909 & RP 703; S/T FR108077, FR228153; KINGSTON

Being all of PIN 36265-0026 (LT)

Land Titles Division for the Land Registry Office of Frontenac (No. 13)

PIN 36265-0033 (LT)

PT LT 4 CON 4 WESTERN ADDITION KINGSTON PT 1, 13Rl3124; KINGSTON; SUBJECT TO AN EASEMENT IN GROSS OVER PT 2, 13R20411 IN FAVOUR OF HYDRO ONE NETWORKS INC. AS IN FC148565

Being all of PIN 36265-0033 (LT)

Land Titles Division for the Land Registry Office of Frontenac (No. 13) 72

PERSONAL PROPERTY OF HARNDEN ENTERPRISES INCORPORATED

Miscellaneous golf apparel, golf gear and golf playing equipment remaining in inventory on Closing.

Miscellaneous fertilizer, pesticide, office equipment, dining and restaurant equipment.

COURSE EQUIPMENT 1 set of Verticutter Heads 1 skid roofing tiles 1000 gal oil drums 3 Point Hitch Box Leveller 4 Wheeled car trailer Ball Washers Aluminum Soffet Facia Bender Champion 4000 Generator Cheap Chainsaw Cushman Pumptruck Automatic Cushman Top Dresser Cushman Turf Truckster Dump Cushman utility vehicle box EZ Go ST Sport II Power Cart Flotec Trash Pump Ford Fl00 1 Ton Truck Frontier Pull Behind Batwing cutter Greens Groomer Pull Behind brushes Husky 2 Gal compressor Irrigation Hoses with sprinklers Irrigation Hose Reel Portable Jacobsen Verticutter heads Lifetime Utility Trailer Lincoln Arc Welder MasterCraft Tool box with Assorted Tools New Windows Polesaw with 12ft extension (Gas) Prizelawn Fertilizer Spreader 73

Pull behind sprayer Ransoms Rotary Rough Mower Ryan GA30 Aerator Ryan sod cutter Smithco Spraystar 1600P Sprayer Smithco Superrake Bunker Trike Split V Truck Plow Stand up 30 Gal Compressor Stihl Backpack Blower (Magnum) S tihl Chainsaw Stihl Line Trimmer Therrien 3HP Debris Blower Tournamaster Sprayer W allenstien PTO Log Splitter 74

PERSONAL PROPERTY OF SOUTHWINDS ENTERPRISES LIMITED

Description Acer Desktop Computers Model ASPIRE 23-605 A vanti Competition Series Goal Nets A vanti Channel Series Goal Nets Ball Retriever Blue Ladder Cash Drawers Chairs Cleaning Supplies Club Car Golf Cart Model CA300 SN A5CUBB2ALEA507848 Coffee Machine Dandby Stand up Freezer Desks Fibrillator Fire Extinguisher First Aid Stretcher Givova Guards Givova Jackets Givova Socks Golf balls Golf Mats Golf Trays Harris Time Clock Model ACTIVM3 SN 8727 Hisense TV Model 1080P 55" Hot Dog Machine John Deere 2 Wheel Trailer - SN TC022BXHBT055267 Lobby Furniture - set of leather chairs and couches Locker- lxl ft Magnets set Manikans Microwave Mirror in lobby 75

Miscellaneous small tools Printers Refrigerator Samsung Laptop Model 915S Shag Bags Miscellaneous sporting gear Stands Support Equipment Tables Team Benches Terra Groomer Model D89192 TOA Amps Model DA-500F-HL TOA Crossover TOA Speakers Model SRS4S Vtec Cordless Phones Wittek Ball Machine 76

Schedule C - Claims to be deleted and expunged from title to Real Property

REGISTRATIONS TO BE DELETED FROM PIN 36128-0128 (LT)

1. Instrument No. FR782062 registered 2010/03/30 -Transfer from the Minister of Transportation (Ontario) in favour of Harnden Enterprises Incorporated

2. Instrument No. FC159224 registered 2013/05/24- Charge from Harnden Enterprises Incorporated, Kenneth Andrew Harnden, and Southwinds Enterprises Limited in favour of 1880452 Ontario Ltd.

3. Instrument No. FC162615 registered 2013/07/12-Application to Change Name from 1880452 Ontario Ltd. to 1709927 Ontario Limited

4. Instrument No. FC163715 registered 2013/07/26 - Charge from Harnden Enterprises Incorporated and Southwinds Enterprises Limited in favour of Harbouredge Mortgage Investment Corporation

5. Instrument No. FC163725 registered 2013/07/29 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

6. Instrument No. FCl 71429 registered 2013/11/26 - Notice from Harnden Enterprises Incorporated and Southwinds Enterprises Limited to Harbouredge Mortgage Investment Corporation

7. Instrument No. FCl 71431 registered 2013/11/26 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

8. Instrument No. FC196799 registered 2015/04/01 -Application to Register a Court Order

REGISTRATIONS TO BE DELETED FROM PIN 36265-0030(LT)

1. Instrument No. FCl 17133 registered 2011/07/12 -Transfer from CEC Fire Inc. in favour of Harnden Enterprises Incorporated

2. Instrument No. FC159224 registered 2013/05/24- Charge from Harnden Enterprises Incorporated, Kenneth Andrew Hamden, and Southwinds Enterprises Limited in favour of 1880452 Ontario Ltd.

3. Instrument No. FC162615 registered 2013/07/12 -Application to Change Name from 1880452 Ontario Ltd. to 1709927 Ontario Limited

4. Instrument No. FC163715 registered 2013/07/26 - Charge from Harnden Enterprises Incorporated and Southwinds Enterprises Limited in favour of Harbouredge Mortgage Investment Corporation 77

5. Instrument No. FC163725 registered 2013/07/29 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

6. Instrument No. FCl 71429 registered 2013/11/26- Notice from Hamden Enterprises Incorporated and Southwinds Enterprises Limited to Harbouredge Mortgage Investment Corporation

7. Instrument No. FCl 71431 registered 2013/11/26 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

8. Instrument No. FC199498 registered 2015/05/27 -Application to Register Court Order

REGISTRATIONS TO BE DELETED FROM PIN 36265-0026 (LT)

1. Instrument No. FR603823 registered 1993/09/17 -Transfer in favour of Hamden Enterprises Incorporated

2. Instrument No. FC159224 registered 2013/05/24- Charge from Hamden Enterprises Incorporated, Kenneth Andrew Hamden, and Southwinds Enterprises Limited in favour of 1880452 Ontario Ltd.

3. Instrument No. FC162615 registered 2013/07/12-Application to Change Name from 1880452 Ontario Ltd. to 1709927 Ontario Limited

4. Instrument No. FC163715 registered 2013/07/26- Charge from Hamden Enterprises Incorporated and Southwinds Enterprises Limited in favour of Harbouredge Mortgage Investment Corporation

5. Instrument No. FC163725 registered 2013/07/29 -Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

6. Instrument No. FCl 71429 registered 2013/11/26 - Notice from Hamden Enterprises Incorporated and Southwinds Enterprises Limited to Harbouredge Mortgage Investment Corporation

7. Instrument No. FCl 71431 registered 2013/11/26 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

8. Instrument No. FC199498 registered 2015/05/27 -Application to Register Court Order 78

REGISTRATIONS TO BE DELETED FROM PIN 36265-0033 (LT)

1. Instrument No. FR679308 registered 1998/05/29 - Transfer from Cecil Franklin Hamden in favour of Southwinds Enterprises Limited

2. Instrument No. FC159224 registered 2013/05/24- Charge from Hamden Enterprises Incorporated, Kenneth Andrew Hamden, and Southwinds Enterprises Limited in favour of 1880452 Ontario Ltd.

3. Instrument No. FC159228 registered 2013/05/24-Application from Morven Construction Ltd. in favour of 1880452 Ontario Ltd.

4. Instrument No. FC162615 registered 2013/07/12-Application to Change Name from 1880452 Ontario Ltd. to 1709927 Ontario Limited

5. Instrument No. FC163715 registered 2013/07/26- Charge from Harnden Enterprises Incorporated and Southwinds Enterprises Limited in favour of Harbouredge Mortgage Investment Corporation

6. Instrument No. FC163725 registered 2013/07/29 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

7. Instrument No. FCl 71429 registered 2013/11/26- Notice from Harnden Enterprises Incorporated and Southwinds Enterprises Limited to Harbouredge Mortgage Investment Corporation

8. Instrument No. FCl 71431 registered 2013/11/26 - Postponement from 1709927 Ontario Limited in favour of Harbouredge Mortgage Investment Corporation

9. Instrument No. FC186853 registered 2014/09/12 - Construction lien in favour of Alex McCoy Plumbing & Heating Ltd.

10. Instrument No. FC187265 registered 2014/09/19 - Construction lien in favour of Wylie Electric o/a 1425786 Ontario Inc.

11. Instrument No. FC189151 registered 2014/10/23 - Certificate of Action regarding Claim for Lien, Instrument No. FC 186853

12. Instrument No. FC192392 registered 2014/12/17 - Construction lien in favour of Mendes, Antonio carrying on business as Antonio Mendes Construction

13. Instrument No. FC194268 registered 2015/01/30- Certificate of Action regarding Claim for Lien, Instrument No. FC192392

14. Instrument No. FC196799 registered 2015/04/01 -Application to Register Court Order 79

Schedule D - Permitted Encumbrances, Easements and Restrictive Covenants related to the Real Property

(unaffected by the Vesting Order)

REGISTRATIONS TO BE PERMITTED ON PIN 36128-0128 (LT)

1. Instrument No. 13R19417 registered 2008/12/01 - Plan Reference

2. Instrument No. FR781605 registered 2010/03/04 - Plan Correction

3. Instrument No. FR782059 registered 2010/03/30-Transfer Easement from the Minister of Transportation (Ontario) in favour of Bell Canada

REGISTRATIONS TO BE PERMITTED ON PIN 36265-0030 (LT)

No registrations to be permitted on PIN 36265-0030 (LT)

REGISTRATIONS TO BE PERMITTED ON PIN 36265-0026 (LT)

1. Instrument No. FRI 08077 registered 1959/02/11 - Transfer Easement in favour of The Hydro-Electric Power Commission Of Ontario

2. Instrument No. 13R330 registered 1971/12/22- Plan Reference

3. Instrument No. FR228153 registered 1972/09/19 -Transfer Easement in favour of The Hydro-Electric Power Commission Of Ontario

REGISTRATIONS TO BE PERMITTED ON PIN 36265-0033 (LT)

1. Instrument No. 13Rl3124 registered 1996/02/09- Plan Reference

2. Instrument No. FR677830 registered 1998/03/25 - Site Plan Agreement in favour of The Corporation of the City of Kingston

3. Instrument No. 13R20411 registered 2012/05/22 - Plan Reference

4. Instrument No. FC148565 registered 2012/10/24 -Transfer Easement

5. Instrument No. FC158172 registered 2013/05/03 - Notice from The Corporation of the City of Kingston to Southwinds Enterprises Limited 80

6. Instrument No. FCl 78992 registered 2014/05/12 - Notice from The Corporation of the City of Kingston to Southwinds Enterprises Limited Amending the Site Plan Agreement HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al 81 , CORPORATION Applicant Respondent Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

APPROVAL AND VESTING ORDER

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc. 82

Appendix “F”

HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al 83 CORPORATION Applicant Respondents Court File No. CV-15-68-00

/_;- ,J l /\rj - "--e'. ( 4 U • ?,,, ,6/ l,P a-' - e,.. r ONTARIO ~~~ SUPERIOR COURT OF JUSTICE - hrr h d>-- - 7.3-v-r;:~X)I w 1 PROCEEDING COMMENCED AT Orc:f,,-.,, ./-a tw-. ~ ;vc. c- 'J ~co-o . KINGSTON { ? c::,(1/l".,._, r 7 - 81½1 ~ J tJ.-~-;~ / _r-/4 ~ a ~ ~ ~ rJ') J,-?-U,,,,/ ~ . 0 ..,,rt.e._ N 01 /\A.. ~ d,,...- l .J ~ f ;t, µ,,,,,,( · • MOTION RECORD r\ f { ~ ans 1nO) I 0/"~ J t!C:, \ a~ -a1n-a,.~1 ~0,~dunS .,l(i1 f- a1\'\sn. io ,~no ) . DICKINSON WRIGHT LLP fl_ \ ~ I.--: . a;nsn\ ~ ~ Y\~~ ~ ~ . ·1 £)\ f\

Lawyers for the Receiver, Rosen Goldberg Inc.

TORONTO 41225-143 1099249v1 84

Appendix “G”

Rosen Goldberg Inc., Court-appointed receiver of Hamden Enterprises Incorporated and Southwinds Enterprises Limited Interim Statement of Receipts and Disbursements For the period March 26. 2015 to August I 0, 2020 Harnden Southwinds Total Receipts Sale of Assets 3.400.000 5,100,000 8.500,000 Proceeds from operations 303,640 672.456 976.096 Receiver's borrowings 110,000 110,000 Insurance claim recoeverable 79.067 79,067 Collection of accounts receivable 25.117 25,117 Cash in bank 7.362 15,720 23,082 Rental income 2.000 9.492 11.492 Miscellaneous 2.623 2.343 4,966 Interest 4.411 4.411 Inter-estate transfers 182.000 (182.000) Total receipts 4.007.625 5,726,606 9.734,231 Disbursements Monitor's and Receiver's fees 108,000 205.000 313,000 Wages and wage burden 142.714 101,812 244.526 Legal fees 38,613 104,407 143,020 Sales taxes paid 31,379 103,433 134,812 Utilities 14,053 115,360 129,413 Repairs and maintenance 28,007 97.712 125,719 Equipment rental 87.315 11,630 98,945 Supplies 58,767 23,029 81,796 Insurance 33,146 36,573 69.719 Realty tax 10.187 47,229 57.416 Miscellaneous 6,564 6.010 12,574 Travel 5.192 3.540 8,732 Advertising 7.908 545 8.453 Appraisal fees 1.400 6.700 8,100 Bankruptcy costs 7.182 7.182 Telephone and internet 2,832 2.822 5,654 Software 4,319 4,319 Change of locks 1.445 1.445 Security 835 540 1.375 Total disbursements 578.357 877.843 1.456.200

Excess of receipts over disbursements 3.429,268 4,848.763 8.278,031

Payment to secured creditor 3.400,000 4.648,207 8,048,207 Trust claim (CRA) 27,748 42,210 69,958 3,427,748 4,690.417 8,118,165 Excess of receipts over disbursements 1,520 158,346 159,866

The statement of receipts and disbursemenst is prepared on a cash basis and does not include the obligations of the Receiver. 86

Appendix “H”

HarbcurEdge Mcrtgage Investment Corporation Harnden Enterprises October 31, 2015

Morven Constuctlon 04•Sep•13 Holdback 3,095.43 3,095.43 09-Dec-13 Release (3,095.43) (3,095.43)

3,095,43 {3,095.43) Sousa Ready Mix 04-Sep-13 Holdback 42,235.13 42,235.13 14•Nov-13 Holdbad: 12,726.54 12,726.54 17-Jan-14 Ho!dback 331.37 331.37 55,293.04 55,293.04 Jeff Byron Pumps & Water Treatment 04•Sep•l3 Holdback 791.00 791.00 17-Jan-14 Holdback 2,203.50 2,203.50

2,994.50 2,994.50 Alex McCoy 10-0ct-13 Holdback 160,16 160.16 06-Nov-13 Holdback 2,339.86 2,339.86 l

6,233.08 (5,215.08} 1,017.00 Wylie Electric 10-0ct-13 Holdback 1,095.10 1,095.10 05-Nov-13 Ho!dback 5,480.50 5,480.50 14-Nov-13 Holdback 15,345.40 15,345.40 17-Jan-14 Holdback 24,700.95 24,700.96 08-Aug-14 Release (46,622.96) (46,622.96) 46,522.96 (45,622.96) Work of Art Masonry Ltd 06-Nov-13 Ho!dback 633.93 533.93 17-Jan-14 Holdback 1,058.81 1,058.81

1,692.74 1,692.74 The Farley Group 06-Nov-13 Holdback 87,415.13 87,415.13 17-Jan-14 Release (87,415.13) (87,415.13) ___ .....

87,415,13 (87,415.13} BGM Metalworks 14-Nov-13 Holdback 305.45 305.45 88

HarbourEdge Mortgage Investment Corporation Hamden Enterprises October 31, 2015

305,45 305.45 Wray's Fire Protection 14-Nov-13 Holdback 1,130.00 1,130.00 l9·Dec•l3 Holdback 5,3ll,00 5,311.00 17-Jan-14 Holdback l,695.00 l,695.00 ll-Ju!-14 Release {8,136.00) (8,136.00)

8,136.00 (8,136.00} Antonio Mendes Constuction 14-Nov-13 Holdback 12,619.56 12,619.56 17-Jan-14 Holdback 5,736.16 5,736,16

18,355.72 18,355.72 Kingston Plate & Glass 14-Nov-13 Holdback 6,271.50 6,271.50

6,271.50 6,27LSO Action Flooring 17-Jan-14 Holdback 4,129.60 4,129.60

4,129.60 4,129.60 Conimerical Door Systems Ltd 17-Jan-14 Holdback 211.51 211.51

21L51 211.51 Grass Roots 17-Jan-14 Ho!dback 1,243.00 1,243.00

1,243.00 1,243.00 HMC Contracting Ltd. 17-Jan-14 Holdback 3,706.40 3,706.40

3,706.40 3,706.40 Otis 17•Jan-14 Holdback 3,205.13 3,205.13

3,205.13 3;205,13 Select Door & Frame 17-Jan-14 Holdback 3,260.93 3,260.93

3,260.93 3,260.93 World Wide Turff 17-Jan-14 Holdback 45,064.85 45,064.85 89

HarhourEdge Mortgage Investment Corporation Harnden Enterprises October 31, 2015

24•Jan•14 Release ('15,064.85} (115,064.85)

45,064.85 (45,064.85} TOTAL: 101,686.53 101,686.53 (268,188.27) 101,685.53 90

Appendix “I”

ROSEN GOLDBERG

March 25, 2019

Delivered by email and courier

City Of Kingston Director of Legal Services 216 Ontario Street Kingston. Ontario K7L 2Z3

Attention: l\ls. Susan Nicholson

Dear Ms. Nicholson:

Re: Harnden Enterprises Incorporated ("Harden")

We arc the court appointed receiver of Harden. We attach the Order appointing us for your reference. We understand that the City of Kingston ("City") is holding cash security in the approximate amount of $188,000. The funds held were paid to the City sometime in 2016 from proceeds of a letter of credit that was issued by the Bank of Montreal in favour of the City on behalf of Harden. We further understand that the funds represent a security required pursuant to a site plan agreement between the City and Harden. We arc advised that the current owner has been working with the City in respect of this site, is currently completing certain of the work for which the security was being held, and that an amended site plan agreement is being negotiated, which will likely result in a reduced amount of security requirement.

Based on the abow. it appears that the funds being held by the City will be returned in full or reduced upon finalization of the amended site plan agreement. We therefore are writing to the City to put it on notice that any funds available to he released should be paid to thr Receiver as these funds are property of Harden. We understand that Mr. Cecil Harden has advised the City that he has an entitlement to these funds as has the current owner. Please be advised that the Receiver will seek authorization and/ or direction from the Ontario Superior Court of Justice. on notice to Mr. Harnden and any other interested party prior to distribution of the funds.

Pleasr confirm to us that the funds will he forwarded to us when available.

Please contact the undersigned. if you wish to discuss this mailer further.

Yours very truly,

Rosen Goldberg Inc. Court-Appointed Receiver of Harnden Enterprises Incorporated et al.

Per: Brahm Rosen Enclosure

Rosen Goldberg Inc. Licensed Insolvency Trustee 5255 Yonge Street, Suite 804, Toronto, Ontario, M2N 6P4 T: (416'.· 224·4200 F: t416) 224-4330 www.rosengoldberg.com 92

Appendix “J”

Brahm Rosen

From: Reeson,Andrew Sent: July 6, 2020 8:38 AM To: Brahm Rosen Subject: RE: Harnden Enterprises Incorporated. et al

Sensitivity: Confidential

Brahm,

I can confirm that the City continues to hold $184,207.31 as security for site plan control agreement D 11-395- 2012.

Kind regards,

Associate Legal Counsel

City of Kingston 216 Ontario Street Kingston, ON K7L 223 P: 613.546.4291 ext. 1340 F: 613.546.6156 arccson (ct cit vofkin!!ston.ca

From: Brahm Rosen Sent: June 25, 2020 1:27 PM To: Reeson,Andrew Subject: Re: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

Yes. We plan to serve our report the beginning of week of July 6. Thanks Brahm

Brahm Rosen CPA ,CA, CIRP,LIT Rosen Goldberg Inc. Phone: 416 224 4210 Fax: 416 224 4330 Sent from my iPhone

On Jun 25, 2020, at 1:24 PM, Reeson,Andrew wrote:

Brahm,

1 94 Thanks for your email. I'm not aware of any changes (on our front) but that doesn't necessarily mean that there haven't been any. I'll make some enquiries and then touch bases with you early next week. Does that work for your timelines?

Kind regards,

Andrew Reeson Associate Legal Counsel

City of Kingston 216 Ontario Street Kingston, ON K7L 2Z3 P: 613.546.4291 ext. 1340 F: 613.546.6156 arccson@".citvofkingston.ca

From: Brahm Rosen Sent: June 25, 2020 12:59 PM To: Reeson,Andrew Subject: RE: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

Andrew

Hope this finds you well.

We are following up on the security held by the City of Kingston and the status of releasing same.

We will be reporting to the court on July 23, 2020 in respect of tis receivership and intend to provide a description and the status of this matter.

A prompt response would be appreciated.

Brahm BFiAHftfl ROSEN. CPA,C1\ CHP President

Drrect 416 224 4210 H,),;er, G.:ddber9 !·1,:. Marn: 416 224 4200 Licensed Insolvency Trustee Fax 416 224 4330 5255 Yonge Street. Suite 804 Toronto. Ontario M2N 6P:t

From: Reeson,Andrew [mailto:[email protected]] Sent: November 8, 2019 9:49 AM To: Brahm Rosen Subject: RE: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

2 95 Brahm,

The last technical review took place in March last year. The outstanding concerns identified appear to be related to landscaping, parking infrastructure, construction of light standards, and signage.

The Site Plan Agreement does provide a process for the owner to request a reduction of the financial security. It requires a written request and a submission of an engineer's certificate. The relevant paragraph of the Site Plan Agreement is reproduced below:

16) The City shall: a) If all required Works have been completed, upon receipt of the Engineer's certificate required by Clause 15 of this Agreement, release up to NINETY PER CENT (90%) of the financial security; b) Review and process a request for a reduction of the financial security, for up to SIXTY PERCENT (60%) of the total value of the required Works, upon completion of 60% of the required Works and the provision by the Owner, at the Owner's sole expense, of the following: i. a written Request for Security Reduction and the applicable fee; ii. an Engineer's certificate required by Clause 15 of this Agreement and percentage of the total value of the Works, facilities or matters under this Agreement that have been completed to date; and, iii. an itemized list, prepared, signed and stamped by a Professional Engineer, of Works remaining to be completed on the site and a cost estimate of those Works justifying that the amount of financial security remaining with the City is sufficient to cover the balance of the Works, facilities or matters required under this Agreement. c) Hold THIRTY PER CENT (30%) of the original securities until all required Works are completed. Upon receipt of an Engineer's certificate, required by Clause 15 of this Agreement, certifying that all the Works have been completed, a release of 30% of the securities will be considered. d) Hold TEN PERCENT (10%) of the total value of the financial security for a minimum period of one (1) year from the date of the reduction of the securities by 90% to ensure satisfactory maintenance and completion of the required Works, at which time the final 10% shall be released if all Works are deemed to be acceptable following inspection of the site by the City; e) At its sole discretion, release up to 100% of the financial security where the total value of financial security required under Clause 10 above is $10,000.00 or less, and the Engineer's certificate and a site inspection by the City confirm that all required Works have been completed;

Kind regards,

Reeson Associate Legal Counsel

3 96 City of Kingston 216 Ontario Street Kingston, ON K7L 223 P: 613.546.4291 ext. 1340 F: 613.546.6156 arceson 0 citvofkingston.ca

From: Brahm Rosen [mailto:[email protected]] Sent: November 7, 2019 12:32 PM To: Reeson,Andrew Subject: RE: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

Thanks you for your letter.

Please advise :

What works continues to be required to be completed; and Can a partial release of the funds be made.

Thank you

Brahm

Prosidcnt

Direct. Lt16 224 4210 Fiose:'·1 (toldbc:r9 ir1c, i-vlain: 416 224 4200 c.,censed Insolvency Trustee Fax: 416 224 4330 5255 Yonge Street. Suite 804 Toronto. Ontario rv12N 6P4

From: Reeson,Andrew [mailto:[email protected]] Sent: November 7, 2019 11:37 AM To: Brahm Rosen Subject: RE: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

Mr. Rosen,

Further to our telephone conversation this morning, please see attached correspondence.

Kind regards,

.\ndrew Rceson Associate Legal Counsel City of Kingston 216 Ontario Street

4 97 Kingston, ON K7L 2Z3 P: 613.546.4291 ext. 1340 F: 613.546.6156 arccson@citvolkin£stcrn.ca

From: Brahm Rosen [mailto:[email protected]] Sent: November 6, 2019 4:55 PM To: Reeson,Andrew Subject: Re: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

I received your vm message. Will call you tomorrow

Brahm

Brahm Rosen CPA ,CA, CIRP,LIT Rosen Goldberg Inc. Phone: 416 224 4210 Fax: 416 224 4330 Sent from my iPhone

On Oct 23, 2019, at 4:06 PM, Reeson,Andrew wrote:

Brahm,

I sent the request yesterday. I will follow up with them (and then update you) if I haven't heard back by noon tomorrow. Does that work?

Kind regards,

A Associate Legal Counsel

City of Kingston 216 Ontario Street Kingston, ON K7L 2Z3 P: 613.546.4291 ext. 1340 F: 613.546.6156 arccson (

From: Brahm Rosen [mailto:[email protected]] Sent: October 23, 2019 4:05 PM To: Reeson,Andrew Subject: Re: Harnden Enterprises Incorporated. et al Sensitivity: Confidential

Thanks. Any idea how long it will take to get a response.

Brahm

5 98 Brahm Rosen CPA ,CA, CIRP,LIT Rosen Goldberg Inc. Phone: 416 224 4210 Fax: 416 224 4330 Sent from my iPhone

On Oct 23, 2019, at 3:08 PM, Reeson,Andrew wrote:

Mr. Rosen,

Alan asked me to look into this for you. I've requested that our Planning department provide me with an update ( as you requested). I will let you know as soon as I receive one. In the meantime, don't hesitate to contact me if you have any questions or concerns.

Kind regards,

Associate Legal Counsel

City of Kingston 216 Ontario Street Kingston, ON K7L 2Z3 P: 613.546.4291 ext. 1340 F: 613.546.6156 arccson Cl cit vofkim!:s.ton.ca

This E-mail contains confidential information intended only for the individual or entity named in the message. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited. If this communication was received in error, or if you wish to stop receiving communications from the City of Kingston, please notify us by reply E-mail and delete the original message.

6 99

Appendix “K”

100

Court File No. CV-15-68-00

IN THE MATIER OF THE RECEIVERSHIP OF SOUTHWINDS ENTERPRISES LIMITED

AFFIDAVIT OF FEES

I, Brahm Rosen, Chartered Professional Accountant and Licensed Trustee in Bankruptcy, of the City of Toronto, Province of Ontario, make oath and say as follows:

I. . I am President of Rosen Goldberg Inc., the Receiver of the above mentioned estate, and as such have knowledge of the administration.

2. The total time charges of the Receiver relating to the administration of the estate amounted to $324,226.00, exclusive of HST, as of August 17th, 2020.

3. Attached as Exhibit "A" and "B" to this Affidavit are schedules of time spent with standard rates th of those employed by the Receiver for the period from October 24 , 2014 to August 17111, 2020 in its capacity as Receiver and a summary of services rendered, which describes in detail the services rendered by the Receiver in connection with the administration of the estate.

DATED at Toronto, Ontario this 18th day of August 2020.

SWORN before me at the City of Toronto, Province of Ontario, This 18th day of August 2020.

Steven Warren Howard Goldberg a Commissioner, etc., ProvlnceorOntarfo. for Rosen Goldberg Inc. Expires September a, 2020. 101

Exhibit "A'' Court File No. CV-15-68-00

IN THE MATTER OF THE RECIEVERSHIP OF SO UTHWINDS ENTERPRISES LIMITED

Summary of Total Time Charges For the Period of October 24, 2014 to August 17, 2020

B. Rosen 264.52 hrs at $ 467.77/hr $ 123,933.00 J. Ross 352.00 hrs at $ 275.00 /hr $ 96,800.00 B. Lieu 406.35 hrs at $ 230.00 /hr $ 93,461.00 J. Schincariol 2.40 hrs at $ 200.00 /hr $ 480.00 J. Li 34.30 hrs at $ 150.00 /hr $ 5,145.00 E. Bowles .30 hrs at $ 150.00 /hr $ 45.00 N. Mammoliti 9.80 hrs at $ 80.00 /hr $ 784.00 S. Mahjoub 7.70 hrs at $ 65.00 /hr $ 500.00 P. Ferreira 51.30 hrs at $ 60.00 /hr $ 3,078.00

Total time charges 1,128.67 $ 324.226.00

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Steven Warren Howard Goldberg, a Commissioner, etc., Province of Ontario. for Rosen Goldberg Inc. Expires September 6, 2020. 102 Steven Warren Howard Goldberg, a Commissioner, etc., Province of Ontario, This is Exhibit " .... referred t~ In the for Rosen Goldberg Inc. 8...: ...." Expires September 6, 2020, £) ~ Lll.hn /J. ,F/fJ . affidavit of .,t.;u-...{T.ll.r✓.,.... lhtl2~ ..... ~ ...... swom e,i.ore me at· ~.:/.a&,:?dC~-~ ...... Exhibit"B" Court File No. CV• I 5-68-00 this l.f. day of .~{.{~Z::...... '. .. 20.'l.'2.

• FOR THE PERIOD OF OCTOBER U, 2014 TO A11g11rt 17, 2020

Date Lnst Name Description Hours Fees 10/24/2014 Ross review uf tile und docs; appointment letter; engagement letter 1.75 481.25 10/29/2014 Rosen re appointment/ review information etc 1.00 450.00 10/30/2014 Rosen re uppointmcnt 0.67 301.50 rcvfow of muterinls in preparation for attendance in Kingston; discussions 10/30/2014 Ross with llrnhm re: appointment; calls with Ken Harnden and his counsel re: 3.25 893.75 aucndm1cc 10/31/2014 Rosen cmuils w VV nnd LD 0.25 112.50 11/04/2014 Rosen cm.ii ls and cull VV 0.20 90.00 11/19/2014 Rosen follow up w RO/ calls und emails w VY 0.33 148.50 01/09/2015 Rosen follow up 0.33 148.50 01/21/2015 Rosen mil w DP 0.16 72.00 01/29/2015 Rosen nllidnvit 0.20 90.00 01/30/2015 Rosen review nniduvit and other mntcriuls 1.10 495.00 01/31/2015 Rosen review mutcl'inl 1.00 450.00 02/10/2015 Rosen review npplicmion 1.00 450.00 02/16/2015 Rosen review anidavit 0.33 148.50 02/17/2015 Rosen review rest of rc~ord 0.50 225.00 02/18/2015 Rosen call\\· Ill' 0.50 225.00 02/19/2015 Rosen various cnmils/ court material 1.30 585.00 02/20/2015 Rosen re court 1.33 598.50 02/23/2015 Rosen emails 0.25 112.50 02/24/2015 Rosen DP/ eonsem 0.50 225.00 02/25/2015 Rosen cmnils re court/ cull w DP/ consent 1.50 675.00 Review ,Iran Court Order und buck ground materials; discussion with Brahm 2/26/2015 Lieu 0.75 172.50 Rosen. 02/26/2015 Rosen cull w DOI discuss w BE/ review order/ monitor program 2.00 900.00

Rc,·icw court order; prepare monitoring plan; cull to Ken Harden; emails to 2/27/2015 Lieu Ken and Anita Harden regarding information request; coordinating site visit 2.50 575.00 to Kingst1m; review background ond company infonnotion.

02/27/2015 Rosen discussions w be/ re,•iew strategy/ rec list/ discuss w DP/ emails to Manis 2.00 900.00

02/28/2015 Rosen r~ attendanc:c 0.20 90.00

Meeting in Kingston with Ken and Anita Harden; meeting with Paula Noel 3/2/2015 Lieu (bookkeeper); site visit regarding operations of Sportsplex; exterior visit 9.50 2,185.00 regarding house on 3600 Genge Road and golf course.

03/02/2015 Rosen update from Be 0.40 180.00

Review

03/03/2015 Rosen re motion/ cmuils lo/ from DP/ emails to De 0.60 270.00

1 of 23 103

Date Last Name Description Hours Fees

Reviewing daily receipts and disbursements: re\'iewing historical revenue and deposit information for the sportsplex operations: prepare agenda for 03/04/2015 Lieu 2.50 575,00 next meeting: emails with Anita. Ken. Paula and Howard Manis regarding same: dealing with travel arrangements: further emails with Paula Noel.

03/04/2015 Rosen discuss w Be/ call w DP/ various emails 0.60 270.00 Site \'isit to Kingston: toured the golf facilities: \'arious meetings with Ken, Anita. Paula and general manager and program directors: review daily 03/05/2015 Lieu 10.00 2.300.00 receipts and disbursements: email to Brahm Rosen: various emails with Anita and Paula. 03/05/2015 Rosen various emails w Be 0.60 270.00

Preparing report to Harbouredge: reviewing daily receipts and 03/06/2015 Lieu 3.50 805.00 disbursements: various emails: review insurance policy for golf course.

03/06/2015 Rosen follow up 0.33 148.50 03/08/2015 Rosen review memo 0.33 148.50

Review receipts and disbursements: run reports on Sportsplex operations: 03/09/2015 Lieu prepare schedule supporting report to Harbouredge: revisions to report; 2.50 575.00 email to Ken and Anita regarding outstanding items.

03/09/2015 Rosen review report 0.67 301.50 Email from Ken Harden: review PPSA for Harden Enterprises; update report 03/10/2015 Lieu 0.50 115.00 for additional information received. 03/10/2015 Rosen finalize report/discuss w Be 0.25 112.50 Reviewing financial information and documents: reviewing daily 03/11/2015 Lieu 1.50 345.00 transactions: emails regarding same. 03/11/2015 Rosen update from Be 0.10 45.00 Site \'isit regarding monitoring agreement: various meetings with 03/12/2015 Lieu 10.00 2,300.00 management and staff. 03/12/2015 Rosen update 0.10 45.00

03/13/2015 Lieu Re\'iewing daily receipts: emails from Ken. Anita and Paula: finalize memo. 1.00 230.00

03/13/2015 Rosen be re memo 0.30 135.00 03/16/2015 Rosen follow up on banking etc 0.25 112.50 03/17/2015 Rosen emails to/ from Be: discuss report w DP 0.25 112.50 03/18/2015 Rosen material 0.33 148.50 Preparing updated schedules for Court Report: drafting report: reviewing 03/19/2015 Lieu 3.50 805.00 receipts and disbursements: emails with Paula Noel. 03/19/2015 Rosen re\'iew responding affidavit/various emails/ discuss w Be 1.67 751.50 Drafting court report and various revisions: re\'iewing receipts and 03/20/2015 Lieu 2.50 575.00 disbursements and cash position. 03/20/2015 Rosen review report 1.20 540.00 Reviewing receipts and disbursements: reviewing deposit report: emails with 03/23/2015 Lieu Brahm Rosen: email to David Preger: emails to Paula Noel: revision to 1.75 402.50 report: various emails regarding report. 03/23/2015 Rosen review report 0.60 270.00 Call with Da\·id Preger to review changes to report: various calls to Paula 03/24/2015 Lieu Noel: finalize report: review financial information; review daily receipts and 2.75 632.50 disbursements: 03/24/2015 Mahjoub correspondence with be. scanned docs. filing 0.20 13.00 Call with Kenneth Harden: review deposit report: reviewing payroll and 03/25/2015 Lieu staffing: reviewing employee contracts; review activity on EZY Facility: 1.75 402.50 planning first steps. 03/25/2015 Rosen re court 0.33 148.50

2 of 23 104

Date Last Name Description Hours Fees Taking possession and changing locks, dealing with various operating 03/26/2015 Lieu matters including payroll and cash flow; various meetings with management; 9.00 2,070.00 calls with suppliers. 03/26/2015 Rosen attendance in court 5.00 2,250.00 Meetings with various management and employees; preparing cash flow; 03/27/2015 Lieu dealing with cash; various calls; meeting with Ken and Anita Harden: 10.00 2,300.00 dealing with payroll. discussion w Be re cash flow/ employees/ appraisals/ Receiver's statement: 03/27/2015 Rosen 2.60 1,170.00 review Order/ banking 03/29/2015 Rosen cash flow/ issues 1.00 450.00

Dealing with insurance: dealing with accounts receivables: dealing with 03/30/2015 Lieu banking and letter to BMO; dealing with Notice and Statement of the 7.50 1.725.00 Receiver: dealing with operating matters: dealing with cash flow and report.

03/30/2015 Rosen cash flow/ discuss w Be 1.00 450.00 03/31/2015 Lieu Travel expenses for March 2015. 0.00 Site visit dealing with 30 day cash flow and preliminary report to Harbouredge: compiling information for Notice and Statement of the 03/31/2015 Lieu 11.50 2,645.00 Receiver: dealing with banking; dealing with payroll; dealing with various matters to continue operations. creditors list spreadsheet, initial interview in ascend for both Southwinds and 03/31/2015 Mahjoub 3.50 227.50 harnden 03/31/2015 Rosen discuss w Be 1.00 450.00

Dealing with operating matters on site; meetings with employees: reviewing 04/01/2015 Lieu financial information-, reviewing creditor information; various emails and 11.00 2,530.00 calls from creditors and user groups.

04/01/2015 Mahjoub banking. info into ascend. postings 2.50 162.50 04/01/2015 Rosen memo/ cash flow/ discussion w Be/ call with Kingston wig 3.00 1,350.00

Revisions to Notice and Statement of the Receiver: compiling creditor's listing; finalizing Notice and Statement of the Receiver and supplementary mailing list for Harden and Southwinds; prepare letter and fax to BMO regarding funds in bank account; dealing with set up of new accounts: 04/02/2015 Lieu 6.50 1.495.00 dealing media and attendance of fire marshal; dealing with operating matters; reviewing financial information: dealing with listing of appraisers: dealing with updated cash flow for 90 days: dealing with security quote and emails with same: call with Jeff Poole regarding pricing for golf operations.

review receiver's report/ call from Corns/ discuss w Be/ emails to/ from 04/02/2015 Rosen 1.05 472.50 Robbie/ call from DTZ/

04/03/2015 Lieu Reviewing staff schedule: dealing with operating matters: various emails: 0.50 115.00

04/03/2015 Rosen review appraisals/ cash flow 1.00 450.00

04/05/2015 Lieu Various emails and calls with staff and dealing with operating matters. 0.50 115.00

04/05/2015 Rosen appraisal/ golf opening 0.55 247.50

Dealing with deposits: emails regarding meeting with Kingston Accommodation Partners: calls with suppliers regarding continuation of services: email to Westendorp regarding court order; email to Ken and Anita 04/06/2015 Lieu 2.50 575.00 Harden regarding access: emails from engineer regarding septic issue: review and revisions to scheduling for Sportsplex: call and email with Golf and Turf and John Deere.

04/06/2015 Rosen be/ banking/ cash flow 0.67 301.50

3 of 23 105

Date Last Name Description Hours Fees

Site visit to deal with operating matters; various meetings with Bricaza. 04/07/2015 Lieu 7.50 1,725.00 Kingston Clippers: dealing with golf operations and opening.

04/07/2015 Rosen attendance in Kingston, meeting Clippers 4.67 2. 101.50

Dealing with operating matters and various internal meetings: meeting with 04/08/2015 Lieu I0.00 2,300.00 Matt Linton of the KSSC league: meeting with Doug Cross.

04/08/2015 Mahjoub correct banking in ascend prepare payroll cheques arrange for courier 1.50 97.50

04/08/2015 Rosen ongoing matters/ interested parties/Lloyd Barr 2.10 945.00 Various meetings on site; meeting with Murray Matheson regarding Kingston I 000 Island naming rights: dealing with memo and comments 04/09/2015 Lieu regarding 90 day cash flow: dealing with enquiry from KSSC; dealing with 10.50 2,415.00 hiring and opening for golf operations: dealing with appraisers: dealing with utilities. review cash flow and other information forwarded by Be: emails w Robbie 04/09/2015 Rosen Broad/ emails with possible interested parties/ call w possible interested 2.00 900.00 parties

Finalize liquor license transfer package: dealing with appraisal quotes; dealing with hiring for golf course and opening; reviewing weekly staff 04/10/2015 Lieu 4.80 I. 104.00 schedule and emails regarding same: dealing with water testing: call with Eric Maher of Maxi um Financial Services: review Maxium lease agreement.

04/10/2015 Rosen various operating issues/Union Gas/ AGCO matter 2.10 945.00 Preparing correspondences to Moneris: preparing correspondences to Union 04/12/2015 Lieu Gas and Hydro One: correspondences from suppliers: filing documents: 2.75 632.50 email to insurance.

Site visit: calls with health inspector: call with engineer: dealing with waste removal services: review golf deposits: call with Doug Cross: meeting with 04/13/2015 Lieu Bob Machin regarding summer programing: reviewing cash count sheets: 5.50 1,265.00 internal meeting with managers and dealing with wedding show. field rental rates and utilization: dealing with appraisal quotes.

04/13/2015 Rosen cash flow/ appraisal/ union gas/ creditor call 1.60 720.00

Meeting with Public Health Inspector, Leanne Addicott and discussion regarding septic system for the dome: meeting with Martin Burger regarding septic systems for both properties; meeting with Jeff Poole and reviewing 04/14/2015 Lieu 8.75 2,012.50 resumes for golf: meeting with Bob Machin and Marco Smits regarding programing: dealing with appraiser; finalize 90 day cash flow and memo: prepare KSSC proposal regarding beach volleyball.

memo and cash flow/ call with Greg Enright/ call w Helana John Deer/ 04/14/2015 Rosen 1.60 720.00 various emails

Various meetings on site and dealing with operations: email to Ken Harden regarding access to 3600 Genge; finalize meeting with appraiser: call with 04/15/2015 Lieu 8.00 1.840.00 KSSC regarding volleyball project: call to supplier: dealing with marketing and tournaments: dealing with opening restaurant.

04/15/2015 Rosen Borrowings/ speak to interested party 1.20 540.00

Review material fore-blast; dealing with receipts and disbursements: dealing with banking and receiver's borrowing: dealing with repairs and water issue 04/16/2015 Lieu at the golf course: dealing with quotes for fire code: dealing with suppliers: 4.00 920.00 dealing with liquor license: dealing with operating matters at the dome: reviewing staff scheduling for the dome: dealing with air conditioning lease.

04/16/2015 Rosen operating issues 1.10 495.00 04/17/2015 Li banking - posting deposits 0.50 75.00

4 of 23 106

Date Last Name Description Hours Fees

Review emails from Robin Quantick (Excalibur); various emails and calls with Moneris: dealing with security: dealing with insurance payments and 04/17/2015 Lieu forms; dealing with liquor license: finalize arrangements with air 3.75 862.50 conditioning units; review beer and liquor inventory: call with general manager regarding operations and tournaments.

04/17/2015 Rosen discuss issues w Be 0.50 225.00

04/18/2015 Lieu Various emails: review schedule for golf: dealing with dome cleaning quote. 0.75 172.50

Meeting on site with appraiser and tour of all properties; dealing with suppliers: meeting with Limestone league; dealing with receipts and 04/20/2015 Lieu 5.25 1,207.50 deposits: review accounts receivables: dealing with Moneris; dealing with operating matters: dealing with security company.

04/20/2015 Rosen operating issues 0.33 148.50 04/21/2015 Li banking - payroll cheques 0.50 75.00 04/21/2015 Li HARNDEN - banking - posting deposits. prepare cheques 1.00 150.00

Call with creditors; meeting with general manager regarding golf operations: reviewing operating results; meeting with Ken Harden: meeting with potential investor; meeting with Anita Harden; reviewing information 04/21/2015 Lieu 10.00 2.300.00 provided by Anita: meeting with potential hire: email to Brahm Rosen regarding operations update; meeting with dome manager and programs manager regarding summer rates and dome operations.

04/21/2015 Rosen update from Be/ emails from Howard etc 0.50 225.00 04/22/2015 Li banking - issue cheques and post deposits 0.50 75.00 04/22/2015 Li banking - deposits posting 0.30 45.00

Dealing with receipts and disbursements; review payroll: dealing with operating matters: review proof of claim from CRA: dealing with BMO and review letter of credit documentation: review marketing materials: dealing 04/22/2015 Lieu with AGCO: prepare summary sheet for tournaments; dealing with NSF 4.30 989.00 cheque: calls to creditors: reviewing information for sales process: call to BMO bank manager regarding funds on hold: review email from Moneris: discussion with bookkeeper regarding pre-filing HST.

04/22/2015 Rosen operating issues 1.33 598.50 04/23/2015 Li banking - issue cheques 0.20 30.00

Dealing with HST for pre-receivership: dealing with repairs to reels and golf equipment including various calls to service manager and general manager: reviewing dome schedule; dealing with receivables: dealing with 04/23/2015 Lieu 5.50 1.265.00 disbursements for software; various calls; dealing with marketing for tournaments; summarize travel expenses: call and discussion with CRA regarding claim filed.

04/23/2015 Rosen cash flow/ call from interested party 1.20 540.00 04/24/2015 Li banking - receipts 0.20 30.00

Dealing with John Deere contract: reviewing bank transactions and reconciling; approving disbursements: reviewing tournament bookings to 04/24/2015 Lieu 6.00 1,380.00 date: prepare updated memo regarding operations: email to appraiser: various emails with suppliers: dealing with online data room set up.

04/24/2015 Rosen operating issues 1.00 450.00 04/26/2015 Rosen update memo 0.25 112.50 04/27/2015 Li banking - posting receipts. prepare payments 0.50 75.00

5 of 23 107

Date Last Name Description Hours Fees

Meeting on site with general manager to discuss equipment maintenance schedule. greens maintenance schedule: tour site with greens manager and discussion regarding operating matters: dealing with rent amount for 3600 04/27/2015 Lieu 6.00 1.380.00 Genge: discussion regarding hiring for maintenance crew: dealing with operating matters: meeting with dome manager and dealing with transition and duties: discussion regarding meetings with leagues.

04/27/2015 Rosen call w/ interested party 0.40 180.00 Site visit: meeting with new maintenance staff and detail discussion regarding experience and pesticide usage: meeting with Chris Eveleigh 04/28/2015 Lieu regarding bookings for summer and fall, office space: dealing with front 5.75 1.322.50 office space: reviewing various operating results with bookkeeper: dealing with suppliers. 04/28/2015 Rosen report 0.50 225.00

Discussion with Brahm Rosen regarding various operating matters: finalize updated memo to Harbouredge: prepare interim statement of receipts and disbursements: review general ledger postings: reviewing site plans: follow 04/29/2015 Lieu 4.25 977.50 up with appraiser: email to Ken Harden and Ho.ward Manis regarding rent for 3600 Genge: review monthly costs regarding same: send agreement for fire safety work: dealing with BMO regarding funds held.

04/29/2015 Rosen finalize reported 1.00 450.00 04/30/2015 Lieu Dealing with operating matters: various emails and calls. 0.75 172.50 04/30/2015 Rosen call w Tana Gordanier 0.25 112.50

Call to appraiser: reviewing dome equipment maintenance quote: discussion with counsel regarding Four Courts Limited security interest: dealing with 05/01/2015 Lieu 3.00 690.00 rent payment from Ken Harden: dealing with operating matters: preparing detailed time log: following up with BMO: dealing with disbursements.

05/01/2015 Rosen discuss w BL 0.25 112.50 05/04/2015 Li banking - disbursements posting and issuing cheques 0.50 75.00

Dealing with receipts and disbursements: dealing with various operating matters: various calls from creditors: review scheduling for golf operations: 05/04/2015 Lieu 4.00 920.00 follow up with appraisers and dealing with information regarding for appraisal: reviewing HST filings.

05/05/2015 Li banking - posting receipts, and adjustments, prepare disbursements etc. 1.50 225.00

05/05/2015 Li banking - disbursements and posting adjustments for Harden 0.50 75.00

Dealing with operating matters: reviewing payroll: call with Farley Group regarding air conditioners: reconciling receipts and disbursements; dealing 05/05/2015 Lieu with Maxium Financial: dealing with water testing: gathering pictures for 4.75 1.092.50 marketing: review documents for marketing: reviewing pricing strategy for golf operations: compiling list of dome operators.

05/06/2015 Li banking - receipts postings 0.30 45.00

Draft marketing memorandum: discussion with real estate agent regarding proposal: reviewing scheduling: various emails: calls with creditors: 05/06/2015 Lieu 4.50 1.035.00 disbursements: dealing with deposits: reviewing costs of construction: dealing with maintenance: email from Ken Harden.

05/06/2015 Rosen operating issues w Joel 1.00 450.00 05/07/2015 Li banking - disbursements 0.15 22.50 Site visit to deal with operating matters: meetings with staff: meetings with 05/07/2015 Lieu 5.75 1.322.50 leagues: finalize marketing memo. 05/07/2015 Rosen re realization/ call from interested party 0.90 405.00

6 of 23 108

Date Last Name Description Hours Fees Site visit to deal with operating matters: dealing with golf operations and 05/08/2015 Lieu 6.25 1.437.50 meeting with staff: reviewing disbursements. 05/08/2015 Rosen various calls 0.40 180.00. 05/10/2015 Lieu Reviewing scheduling and operating matters. 0.50 115.00

Dealing with operating matters: review budget information: reconcile 05/11/2015 Lieu receipts: approving disbursements: various emails: prepare updated interim 5.25 1,207.50 statement of receipts and disbursements: prepare updated memorandum.

05/11/2015 Rosen discuss various issues w Be 0.40 180.00

05/12/2015 Li banking - posting receipts. petty cash transactions. issuing cheques. 1.00 150.00

05/12/2015 Li banking - postings 0.50 75.00 Dealing with receipts and disbursements. operating matters: review payroll 05/12/2015 Lieu 2.50 575.00 source deductions.

Review and discussion regarding marketing for Victoria Day specials: calls 05/13/2015 Lieu 1.25 287.50 and emails with appraiser: dealing with operating matters.

banking - posting. reconciling items. bank recs for both Southwinds and 05/14/2015 Li 0.75 112.50 Harden. Site visit to deal with operating matters: various meetings on site: dealing 05/14/2015 Lieu 9.00 2.070.00 with receipts and disbursements. 05/15/2015 Rosen update reports/ call from second mortgagee 1.00 450.00 05/19/2015 Li banking - payroll chqs 1.00 150.00 05/19/2015 Lieu Dealing with operating matters for golf operations. 1.00 230.00 05/19/2015 Rosen memos/ appraisals 1.00 450.00 Dealing with operating matters: reviewing appraisal reports: reviewing 05/20/2015 Lieu report from engineer regarding septic: dealing with receipts and 4.50 1.035.00 disbursements. 05/20/2015 Rosen appraisal/ email w and call with Ryan/ LO 0.50 225.00 05/21/2015 Li banking - issue cheques and posting receipts etc. 1.00 150.00

Dealing with operating matters including discussion with bookkeeper and review of inconsistencies in financial information and plan to reconcile and correct: dealing with information package and construction invoices: reviewing inconsistencies in cash register reports and reviewing/reconciling 05/21/2015 Lieu other schedules ie membership listing and green fees passes tracking: update 8.50 1.955.00 meeting regarding tournaments: dealing with a second quote re septic as it appears the bed starting leaking: meeting with a sports club regarding booking/pricing and status of receivership: general meeting re sportsplex operations: meet with GM regarding operations

05/21/2015 Rosen call w LO/ interim reports 1.00 450.00 Dealing with operating matters on site: dealing with employee matters and 05/22/2015 Lieu payroll: review of daily cash reports: meeting with program director 3.50 805.00 regarding summer programming. 05/22/2015 Rosen call w interested party 0.25 112.50 Preparing information package: compiling documents for data room: preparing listing of assets and schedules: preparing confidentiality 05/25/2015 Lieu 8.75 2,012.50 agreement: preparing marketing material: reviewing disbursements: dealing with operating matters.

05/25/2015 Rosen inform package/ data room/ discuss w Be/ call with second mortgagee 0.50 225.00

05/26/2015 Li banking - disbursements 0.30 45.00 05/26/2015 Rosen inform package/ emails w Ryan 0.70 315.00 05/26/2015 Ross Information Package 2.25 618.75

7 of 23 109

Date Last Name Description Hours Fees

Preparing information package and marketing package: reviewing financial statements: emails with Stuart Galloway: review prior year contract for 05/27/2015 Lieu meeting;"dealing with operating matters: dealing with various emails: email 5.25 1.207.50 with Robbie Broad regarding statement and construction invoices: reviewing disbursements.

05/27/2015 Rosen inform package/ discuss issues w Be 0.60 270.00 05/28/2015 Li banking - disbursements 0.20 30.00

Meeting with Stuart Galloway regarding home show for 2016 and outstanding invoices: review membership listing: meeting with GM 05/28/2015 Lieu regarding sales reports and tournaments: meeting with Bob and Marco 6.25 l.437.50 regarding fall operations: dealing with security: dealing with operating matters: taking pictures for marketing purposes.

05/28/2015 Rosen operating issues/SRO 0.40 180.00 05/29/2015 Li banking - disbursement 0.10 15.00

Dealing with receipts and disbursements: review Moneris deposits: dealing with various operating matters: discussion with Bob Machin regarding rental 05/29/2015 Lieu 4.00 920.00 contract: dealing with receivables: dealing with quotes for equipment repairs: various emails: update firmex site for additional information.

06/01/2015 Li banking - receipts and disbursements postings 1.00 150.00 Preparing information package: detail review of Offer to Purchase: dealing 06/01/2015 Lieu with disbursements: update cash position: review Moneris clearing; dealing 6.25 1.437.50 with operating matters. 06/01/2015 Rosen sales process 1.00 450.00 06/02/2015 Li banking - disbursement 0.20 30.00

Dealing with receipts and disbursements: first draft of home show agreement: dealing with operating matters: emails with Ken Harnden: call 06/02/2015 Lieu 4.25 977.50 with Maxium: dealing with carts for tournament: review bank transactions: discussion with potential purchaser.

06/02/2015 Rosen discussion w Be/ report 1.00 450.00 06/03/2015 Li banking - disbursement 0.30 45.00

Draft contract for home show: approve payroll disbursements: dealing with Relay for Life event; dealing with operating matters: scanning pictures for 06/03/2015 Lieu 4.75 1.092.50 information package: call with potential purchaser: emails with Farley Group: dealing with cart rental for tournaments: call with CRA.

06/03/2015 Rosen report/ Home show contract/ op issues 1.20 540.00 06/04/2015 Li banking - disbursements chqs and receipt postings 1.00 150.00

Emails and calls from creditors: dealing with suppliers: communication with 06/04/2015 Lieu 2.75 632.50 prospective purchasers: dealing with operating matters.

06/04/2015 Rosen call w Ryan/ discuss w Be/ sale process 2.00 900.00

Meeting with Bob Machin regarding Relay for Life event: meeting with Brain Wolfram and Linda from Camden Braes Golf Club for site tour and 06/05/2015 Lieu discussion regarding receivership process: meeting with general manager 7.50 l.725.00 regarding golf operations: toured greens and discussion regarding revised maintenance plan.

06/06/2015 Lieu Meeting with Bob Machin and event organizer: site visit and tour of event. 4.00 920.00

06/07/2015 Rosen advertisement re tender 0.20 90.00 06/08/2015 Li banking - disbursements 0.50 75.00

8 of 23 110

Date Last Name Description Hours Fees

Approve disbursements; review banking information; review financial information regarding event; discussion with Joel Ross regarding sales process; draft timeline for sales process; compile listing of interested parties; 06/08/2015 Lieu discussion with Club Car regarding equipment to be delivered and email to 6.50 1.495.00 same; emails with GM regarding tournament; prepare draft plan for advertisements; communications with potential purchasers; changes to information package; review email from Stuart Galloway.

06/08/2015 Rosen review ads/ review terms of sale 0.60 270.00 Meeting on site with potential buyer (Ballsports Inc.); operations meeting 06/09/2015 Lieu 10.00 2.300.00 with managers and bookkeeper. 06/09/2015 Rosen sale process/ call from Doug Cross/ discuss w DP 0.67 301.50 06/09/2015 Ross various discussions with Be 0.75 206.25 06/10/2015 Li banking - receipts posting and disbursements 1.00 150.00

06/10/2015 Lieu Dealing with operating matters; various emails; dealing with vendors. 1.50 345.00

06/10/2015 Rosen call w Ryan Kiss/ emails w HM/discuss wBe 1.33 598.50 06/11/2015 Li banking - bank rec. 0.50 75.00 06/11/2015 Li banking - reallocate disbursements 0.30 45.00 06/11/2015 Rosen sale process/operation matters/report 1.30 585.00 06/11/2015 Ross review report 1.00 275.00 06/12/2015 Li payroll remittance cheques 0.30 45.00

Revisions to First Report; email to Anita Harnden; dealing with creditors; preparing index and information for First Report; reviewing source 06/12/2015 Lieu deductions schedules; prepare letters to CRA: approve disbursements: 4.75 1.092.50 finalize First Report and appendices; dealing with operating matters and budget; review pre-receivership T4s.

06/12/2015 Rosen review report 0.50 225.00 06/15/2015 Rosen sale matters 1.16 522.00 06/16/2015 Li banking - receipt and disbursement postings 0.75 I 12.50 06/16/2015 Rosen re sales process/ discuss w Be 0.40 180.00 06/17/2015 Li banking - disbursements and receipts postings 1.00 150.00 Site visit with Joel Ross: various meetings with managers: dealing with 06/17/2015 Lieu 6.25 1.437.50 various issues.

attendance at debtor premises; meeting with golf course and sports dome 06/17/2015 Ross 3.50 962.50 management; discussions with Be re: file go-forward

06/18/2015 Li banking - receipts and disbursements 0.75 112.50 06/18/2015 Li banking - adj postings. bank rec. 0.75 112.50 Dealing with disbursements: reviewing cash flow; reviewing actual numbers 06/18/2015 Lieu for operations to date; dealing with operating matters; various emails; call 2.25 517.50 with Hydro One. Dealing with advertisements; reviewing and commenting on cash flow 06/19/2015 Lieu budgets: reviewing inventory count discrepancies: dealing with deposits: 3.25 747.50 reviewing sales reports. 06/22/2015 Li banking - disbursements 0.30 45.00

Dealing with operating matters; conference call with Paula Noel and Joel 06/22/2015 Lieu 3.50 805.00 Ross; dealing with sales process; dealing with transition; various emails.

06/22/2015 Rosen needing w JR and BU emails from Ryan 1.00 450.00 06/23/2015 Lieu Site visit to deal with operating matters. 6.25 1.437.50 06/23/2015 Rosen cash flow/ discussion w Be and Joel 0.55 247.50

9 of 23 111

Date Last Name Description Hours Fees attendance at golf course and dome: dealing with staffing issues including promotion of various staff. dealing with GM's resignation. conversations 06/23/2015 Ross 4.75 1.306.25 with Paula re: go-forward operations: discussions with Bob re: dome operations. power outage

Dealing with advertisements: dealing with operating matters including 06/24/2015 Lieu scheduling. tournaments and dealing with vendors: updating receipts and 3.25 747.50 disbursements: reviewing banking: reviewing disbursements: various emails.

06/24/2015 Rosen sales process/Ryan I.IO 495.00

discussions with Paula and Tyler re: upcoming tournament and logistics: 06/24/2015 Ross discussions with Stuart re: new hires: receipts/disbursement review: various 2.75 756.25 operations discussions with Be

06/25/2015 Li banking - receipts and issuing cheques etc. 0.45 67.50

Dealing with operating matters: various discussions and conference call 06/25/2015 Lieu regarding tournament: meetings with Joel Ross regarding transition: dealing 2.00 460.00 with cash flow: approving disbursements.

06/25/2015 Rosen op matters sale process 1.00 450.00 review and finalization of information package: dealing with various 06/25/2015 Ross interested parties re: newspaper ads: dealing with various operational issues 2.75 756.25 including cistern. tractor issues, etc. 06/26/2015 Li banking - disbursements 0.50 75.00

06/26/2015 Lieu Dealing with operating matters: various emails: dealing with repairs. 1.25 287.50

06/26/2015 Rosen call re information/ review package/ OTP 0.60 270.00 06/26/2015 Ross interested parties 1.50 412.50

Dealing with sales process: reviewing receipts and disbursements: dealing 06/29/2015 Lieu 2.75 632.50 with HST: call with Paula Noel: accounting.

06/29/2015 Rosen sale process/ Ryan/home show 0.67 301.50

discussions with Stewart re: turf operations and employees: discussions with 06/29/2015 Ross Paula re: operations: dealing with various staffing and tournament issues: 2.50 687.50 dealing with various interested parties re: information package

06/30/2015 Li banking - receipts, cheques etc. 1.00 150.00

HST filings: dealing with transitional matters and meeting with Joel Ross: 06/30/2015 Lieu approve payroll: various operational matters: banking: finalize Home Show 3.50 805.00 contract and email to Stuart Galloway: various emails.

06/30/2015 Ross discussions: handover: interested parties 2.25 618.75 07/01/2015 Rosen DP re OTP 0.16 72.00 07/01/2015 Ross finalization of information package 1.25 343.75 07/02/2015 Li banking - receipts 0.20 30.00 07/02/2015 Rosen review info/ call w JR 0.60 270.00 07/02/2015 Ross various operational matters with Paula: review of file 2.25 618.75 07/03/2015 Rosen call w Ryan/ discuss w JR 0.25 112.50 07/06/2015 Rosen meeting w Ryan Kiss/ review cash flow 1.30 585.00

tour of premises and discussions with interested party (Ken Harnden's 07/06/2015 Ross 4.75 1.306.25 group): discussions with Paula re: new cooks. scheduling. other issues

07/07/2015 Rosen email Tom Jones/ cash flow 0.50 225.00 receipts/deposits June 24-present: dealing with various suppliers: follow up 07/07/2015 Ross 1.25 343.75 with various interested parties

10 of 23 112

Date Last Name Description Hours Fees

07/08/2015 Rosen call w Interested party 0.67 301.50 07/09/2015 Rosen mais/ Kiss/ sale process/ cash flow 0.70 315.00 07/09/2015 Ross operations 1.25 343.75 07/10/2015 Rosen review cash flows 0.67 301.50 07/13/2015 Li banking - PR chqs 0.30 45.00 07/13/2015 Rosen email Robbie Broad 0.05 22.50

discussions with Bob Manchin re: staffing, bookings, operations: discussions 07/13/2015 Ross 1.75 481.25 with Paula: review of bookings to date: receipts/disbursements

07/14/2015 Rosen call from interested party 0.20 90.00

attendance at debtor premises: meetings with Paula re: general golf 07/14/2015 Ross 4.50 l.237.50 operations, Bob re: dome operations, Stewart re: greens and staffing

07/15/2015 Rosen discuss w JR/ various calls 0.67 301.50

dealing with Paula re: operations: discussions/correspondence with various 07/15/2015 Ross interested parties: discussions with various unsecured creditors re: pre- 2.25 618.75 receivership arrears: dealing with current operational invoices

07/16/2015 Rosen call w SICA 0.20 90.00 07/17/2015 Rosen re cash flow/ call to Manis 0.33 148.50 07/20/2015 Rosen Manis 0.25 112.50 07/20/2015 Ross memo to Harbouredge: Paula re: operations 5.75 l.581.25 07/21/2015 Li banking - disbursements cheques etc. 1.00 150.00 review memo/ call with HM/ communications w Ryan Kiss/ call with Lou 07/21/2015 Rosen 1.30 585.00 Vadala finalize memo to Harbouredge: analysis of operations including R&D and 07/21/2015 Ross 3.50 962.50 notes thereto: Paula re: operations: Firmex 07/22/2015 Li mailing/copying cheques 0.75 112.50 communication w Ryan and Howard: call with L:arry Dunn: call w Joel 07/22/2015 Rosen 1.50 675.00 Ross/ deal with borrowings: call with creditor

attendance at debtor premises re: operations: dealing with staffing: dealing 07/22/2015 Ross with Paula re: receipts and disbursements and analysis of cash 5.25 1,443.75 overage/shortages: dealing with Bob re: contracts to date

07/23/2015 Rosen meeting Ryan/ emails Manis/ discuss w DP 1.10 495.00

dealing with Paula re: operations: insurance: dealing with various interested 07/23/2015 Ross 3.25 893.75 parties including Robert Ritch & Howard Manis (Ritch) and others

communications w Mnais/ commination's w Ryan Kiss/ review offer/ review 07/24/2015 Rosen 1.30 585.00 payout statement 07/24/2015 Ross dealing with various interested parties re: sale 1.50 412.50 dealing w offers including review of same: emails to LD and RD: emails to 07/27/2015 Rosen HM: discuss w JR/ emails to Lou Vadala/ call with Howard/ follow up email 1.35 607.50 to Robbie discussions with Paula re: operations: analysis of offers received: dealing 07/27/2015 Ross 2.50 687.50 with various offers 07/28/2015 Li banking - PR cheques 0.50 75.00 emails Lou Vadala/ emails Robbie Broad/ payout statement/ cash flow/ 07/28/2015 Rosen 0.75 337.50 emails DP 07/28/2015 Ross disbursements 1.00 275.00

07/29/2015 Rosen re offers/ call w Manis/ emails to Lou Vadala/ Dip loan/ op issues I.IO 495.00

07/29/2015 Ross attendance at debtor premises re: operations 5.00 1.375.00

11 of 23 113

Date Last Name Description Hours Fees

07/30/2015 Rosen meet w Howard Manis/ emails Vadela/ call with Ryan Kiss/ 1.00 450.00 07/30/2015 Ross operational matters 1.75 481.25 07/31/2015 Rosen emails to HM/ LG/ discuss w JR/ discuss DP 0.67 301.50 08/04/2015 Li banking - disbursements 0.70 l05.00 phone calls with counsel to Ritch and 2nd mortgagee (interested parties): 08/04/2015 Ross receipts/disbursements: discussion with Brahm: discussions with Paula re: 2.50 687.50 operations 08/05/2015 Rosen various emails 0.20 90.00 08/05/2015 Ross dealing with Paula re: operations: receipts/disbursements 1.50 412.50 08/07/2015 Rosen various emails/ update to LD 0.70 315.00 08/07/2015 Ross operations 1.50 412.50 operations discussions with Paula - City of Kingston inspection. plumbing 08/10/2015 Ross I.SO 412.50 issues: receipts/disbursements 08/l l/2015 Ross receipts/disbursements: dealing with prospective purchasers 2.50 687.50 08/12/2015 Li prepare payroll cheques 0.50 75.00 08/12/2015 Ross dealing with rnrious interested parties: email from Lou Vadala 1.50 412.50 08/13/2015 Li bank rec. 0.50 75.00

08/13/2015 Rosen call w DP/emails HM/ emails L V/ emails to Larry/ receive cash position 0.85 382.50

08/14/2015 Li bank rec. 0.30 45.00 08/14/2015 Rosen queries from creditors 0.40 180.00 08/17/2015 Rosen call LD and DP: follow up manis 0.20 90.00 various correspondence/discussion with Paula re: operations: review of 08/17/2015 Ross various outstanding invoices: sale process: various discussions. etc. with 2.25 618.75 Farley re: o/s invoices 08/18/2015 Rosen call with Lou and David/ email HM 1.00 450.00 08/19/2015 Rosen DP 0.16 72.00 08/19/2015 Ross attendance at premises 3.50 962.50 08/20/2015 Li banking - NSF postings 0.10 15.00 08/20/2015 Rosen cash flow/ true man offer/ call with DP and KL re allocation 0.80 360.00 dealing with water issues: receipt/review of quotes for repairs: dealing with 08/20/2015 Ross 2.00 550.00 various operational creditors prepare R&D: email pre-receivership financial info and R&D to Anita and 08/21/2015 Ross 2.25 618.75 Ken Harnden 08/24/2015 Rosen email Larry/ discuss offer w JR 0.25 112.50 form of offer to purchase amendments re: personal/leased property: calls 08/24/2015 Ross 1.00 275.00 with Paula re: golf course and dome operations 08/25/2015 Rosen call w Manis/ offer 0.50 225.00 08/25/2015 Ross insurance application 1.25 343.75 08/26/2015 Rosen call w Manis 0.33 148.50 operational discussions with Paula: tractor issues: dealing with Stuart re: 08/26/2015 Ross I.SO 412.50 greens prep for winter

final edit of home show contract and correspondence with Stuart Galloway 08/27/2015 Ross 2.50 687.50 in that regard: receipts/disbursements: dealing with Paula re: operations

08/28/2015 Rosen cash flow/ Lou vadala 0.33 148.50 08/28/2015 Ross site visit: Paula and Bob re: operations 4.50 1.237.50 08/31/2015 Rosen review agreement 1.00 450.00 09/0l/2015 Rosen SRD 0.50 225.00 receipts and disbursements: prepare new R&D: various correspondence and 09/0l/2015 Ross 3.25 893.75 discussion with Paula re: operations

12 of 23 114

Date Last Name Description Hours Fees

09/02/2015 Rosen JR/L Vadala email/ discuss w D 0.50 225.00 09/02/2015 Ross site visit & CRA trust exam 5.00 1.375.00 09/03/2015 Rosen communications w L V 0.25 I 12.50

09/08/2015 Rosen dealing w L V/ cash flow/trust claims 1.00 450.00

09/08/2015 Ross correspondence and discussion with Paula and Bob re: operations 2.25 618.75

09/09/2015 Li reconcile payment records to SUN Media 0.75 112.50 dealing with interested parties: correspondence and discussion with Paula re: 09/09/2015 Ross 2.00 550.00 operations 09/10/2015 Rosen various email communications re offers 0.50 225.00 09/10/2015 Ross attendance at premises: meetings with Paula re: operations 4.50 1.237.50 discussions and correspondence with Paula and Bob re: various operational 09/11/2015 Ross 1.75 481.25 items banking -review transactions and reconciliation of all postings - Southwinds 09/15/2015 Li 1.00 150.00 and Harden

09/16/2015 Rosen emails to HM/ emails to LD/ Repairs required/ emails to Lou Vadala 1.05 472.50

operational discussions and correspondence with Bob and Paula: review of 09/16/2015 Ross 2.25 618.75 water repair quotes attendance at debtor premises re: operations: various discussions with 09/17/2015 Ross 5.75 1.581.25 Paula/Bob re: fall golf course windup/dome contracts 09/18/2015 Ross draft Clippers lease and email to Clippers: 2.50 687.50 correspondence with Paula re: operations - future membership rates. etc: 09/21/2015 Ross review of new dome contract revenues with Bob: review of various 2.50 687.50 disbursements 09/22/2015 Rosen emails re offer 0.50 225.00 09/24/2015 Rosen manis/ vadala communications 0.60 270.00 attendance at debtor premises: various discussions with Paula and Bob re: 09/24/2015 Ross ongoing operations; meeting with potential new large-volume renter of 5.50 1.5 I 2.50 facility

09/25/2015 Rosen emails/ discussion w DP re credit bid/ call with LD/ call w Manis group I.IO 495.00

ongoing operational correspondence and discussions with Paula: discussions 09/25/2015 Ross 2.75 756.25 with Bob 09/28/2015 Rosen various calls and emails 1.00 450.00 various discussions and correspondence with Bob/Paula re: operations. 09/28/2015 Ross upcoming cash receipts, source deductions: receipts/disbursements: memo to 6.50 1.787.50 Harbouredge 09/29/2015 Rosen emails re offers 0.50 225.00 09/30/2015 Rosen email correspondence 0.25 112.50 attendance at debtor premises; discussions re: operations. closing of golf 09/30/2015 Ross course for 2015 season, maintenance of dome, Kingston Fire. budgeting for 7.50 2.062.50 dome. etc. 10/01/2015 Rosen review memo 0.67 301.50 10/05/2015 Rosen follow up email 0.30 135.00 10/06/2015 Ross Paula/Bob re: operations 1.50 412.50 dealing with operations including discussions with Paula: dealing with 10/07/2015 Ross 1.75 481.25 various suppliers 10/08/2015 Rosen emails re offers 0.33 148.50

10/09/2015 Li review postings, adj postings and bank recs for both Harden and Southwinds 0.75 I 12.50

10/09/2015 Rosen report 0.67 301.50 attendance in Kingston: discussions with Bob re: operations. cash receipts. 10/09/2015 Ross 4.00 1.100.00 new bookings

13 of 23 115

Date Last Name Description Hours Fees

10/09/2015 Ross meeting with Ken and Anita Harnden in Kingston 2.75 756.25 10/13/2015 Rosen emails re cred bid/ DP 0.16 72.00

I0/13/2015 Ross various operational correspondence and discussions with Bob/Paula 2.75 756.25

10/14/2015 Rosen report 0.33 148.50 10/14/2015 Ross dealing with GT and other suppliers 1.50 412.50 10/15/2015 Rosen call w LC re opinion 0.05 22.50 attendance at debtor premises re: ongoing operations·. various discussions I0/16/2015 Ross and review of operations including receipt of receivables. golf course 5.50 1.512.50 closing, etc. attendance at debtor premises: discussions with Paula and Bob re: 10/21/2015 Ross operations: further discussions re: closing of golf course: discussions re: 4.00 l.!00.00 collection of receivables: review of receivables 10/22/2015 Rosen LC issue 0.25 ll2.50 10/22/2015 Ross discussions with Paula re: operations: various operational issues 2.00 550.00 10/23/2015 Rosen report to court 1.00 450.00 10/25/2015 Rosen court report 1.00 450.00 10/26/2015 Rosen report to court 0.33 148.50 10/27/2015 Rosen cred meeting follow up 0.IO 45.00 I0/27/2015 Ross disbursements: correspondence and discussion with Bob/Paula 2.00 550.00 10/28/2015 Rosen court report 1.00 450.00 10/30/2015 Li review and enter POCs 0.50 75.00 10/30/2015 Rosen report 0.40 180.00

I0/30/2015 Ross review of operations for October, discussions with Paula in that regard 2.50 687.50

I0/31/2015 Rosen report 2.10 945.00 I 1/01/2015 Rosen report 0.67 301.50

I 1/02/2015 Ross various correspondence and discussion with Paula and Bob re: operations I.SO 412.50

11/04/2015 Rosen call with Farley Group 0.50 225.00 various discussions with Paula and Bob re: operations: dealing with lights. 11/05/2015 Ross 3.25 893.75 rentals, and other issues 11/08/2015 Rosen report 1.33 598.50 I I/09/2015 Rosen report 1.30 585.00 dealing with Paula re: suppliers: review of various contracts: l l/09/2015 Ross 2.25 618.75 receipts/disbursements I l/l0/2015 Rosen holdback issue. review SRO 0.50 225.00 review quotes re: repairs: review payroll: discussion and correspondence 11/10/2015 Ross 1.00 275.00 with Paula l l/11/2015 Ferreira prepared Harden and south winds cheques and cover letter 2.00 120.00 l l/11/2015 Rosen report/discuss w JR/ email to LC 0.50 225.00 l l/l l/2015 Ross correspondence and discussion with various suppliers 1.00 275.00 l l/12/2015 Ferreira prepared payroll for Harden and Southwinds 2.00 120.00 l l/12/2015 Ferreira preparing cover letters for Southwinds payroll 1.00 60.00 banking - month end adj. postings and bank recs for both Southwinds and I 1/12/2015 Li 1.00 150.00 harden l l/12/2015 Rosen communications w Lisa re report/ amendments 0.50 225.00 l l/13/2015 Ferreira prepared cover letter and mailing for Harden and Southwinds 1.00 60.00 l l/13/2015 Rosen second report/ sp w LC 0.33 148.50 I 1/13/2015 Ross Bob Machin and Paula re: collections to date and new bookings 1.00 275.00

14 of 23 116

Date Last Name Description Hours Fees

11/14/2015 Rosen finalize report 1.00 450.00 I 1/16/2015 Rosen report 0.10 45.00 I 1/16/2015 Ross disbursements: discussions with Paula re: operations 1.25 343.75 I 1/18/2015 Ferreira Southwinds and Harden payroll and bill payments 2.00 120.00

attendance at debtor premises re: operations: various discussions with Bob: 11/18/2015 Ross 5.00 1.375.00 review of upcoming liabilities re: closing of transaction

I 1/19/2015 Ferreira cover letters. cheques and couriers 1.30 78.00 I 1/20/2015 Ross discussions with Paula and Bob re: dome rentals 0.75 206.25 I 1/23/2015 Ferreira Cover letter and bill payments 1.00 60.00 11/24/2015 Ross discussions with Paula 1.50 412.50 11/25/2015 Ferreira cheques for harden 1.30 78.00 re nov 26 motion/ call w Larry Dunn/ emails to Vic Vandergust re liens and 11/25/2015 Rosen 1.10 495.00 holdbacks

11/25/2015 Ross dealing with various pre-court approval issues: Paula re: disbursements 1.50 412.50

banking - adj postings and bank rec for both Harden and Southwinds. email I 1/26/2015 Li 1.00 150.00 correspondence with bank re deposit issue. 11/26/2015 Rosen Lisa re liens claims 0.16 72.00

various discussions with Lisa Corne re: court approval/ Alex McCoy/other 11/26/2015 Ross 3.00 825.00 holdback issues: Rona contract: discussions with Paula re: other payables

11/27/2015 Ferreira cover letter and bill payments 0.30 18.00 11/27/2015 Rosen Alex McCoy 0.20 90.00 I 1/27/2015 Ross Rona: holdbacks: initial finalization steps 1.00 275.00 I 1/30/2015 Ferreira payroll and bill payments 3.00 180.00 11/30/2015 Rosen call from creditor 0.25 112.50 12/01/2015 Rosen re liens/ call from media 0.25 112.50 12/01/2015 Ross insurance 2.25 618.75 12/02/2015 Ross closing issues: insurance 1.00 275.00

attendance at dome and discussions with Paula re: operations. closing of 12/03/2015 Ross 4.25 1.168.75 transaction. compilation of initial information re: memo

12/04/2015 Ferreira bill payments 2.00 120.00 12/04/2015 Rosen report 0.16 72.00 discussions with Paula re: operations: memo to Harbouredge re: sale: 12/04/2015 Ross 4.75 1.306.25 compilation and review of financial information 12/06/2015 Rosen memo 0.30 135.00 12/07/2015 Rosen SRD 0.10 45.00 12/07/2015 Ross closing items: insurance: R&D 2.25 618.75 12/08/2015 Ross insurance matters: closing matters 1.75 481.25 12/09/2015 Rosen closing issues 0.10 45.00 12/09/2015 Ross closing matters: insurance: discussions re: operations 2.50 687.50 12/10/2015 Rosen insurance/ closing 0.16 72.00 discussions with insurers re: renewal: various correspondence in that regard: 12/10/2015 Ross 1.50 412.50 discussion with Paula re: tenants' insurance 12/14/2015 Ross payroll 1.50 412.50 12/15/2015 Rosen emails w Robbie Broad 0.16 72.00 12/17/2015 Ferreira cover letters to Southwinds and harden 3.00 180.00 12/17/2015 Ross meeting with Paula Noel 4.75 1.306.25

15 of 23 117

Date LastName Description Hours Fees

12/18/2015 Ross insurance renewal: pre-application for zoning amendment 2.25 618.75 12/21/2015 Rosen memo re zoning issue/ letter to City 0.50 225.00 discussions with City of Kingston re: zoning application; memo to 12/21/2015 Ross Harbouredge; letter to City of Kingston: review of Lisa Corne's letter to 4.50 1.237.50 union dealing with Bob and with John Simple (Farley Group) re: temperature at 12/22/2015 Ross 1.00 275.00 dome 12/23/2015 Rosen emails w Robbie and Larry re zoning/ emails to JR 0.20 90.00 12/24/2015 Ferreira payroll 1.30 78.00 12/24/2015 Ross various operational matters 1.50 412.50

discussions with Bob and Paula re: pressure issues and tear: discussions with 12/29/2015 Ross 1.75 481.25 John Simple from Farley Group re: issues: discussion with Brahm

attendance at dome: discussions with Farley Group. Paula and Bob re: 12/30/2015 Ross pressure issues: discussions with Paula and Bob re: snowplowing issues: 6.50 1.787.50 meeting and tour of facility with Robert Ortali and his colleague

12/31/2015 Rosen call from BMO 0.10 45.00 01/04/2016 Rosen cash flow/ email communications with Robbie Broad O.IO 45.00 dealing with Paula and Bob re: post-new year operations, scheduling. 01/04/2016 Ross 3.50 962.50 Clippers. receivables reconciliations 01/05/2016 Rosen realty tax assessment/ emails to LD/ discuss w JR 0.16 72.00

01/05/2016 Ross call with MPAC re: property valuation: dealing with other MPAC issues 1.75 481.25

01/06/2016 Li set up new account 0.10 15.00 01/06/2016 Ross MPAC letter: follow up with MPAC 1.50 412.50 01/07/2016 Ferreira prepare cheque for deposit 0.30 18.00 01/07/2016 Ferreira bill payment 0.20 12.00 01/07/2016 Li banking - deposit and filing fee 0.20 30.00

attendance at dome re: operations, zoning, disbursements. etc.: various 01/07/2016 Ross 2.50 687.50 discussions with Paula and Bob re: operations and receirnbles

01/08/2016 Ferreira cover letter for sun media 0.15 9.00 01/11/2016 Rosen closing date and issues 0.25 112.50 01/12/2016 Ferreira payroll, bill payments cheques 2.00 120.00 01/12/2016 Li banking - postings and bank rec. 0.30 45.00 01/12/2016 Rosen realty tax issue 0.50 225.00 disbursements: Kingston zoning discussions with Paula and Brahm: 01/12/2016 Ross discussions with Bob and Paula re: Clippers arrears, discussion with Chris 3.50 962.50 Eveleigh (Clippers) in that regard 01/13/2016 Ferreira cover letters-photocopies-mailing-pickups and couriers 1.30 78.00 01/13/2016 Ross insurance renewals 0.75 206.25 01/14/2016 Ferreira banking as per Joel 0.30 18.00 01/14/2016 Rosen discuss issues with JR(insurance/ employees) 0.16 72.00 discussion with Robbie Broad re: transition. attendance in Kingston: dealing 01/15/2016 Ross 1.00 275.00 with insurance 01/18/2016 Rosen Vic Vandergus email 0.30 135.00 dealing with dome repairs: dealing with Paula re: bookings. issues with Bob. 01/18/2016 Ross 1.00 275.00 etc 01/19/2016 Rosen emails to Robbie and Vic: review cash on closing 0.25 112.50 01/19/2016 Ross closing 1.00 275.00

16 of 23 118

Date Last Name Description Honrs Fees

01/21/2016 Ferreira chqs 2.00 120.00 01/22/2016 Ferreira chqs 0.30 18.00 01/22/2016 Rosen emails re closing 0.25 112.50 01/25/2016 Ferreira bill payments 2.30 138.00 01/26/2016 Ferreira cover letters and chqs 2.00 120.00 01/26/2016 Li adj. postings and bank reconciliations 0.50 75.00

closing issues including fee summary: call with David Preger: call with Vic 01/26/2016 Rosen 1.70 765.00 Vandergus. David Preger and Larry Dunn: discuss employee issue with Joel

01/26/2016 Ross fee reconciliation: other closing matters 2.75 756.25 01/27/2016 Ferreira payroll and bill payments for harden and Southwinds 3.00 180.00 01/27/2016 Rosen closing matters(taxes, costs etc.): review closing documents 0.75 337.50 01/27/2016 Ross employee termination issues ROEs. etc.: dealing with insurance 2.50 687.50 dealing with various closing issues: emails to/ from Dickinson Wright: 01/28/2016 Rosen emails to Vic Vandergus: emails to Robbie Broad; communications with Joel 2.00 900.00 Ross

attendance at debtor premises to deal with all handover issues: dealing with 01/28/2016 Ross 5.25 1.443.75 Alex Schwarz and Mark Lean re: closing. various other closing matters

closing matters: insurance: finalize closing documents: employee letters: 01/29/2016 Rosen emails to Larry Dunn: employee transition: call with Marc Lean and 1.60 720.00 Alexandra Schwartz: numerous correspondence and discussion with Alex Schwarz and Mark Lean 01/29/2016 Ross re: sale and closing: discussion with Larry Dunn and Robbie Broad re: 3.50 962.50 closing: review of all sale documents 02/01/2016 Ferreira cover letter and chqs 0.00 02/01/2016 Rosen emails re closing/ insurance 0.50 225.00 02/01/2016 Ross insurance transfer issues 1.25 343.75 02/03/2016 Rosen letter to employees: LC issue 0.25 112.50 02/03/2016 Ross termination of Bob Machin 1.00 275.00 02/04/2016 Ross Harbouredge re: closing 1.00 275.00 02/05/2016 Ross closing issues 1.00 275.00 02/09/2016 Ross outstanding payments 1.50 412.50 02/11/2016 Ferreira courier 0.00 02/11/2016 Ferreira payroll-chg-banking 3.00 180.00 02/11/2016 Ross operations (Paula) 1.50 412.50 02/12/2016 Rosen re closing sale 0.20 90.00 02/12/2016 Ross re: closing 0.75 206.25 02/15/2016 Rosen re operations/ closing 0.67 301.50 02/17/2016 Ferreira cheques 2.00 120.00 02/18/2016 Ferreira payroll-cheques-cover letters-couriers 2.00 120.00 02/18/2016 Rosen emails re dome 0.20 90.00 02/19/2016 Rosen re dome issue 0.50 225.00 02/19/2016 Ross dome issues: discussions with Paula. Farley 2.50 687.50

02/21/2016 Ross Paula re: dome issues: dealing with staffing issues, coordination with Farley 2.50 687.50

02/22/2016 Rosen re dome issue 0.33 148.50 02/23/2016 Rosen dome issue/ discuss insurance 0.50 225.00

17 of 23 119

Date Last Name Description Hours Fees

Paula re: dome issues: review of memos: various discussions with Brahm re: 02/23/2016 Ross 2.25 618.75 prognosis: discussions with various stakeholders (Clippers president. etc)

02/24/2016 Rosen re dome issue 0.10 45.00 Paula re: dome issues: Farley: discussion with various stakeholders (Clippers 02/24/2016 Ross 1.50 412.50 president. etc) 02/25/2016 Rosen mtg in Collingwood with Larry 2.00 900.00 02/25/2016 Ross meeting with Larry Dunn re: sale 5.50 1.512.50 02/26/2016 Rosen closing etc 0.33 148.50 02/26/2016 Ross Paula re: various outstanding dome issues (re: raising the dome) 1.00 275.00

02/29/2016 Li bank reconciliations and postings of direct payments and deposits 0.75 112.50

03/04/2016 Ross Robbie Broad re: various issues 1.50 412.50 03/07/2016 Rosen call from creditor: follow up 0.25 112.50 03/08/2016 Ferreira chq 0.15 9.00 03/08/2016 Ross Paula re: o/s payables 1.00 275.00

03/10/2016 Ross review of various Southwinds invoices including dome damage invoice 1.00 275.00

03/11/2016 Ross invoices 1.00 275.00 03/15/2016 Li Harden - banking - bank reconciliations. correct postings etc. 0.50 75.00 03/17/2016 Rosen ongoing operations/ closing/ city of Kingston issue 1.00 450.00 03/18/2016 Ross insurance matters re: insured parties 1.00 275.00 03/21/2016 Rosen closing: deal with dome repair cost 0.25 112.50 03/22/2016 Ferreira cover letter and chqs 0.30 18.00 03/24/2016 Rosen re closing : emails to Larry Dun and to David Preger 0.17 76.50 03/24/2016 Ross outstanding invoices: insurance 1.50 412.50 03/28/2016 Rosen liabilities on closing: dome repairs 0.15 67.50 03/29/2016 Rosen email exchange: LC charge: SRD 0.40 180.00 03/30/2016 Rosen payables: emails re closing 0.25 112.50 insurance issue: call with Larry. GHus and David: calls with David Preger: 03/31/2016 Rosen 1.10 495.00 various emails 03/31/2016 Ross insurance matter: finalizing 1.50 412.50 04/04/2016 Rosen follow-up re closing proceeds O.IO 45.00 04/05/2016 Ferreira prepare chqs 1.30 78.00 04/07/2016 Ferreira deposit and chq 0.30 18.00 04/07/2016 Rosen cash reconciliation 0.16 72.00 04/08/2016 Rosen insurance: LC 0.50 225.00 04/08/2016 Ross calls with Paula re: payables 1.25 343.75 04/12/2016 Rosen insurance claim: cash availability: license 0.80 360.00 re air conditioning equipment: emails demo Larry and Robbie: emails 04/13/2016 Rosen 0.67 301.50 to/from Lisa nd David 04/14/2016 Ferreira chqs and covers 3.30 198.00 04/14/2016 Ferreira sent out couriers 1.00 60.00 04/14/2016 Rosen insurance claim 1.00 450.00 04/15/2016 Ferreira courier sent to Paula noel 0.15 9.00 04/15/2016 Ferreira cheques and cover letters 1.00 60.00 04/15/2016 Ferreira cover letters to Paula 0.30 18.00 04/15/2016 Ferreira courier 0.15 9.00

18 of 23 120

Date Last Name Description Hours Fees

04/15/2016 Rosen insurance claim 1.60 720.00 04/18/2016 Rosen call with Bib Turbitt and letter to Philip Osanic re Marco Smits 0.75 337.50 04/19/2016 Rosen emails from Harbouredge re AGCO; letter to AGCO;CRA claim 0.40 180.00 04/21/2016 Rosen insurance claim 0.50 225.00 04/24/2016 Rosen insurance claim 0.33 148.50 04/26/2016 Rosen Proof of loss 0.25 112.50 04/26/2016 Ross receipts/disbursements 1.50 412.50 04/27/2016 Rosen payments due on closing: realty tax issue: insurance claim 0.75 337.50 04/28/2016 Rosen Interim report-Southwinds 0.25 112.50 discussion with Brahm re: Ken Harnden request to purchase Genge home: 04/28/2016 Ross 0.75 206.25 correspondence with Howard Manis 05/02/2016 Rosen insurance claim schedule 0.20 90.00 05/05/2016 Ross Kingston property tax reconciliation and payment 1.25 343.75 05/12/2016 Rosen closing payments 0.25 112.50 05/13/2016 Rosen insurance claim/ air conditioner issue with Farley 1.00 450.00

review of air conditioner issues and discussions with Brahm in that regard: 05/13/2016 Ross discussion with Lisa Come re: issues; various telephone discussions with l.75 481.25 John Simple re: the receiver's position; emails with John Simple

05/16/2016 Ross Call with Alex Zilber re: Vandergust letter: prepare Vandergust letter 1.25 343.75

05/19/2016 Rosen payments re insurance 0.20 90.00 05/23/2016 Rosen payments re repairs 0.33 148.50 05/26/2016 Ross discussion with Paula re: Amex issue 0.25 68.75 05/27/2016 Ross agenda for inspector meeting 0.50 137.50 06/02/2016 Rosen finalization 0.33 148.50 06/12/2016 Rosen letter from insurer and follow up with Paul's 0.60 270.00 insurance claim: emailed to Paula Noel: emails to adjuster: emails to Robbie 06/l 3/2016 Rosen 0.65 292.50 Broad 06/15/2016 Rosen call with CRA: insurance claim 0.33 148.50 06/20/2016 Rosen re insurance claim 0.33 148.50 06/29/2016 Rosen call with adjuster: letter from adjuster 0.33 148.50

07/08/2016 Ferreira emails with WTC Communications and Joel regarding unpaid accounts 0.30 18.00

07/12/2016 Rosen insurance claims gift certificate issue 0.60 270.00 07/14/2016 Rosen update insurance claim 0.70 315.00 07/18/2016 Rosen insurance claim 1.00 450.00

07/18/2016 Ross Hydro One issue - outstanding payable vis previous cheque issued 1.50 412.50

07/19/2016 Ross call with CRA re: accounts: dealing with hydro 1.25 343.75 07/21/2016 Rosen communications w adjuster 0.40 180.00 07/26/2016 Rosen insurance matter: call with CRA 0.25 112.50 07/29/2016 Rosen letter from insurer 0.16 72.00 08/03/2016 Rosen insurance: holdback 1.00 450.00 08/11/2016 Rosen emails Brad Wilson 0.25 112.50 08/15/2016 Rosen insurance 0.25 112.50 09/07/2016 Rosen additional information re insurance 1.00 450.00 09/12/2016 Rosen reconciliation of cash; Insurance payroll audit follow up 2.00 900.00

19 of 23 121

Date Last Name Description Hours Fees

09/12/2016 Ross Maxium letter re: maintenance issue 0.50 137.50 09/13/2016 Rosen Maxium issue; insurance claim LIO 495.00 discussion with Brahm re: Maxium letter issue: call with Paula and Stu 09/13/2016 Ross 0.75 206.25 (maintenance person) Prepare interim report: prepare SRO: dealings with Maxium letter including 09/14/2016 Rosen discussions with Joel Ross: emails Robbie Broad and review of letter to 2.60 1.170.00 Maxium

review Maxium letter re: maintenance issue: conference call with Stu & 09/14/2016 Ross 2.50 687.50 Paula re: outstanding questions: draft response to Maxium

09/15/2016 Rosen Maxium issue re Lisa Corne comments 0.33 148.50 discussions with Paula re: compilation of information for upcoming payroll 09/15/2016 Ross audit: begin preparation of outstanding pre-receivership income tax and HST 5.25 1.443.75 returns 09/16/2016 Rosen letter to maxium 0.70 315.00

09/19/2016 Ferreira pull out all payrolls and receiver general payments and for Harden also 1.00 60.00

09/19/2016 Rosen payroll audit 0.16 72.00 09/20/2016 Rosen letter to CRA re HST election for both harden and Southwinds 1.50 675.00

09/20/2016 Ross complications and organization of all information for payroll audit 3.75 1.031.25

meeting and discussions with CRA auditor who attended office: trust ledger 09/21/2016 Rosen 0.50 225.00 re Dickinson Wright 09/23/2016 Rosen HST 0.33 148.50 09/26/2016 Rosen insurance claim/ call with Howard manis re Ken Karden 0.67 301.50

09/26/2016 Ross finalize all outstanding tax and HST returns: print and prepare filings 2.25 618.75

10/06/2016 Rosen insurance claim 0.60 270.00 10/11/2016 Bowles faxed Harden and Southwinds interim receiver reports to osb 0.30 45.00 11/17/2016 Rosen CRA assessment/ final accounting 0.67 301.50 12/23/2016 Rosen letter to Vic Vandergus 0.05 22.50 01/16/2017 Ross R&D for Robbie Broad 1.25 343.75 02/08/2017 Rosen re insurance claim 0.33 165.00 sending further documentation re insurance claim; calls w Mordy Mednick: 02/17/2017 Rosen 2.20 I. l00.00 review statement of claim: emails w adjuster 02/17/2017 Ross Insurance 0.50 137.50 02/19/2017 Rosen interim report 0.60 300.00 02/27/2017 Rosen call and email to Brad Wilson 0.IO 50.00 02/28/2017 Rosen emails from Brad Wilson and response re insurance claim 0.20 100.00

03/01/2017 Rosen email to Vic Vandergus re lien action: call with Lisa Corne re discharge 0.10 50.00

03/03/2017 Rosen review calculation by adjuster and email of confirmation of acceptance 0.50 250.00

03/10/2017 Rosen finalize insurance documents 0.25 125.00 03/22/2017 Rosen follow up with Brad Wilson re insurance proceeds 0.16 80.00

03/29/2017 Rosen email to adjuster re payment: review of letter received from adjuster 0.25 125.00

03/30/2017 Rosen emails to/ from Mordy Mednick re claim 0.IO 50.00

04/03/2017 Rosen dealing with payments from insurers: emails to/ from Mordy Mednick 0.20 100.00

04/19/2017 Rosen emails to Brad Wilson: letter to Harbour Edge 0.33 165.00 04/24/2017 Rosen letter to Robbie Broad re insurance proceeds 0.25 125.00

20 of 23 122

Date Last Name Description Hours Fees

05/24/2017 Rosen SRD and letter to Harbouredge 0.33 165.00 emails communications with Brad Wilson and Mordy Mednick re 05/26/2017 Rosen 0.IO 50.00 finalization of insurance claim 06/01/2017 Rosen letter and response re Troy Life & Fire account 0.IO 50.00

06/08/2017 Rosen re finalization 1.00 500.00

06/13/2017 Schincariol Bank Reconciliation - May 2017 0.IO 20.00 Bank Reconciliations: April - June 2017 Posted bank charges for se\'eral 08/03/2017 Schincariol 1.00 200.00 months. 08/l0/2017 Rosen SRD-Southwinds and Harnden 0.67 335.00

08/28/2017 Rosen report to court 1.67 835.00 Di Pede- corresponding by phone and email with Helen from BMO regarding a term 09/13/2017 0.15 12.00 Mammoliti deposit for$ I 09.000.00 that has matured. 10/02/2017 Rosen interim reports -Southwind and Harden 0.50 250.00

10/03/2017 Rosen final report: SRD for interim report: review DW trust ledger 2.40 1,200.00

10/06/2017 Rosen final reporting 1.40 700.00 l0/11/2017 Rosen final report 2.00 1,000.00 l0/31/2017 Rosen final report 0.70 350.00

11/01/2017 Rosen report 1.70 850.00

11/02/2017 Rosen report 2.00 1,000.00

11/19/2017 Rosen report 0.40 200.00

11/24/2017 Rosen report 2.20 1.100.00

11/26/2017 Rosen report 0.40 200.00

01/22/2018 Rosen report to court 0.70 350.00

Di Pede- prepared banking receipt entered into Ascend to created deposit receipt for 01/24/2018 0.50 40.00 Mammoliti bank went to Royal bank/ BMO to deposit funds into account.

Di Pede- 01/31/2018 printed cheque copies and mailed. 0.50 40.00 Mammoliti 02/07/2018 Schincariol Bank Reconciliation - December 2017 0.IO 20.00 Di Pede- 02/20/2018 prepared courier to pick up court document. 0.50 40.00 Mammoliti 03/09/2018 Rosen re\'iew material: discharge hearing by phone 0.60 300.00

03/09/2018 Schincariol Bank Reconciliation - January 2018 0.10 20.00 Di Pede- 03/19/2018 Enter invoice run cheque copy and deposit 0.25 20.00 Mammoliti 03/19/2018 Rosen call with CRA 0.30 150.00

07/17/2018 Rosen report 1.00 500.00

08/13/2018 Rosen report 2.00 1,000.00

09/24/2018 Rosen report 0.40 200.00

09/26/2018 Rosen follow up re liens 0.67 335.00

09/27/2018 Rosen report 1.00 500.00 l0/02/2018 Schincariol Bank Reconciliation - August 2018 0.IO 20.00

10/15/2018 Rosen report 1.20 600.00 l0/22/2018 Rosen letter from Vic Vandergus 0.30 150.00 10/24/2018 Rosen letter to Vic Vandergus: interim reports 1.25 625.00 Di Pede- working with Tamandeep from Royal bank in regards to GIC which can due 11/01/2018 2.75 220.00 Mammoliti and was not reinvested or updated in Ascend.

Phone con\'ersation with Brendan Carroll of Moneris. Requested closing of 11/08/2018 Schincariol 0.25 50.00 Merchant Account. Fees will cease after October charge.

21 of 23 123

Date Last Name Description Hours Fees Di Pede- l l/14/2018 term deposit 0.50 40.00 Mammoliti

11/14/2018 Schincariol Bank Reconciliation & Posted GIC transactions for September 2018. 0.25 50.00

11/30/2018 Rosen letter to Vic Vandergus 0.67 335.00 12/06/2018 Rosen letter to Vic Vandergus 0.IO 50.00 01/04/2019 Schincariol Bank reconciliation - November 20 I 8 0.IO 20.00 01/18/2019 Rosen final report 2.00 1.050.00 03/04/2019 Rosen harnden finalizations 0.80 420.00 call with Derek Crawford; letter to Kingston call with Lisa Corne; review 03/21/2019 Rosen 1.50 787.50 correspondence re LCs; email to Derek Crawford 03/22/2019 Rosen call with Derek Crawford; letter to Kingston 1.00 525.00 03/24/2019 Rosen finalize letter and sent to Derek Crawford and Lisa Corne 0.75 393.75 03/25/2019 Rosen finalize and send letter to City of Kingston 0.50 262.50

04/01/2019 Rosen email from City of Kingston; email to HarbiurEdge re Southwinds 0.50 262.50

04/02/2019 Rosen emails from Derek Crawford 0.20 105.00 call with Derek Crawford review corporate searches ; email to City of 04/03/2019 Rosen 0.45 236.25 Kingston; call itch Lisa Corne

04/04/2019 Rosen email from City of Kingston re LC and response; email to Derek Crawford 0.60 315.00

04/05/2019 Rosen emails to and from Derek Crawford 0.25 131.25 04/10/2019 Rosen email to Allan MccCleod at City Of Kingston 0.16 84.00 04/11/2019 Rosen emails from and to Derek Crawford 0.16 84.00 04/12/2019 Rosen draft letter to Kingston 0.50 262.50 04/23/2019 Rosen call with Derek Crawford 0.05 26.25 04/26/2019 Rosen emails from and to Alan McLeod at City of Kingston 0.30 157.50 05/01/2019 Rosen emails exchange with Alan Macleod 0.16 84.00 05/14/2019 Rosen emails from and to Alan McLeod 0.IO 52.50 call with Alan McLeod of City of Kingston: follow up email to Derek 05/16/2019 Rosen 0.60 315.00 Crawford and Larry Dunn reviewing term deposited notice incorrect mature date was entered in Ascend Di Pede- 06/12/2019 confirmed with Tyler at BMO correct date is Sept 2019 not 20 I 9, revised 0.20 16.00 Mammoliti date in Ascend. 06/13/2019 Schincariol Bank Reconciliation - May 2019 0.IO 20.00 06/21/2019 Rosen letter to City of Kingston 0.45 236.25 08/15/2019 Schincariol Bank Reconciliation - July 2019 0.10 20.00 08/22/2019 Rosen letter to City of Kingston 1.00 525.00 Di Pede- 08/23/2019 processed payment for Dickinson Wright for professional services done. 0.25 20.00 Mammoliti Term deposit maturing sent an email to Brahm: prepared fax request to re- Di Pede- invest the funds: once signed by Brahm faxed request to Tyler at BMO: 09/10/2019 1.25 100.00 Mammoliti scanned and saved fax confirmation and a copy of the term deposit certificate to the DM

called Tyler at BMO to confirm if term deposit was reinvested, received Di Pede- 09/11/2019 email confirming reinvestment of term deposit with interest. update 1.00 80.00 Mammoliti spreadsheet updated Ascend filed certificates in binder.

09/18/2019 Schincariol Bank Reconciliation - August 20 I 9 0.10 20.00 10/10/2019 Schincariol Bank Reconciliation - September 20 I 9 0.10 20.00 Di Pede- 10/18/2019 prepared cover to send with signed orders and set up courier 0.30 24.00 Mammoliti

22 of 23 124

Date Last Name Description Hours Fees dealing with lien and holdback issue including consent re order: letter to City 10/18/2019 Rosen 1.00 525.00 of Kingston re holdback 10/21/2019 Rosen emails from Vic Vadergust office re liens matters 0.20 105.00 10/23/2019 Rosen email exchange with City of Kingston 0.10 52.50 Di Pede- 10/30/2019 processed payment for RGI fees 0.15 12.00 Mammoliti

11/07/2019 Rosen call with City of Kingston and review of letter from City and response 0.60 315.00

11/08/2019 Rosen review email from Kingston and forward to HarbourEdge 0.30 157.50

email from Vic Vandergus re holdback funds; review endorsement and order 01/31/2020 Rosen 0.45 236.25 re holdback; response to Vandergus; email to Lisa Corne

02/03/2020 Rosen call with Vic Vandergus 0.10 52.50 03/06/2020 Rosen respond to email from Robbie Broad 0.20 105.00

03/27/2020 Rosen receiver's reports Southwinds and Harden; email to Vic Vandergus 1.00 525.00

03/30/2020 Rosen Harnden SRO and report 0.75 393.75 04/16/2020 Rosen follow up letter to Kingston 0.50 262.50 05/07/2020 Rosen SRO and Affidavit of fees 0.80 420.00

review affidavit from Vic Vandergust re holdback; review composition of 06/04/2020 Rosen 1.00 525.00 holdbacks and court order; resending email to VV

06/l l/2020 Rosen email to Lisa Corne 0.05 26.25 06/19/2020 Rosen emails from and to Lisa Corne re motion 0.25 131.25 06/22/2020 Rosen emails from and to Lisa Corne 0.25 131.25 06/24/2020 Rosen call with Lisa Corne re report; follow up with City of Kingston 0.65 341.25 emails from Andrew Resson from City of Kingston re LC and response; 06/25/2020 Rosen 1.45 761.25 report 06/29/2020 Rosen report; 0.70 367.50 06/30/2020 Rosen complete SRO 0.20 105.00 07/03/2020 Rosen report I.IO 577.50 07/07/2020 Rosen review email from City of Kingston; report 0.70 367.50 Di Pede- 07/13/2020 time billing 0.75 60.00 Mammoliti 07/13/2020 Rosen report to court 2.60 1,365.00 Di Pede- 07/14/2020 time billing 0.75 60.00 Mammoliti 07/14/2020 Rosen report to court 2.10 l.102.50 07/15/2020 Rosen report l.67 876.75 07/16/2020 Rosen report 1.45 761.25 07/23/2020 Rosen report to court l.70 892.50 07/24/2020 Rosen report to court 3.00 l.575.00 07/30/2020 Rosen report to court 2.75 l.443.75 08/10/2020 Rosen finalize draft report; including compling appendices 3.20 1,680.00 08/17/2020 Rosen review letter from Vic Vandergust; call with Lisa Corne 0.25 131.25 1,128.67 324,226.00

23 of 23 125

Appendix “L”

126

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

B E T W E E N:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

-and-

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

FEE AFFIDAVIT (Sworn August 24, 2020)

I, LISA CORNE, of the City of Toronto, in the Province of Ontario, MAKE OATH

AND SAY AS FOLLOWS:

1. I am a partner with the law firm of Dickinson Wright LLP (“DW”). I have personal

knowledge of the matters to which I hereinafter depose unless such knowledge is stated to be

based on information received from other sources, in which case, I believe such information to

be true. 127

2. DW has acted as independent counsel to Rosen Goldberg Inc. (the “Receiver”), in its

capacity as Court-appointed receiver of the assets, undertakings and properties of Harnden

Enterprises Incorporated and Southwinds Enterprises Limited (collectively, the “Debtors”).

3. DW’s fees and disbursements in connection with this matter for the period from March 4,

2015 to August 21, 2020 total $165,482.50, including HST. Attached hereto and marked as

Exhibit “A” are true copies of DW’s accounts for the period indicated.

4. Attached as Exhibit “B” is a chart which summarizes the expertise and area of practice

of the lawyers involved in rendering services to the Receiver, their hourly rates charged to the

Receiver, as well as the average hourly rate charged.

5. I am advised by David Preger, the lawyer in our office responsible for this file, and verily believe, that the estimated fees and disbursements to be incurred by DW in order to complete this matter will be approximately $5,000.

SWORN BEFORE ME via video conference at the City of Toronto, in the Province of Ontario this 24th day of August, 2020.

Commissioner for Taking Affidavits LISA CORNE (or as may be) 128

This is Exhibit A referred to in the Affidavit of Lisa Corne sworn August 24, 2020. ~ Commissionel'/01· Taking Affidavits (of' as may be) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA M5L 1 G4 129 DICKINSONfN'RIGHTur TELEPHONE: (416) 777-0101 http://www. di ckinsonwri g ht. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: MARCH 4, 2015 INVOICE NO.: 981814 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH MARCH 4, 2015 CAD

TOTAL FEES CURRENT INVOICE ...... $ 26,498.00

TOTAL DISBURSEMENTS CURRENT INVOICE ...... $ 2,046.84

HST- ONTARIO ...... $ 3,710.83

TOTAL CURRENT INVOICE ...... $ 32,255.67

Mail To:

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1 G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCA T2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA M5L 1 G4 130 D ICKIN SONfN"RIGHTLLI' TELEPHONE: (416) 777~0101 http://www, di ckinsonwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: MARCH 4, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 981814 LIMITED PAGE2 CLIENT/MATTER N0.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

01/13/15 BG Instructions from David Preger; subsearch title to Kingston 1.0 150.00 properties; 01/13/15 BG Instructions from David Preger; order title documents; 0.5 75.00 01/13/15 OPP Review file materials, email to Robbie Broad to request 4.1 2,255.00 copies of further documents, review PPSA searches and parcel abstracts, email to Brahm Rosen to request copy of appraisal 01/14/15 OPP Prepare affidavit of Robert Brockwell 1.1 605.00 01/14/15 OPP Emails to and from Robbie Broad, email to Vic Vandergust, 2.1 1,155.00 continued preparation of affidavit 01/14/15 OPP Receive and review appraisal, emails to and from Robbie 1.1 605.00 Broad 01/15/15 OPP Prepare affidavit of Robert Brockwell 3.9 2,145.00 01/15/15 MJB Meeting with D. Preger to receive instructions on preparing 6.0 1,530.00 loan advance analysis; review and analyze loan advance statement; review backup documentation and invoices; review holdback provisions of construction lien act; e-mail to D. Preger advising of deficiencies in backup documentation provided; draft portion of affidavit pertaining to advances and holdback; calculate total amounts of various grouped advances; ensure numbers consistent; review and edit portion of affidavit; e-mail to D. Prefer explaining tracing analysis and outstanding issues for affidavit; 01/15/15 OPP Emails from and to Robbie Broad, emails from and to Vic 1.1 605.00 Vandergust, continued preparation of affidavit, emails to and from Michael Brzezinski 01/16/15 MJB E-mail to R. Broad requesting further documentation; 0.7 178.50 review further documentation provided by client regarding initial advance; update portion of affidavit pertaining to advances; 01/16/15 OPP Emails from and to Robbie Broad, continued preparation of 1.4 770.00 affidavit 01/19/15 OPP Numerous emails from and to Be Lieu, review realization 2.8 1,540.00 analysis, review offers, lengthy conference call with Brahm Rosen and Be Lieu 01/20/15 MJB Review all backup documentation and cheques provided by 2.9 739.50 Harbour Edge; continue drafting affidavit in support of receivership application; IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL131 STATION TORONTO, ON CANADA MSL 1 G4 DICKINSONfRJGHTLLI' TELEPHONE: (416) 777~0101 http://www. di ckinsonwri ght, com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: MARCH 4, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 981814 LIMITED PAGE3 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

01/22/15 MJB Meeting with D. Preger to review status and content of 0.9 229.50 affidavit; drafting affidavit; e-mail to R. Broad regarding missing backup information; 01/22/15 DPP Emails from and to Robbie Broad 0.3 165.00 01/23/15 BG Instructions from Michael Brzezinski; attend to PIN 1.0 150.00 searches; 01/23/15 MJB Conference call with R. Broad regarding backup 0.6 153.00 documentation and details for affidavit; continue to revise affidavit; 01/25/15 MJB Continue review of back up documentation; revise affidavit 1.7 433.50 in accordance with further information provided by R. Broad; organize and compile affidavits pertaining to advances under the loan; 01/26/15 MJB Review discharges of BMO mortgage and Morven lien; 0.1 25.50 01/26/15 BG Instructions from Michael Brezinski; order title documents; 0.3 45.00 01/27/15 MJB Revise affidavit of R. Brockwell to remove imbedded charts 0.8 204.00 and refer to them as exhibits; discussion with D. Preger regarding affidavit; review, organize and collate exhibits to affidavit; 01/28/15 MJB Meeting with D. Preger to review and revise draft affidavit; 1.0 255.00 independent revision of affidavit; 01/28/15 DPP Revise affidavit 1.5 825.00 01/29/15 PLG Obtain copies of Instruments Nos. FR784429 and 0.1 17.00 FC150695 from Teraview; save copies to directory; • 01/29/15 MJB Meeting with D. Preger to continue revisions to affidavit in 1.4 357.00 support of application to appoint receiver; review affidavit; arrange and confirm all exhibits properly ordered and complete; 01/29/15 DPP Review and revise Affidavit of Robert Brockwell, meeting 2.5 1,375.00 with Michael Brzezinski, email to Robbie Broad 01/30/15 MJB Conference with V. Vandergust and D. Preger regarding 0.4 102.00 prior attempt to appoint Rosen as receiver and jurisdiction for current receivership application; 01/30/15 DPP Conference call with Vic Vandergust and Michael 0.8 440.00 Brzezinski, receive and review email from Vic Vandergust, email to Vic Vandergust 02/02/15 DPP Obtain and review construction liens and certificate of 0.3 165.00 action 02/05/15 DPP Prepare Notice of Application and draft Order appointing 2.5 1,375.00 receiver, email to Vic Vandergust IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA MSL 1G4 132 DICKINSONf/VPJGHTLLP TELEPHONE: {416) 777~0101 http://www. dicki n sonwri ght. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: MARCH 4, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 981814 LIMITED PAGE4 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

02/06/15 OPP Telephone conference with Vic Vandergust, amend affidavit 1.1 605.00 of Larry Dunn, email amended affidavit of Larry Dunn to Vic Vandergust, emails to and from Vic Vandergust, numerous telephone conferences with Joe DiPietro at Commercial List 02/09/15 OPP Emails from and to Vic Vandergust, locate James 1.2 660.00 McDonald in Kingston to act as Vic Vandergust's agent, telephone conference with Vic Vandergust, emails to and from James McDonald, telephone conference with James McDonald 02/10/15 OPP Emails from and to James McDonald, set return date of 0.4 220.00 hearing for February 26, 2015 02/12/15 OPP Email to James McDonald 0.2 110.00 02/13/15 OPP Email to James McDonald, emails from and to Vic 0.4 220.00 Vandergust 02/15/15 OPP Emails from and to Vic Vandergust 0.1 55.00 02/17/15 OPP Emails from and to James McDonald 1.0 550.00 02/18/15 OPP Emails from and to Larry Dunn 0.1 55.00 02/19/15 OPP Email to Lisa Corne and Michael Brzezinski to prepare 0.4 220.00 factum, emails from and to Vic Vandergust 02/19/15 MJB Meeting with L. Corne to discuss file background and 6.4 1,632.00 preparation offactum; e-mail to D. Preger; review Notice of Application; review affidavit of L. Dunn; review and analyze mortgage and commitments; review relevant provisions of Construction Lien Act; research case law on appointment and powers of construction lien trustee; draft facts portion of factum; draft law and argument portion of factum; finalize first draft of factum; format and organize factum; 02/20/15 OPP Review and revise factum, emails to and from Michael 1.5 825.00 Brzezinski 02/20/15 MJB Final review of Factum and edit; minor revisions; add all 2.3 586.50 citations for facts; correspondence with D. Preger regarding factum; conference call with V. Vandergust regarding service of factum; prepare Book of Authorities; coordinate service of factum with V. Vandergust; 02/20/15 LSC Review and revise factum in support of receivership 1.5 825.00 application 02/21/15 OPP Emails from and to Vic Vandergust 0.2 110.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA M5L 1 G4 133 DICKINSONf/VR1GHTLLI' TELEPHONE: {416) 777-0101 http://www. dicki n sonwri ght. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: MARCH 4, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 981814 LIMITED PAGE5 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

02/23/15 DPP Emails from and to Vic Vandergust, James McDonald, 1.5 825.00 Brahm Rosen, conference call with Vic Vandergust and James McDonald, emails from and to Vic Vandergust 02/24/15 DPP Emails to and from Brahm Rosen, telephone conference 0.6 330.00 with Brahm Rosen

TOTAL FEES 63.8 $ 26,498.00

DATE DISBURSEMENTS VALUE

01/13/15 Recording/Search/Filing Fee Teraview Daap Activity 138.00 01/13/15 Legal Services Of Others - Vendor: Esc Corporate Services Ltd.--03-Lgl - Paid To Ppsa 96.00 Searches Inv# E865997 Date: 01/13/2015 01/25/15 Recording/Search/Filing Fee Teraview Daap Activity 122.00 01/27/15 Recording/Search/Filing Fee Teraview Daap Activity 6.00 02/01/15 Recording/Search/Filing Fee Teraview Dapp Activity 6.00 02/03/15 Recording/Search/Filing Fee Teraview Daap Activity 15.00 Document and CD Duplication 1,183.96 Computerized LGL Research 98.50 Reproduction - Inside Firm 381.38

TOTAL DISBURSEMENTS $ 2,046.84

HST- ONTARIO $ 3,710.83

TOTAL CURRENT INVOICE $ 32,255.67

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

PATRICIA L. GERRIE ASSISTANT 170.00 0.10 17.00 LISA S. CORNE PARTNER 550.00 1.50 825.00 DAVID P. PREGER PARTNER 550.00 34.20 18,810.00 MICHAEL J. BRZEZINSKI ASSOCIATE 255.00 25.20 6,426.00 BEVERLEY GABBIDON LEGAL CLERK 150.00 2.80 420.00 TOTAL FEES CURRENT INVOICE 63.80 $ 26,498.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL134 STATION C TORONTO, ON CANADA M5L 1 G4 DICKINSON"f/'/RJGHTLLP TELEPHONE: {416) 777-0101 http://www. dickin sonwri ght. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: MARCH 4, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 981814 LIMITED PAGE 6 CLIENT/MATTER NO.:041225-00143

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA M5L 1 G4 135 DICKINSONfN'RJGHTLLI' TELEPHONE: (416) 777~0101 http ://www, di ckin sonwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: APRIL 14, 2015 INVOICE NO.: 992083 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH APRIL 14, 2015 CAD

TOTAL FEES CURRENT INVOICE...... $ 21,433.00

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 1,366.92

HST - ONTARIO...... $ 2,932.66 TOTAL CURRENT INVOICE...... $ ----'----~25,732.58

Mail To:

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ,<; TORONTO, ON CANADA M5L 1 G4 136 DICKINSONrvruGHTLLI' TELEPHONE: (416) 777-0101 http://www. dick in sonwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 14, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 992083 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE 02/07/15 DPP Email to Vic Vandergust to advise Justice Newbould has 0.3 165.00 refused to pe1Tnit application to be heard in the Commercial List and to suggest matter should proceed in Kingston 02/25/15 DPP Emails to and from James McDonald, telephone 4.0 2,200.00 conference with James McDonald, revise Order appointing receiver, review materials in preparation for Court appearance, travel to Kingston 02/26/15 DPP Meeting with James McDonald at his office, prepare him for 6.4 3,520.00 application, court appearance before Minnema J., attend at James McDonald's with Howard Manis and James McDonald to draft order appointing Rosen Goldberg Inc. as monitor, telephone conference with Vic Vandergust, telephone conference with Brahm Rosen, return to Toronto, receive and review issued and entered order 02/27/15 DPP Receive and review email from Be Hai Lieu to Ken 0.8 440.00 Harnden, receive and review email from Brahm Rosen to Howard Manis, receive and review email from Anita Harnden to Be Hai Lieu, receive and review email from Howard Manis, receive and review email from Vic Vandergust, receive and review email from Brahm Rosen 03/03/15 DPP Email to and from Brahm Rosen, telephone conference with 0.6 330.00 Be Lieu regarding her attendance in Kingston 03/11/15 MJB Complete and detailed review of first draft of supplemental 1.1 280.50 report to first report of the receiver; meeting with D. Preger to discuss how to address concerns raised in Mitchell letter; revise first draft of supplemental report to first report of the receiver; 03/12/15 DPP Emails from and to Brahm Rosen, telephone conference 0.5 275.00 with Brahm Rosen regarding potential interest on part of Springer family 03/13/15 DPP Receive and review draft memo to HarbourEdge from Be 0.6 330.00 Lieu, telephone conference with Be Lieu, prepare suggested revisions, email to Be Lieu 03/17/15 DPP Emails from and to Brahm Rosen regarding status of $20K 0.2 110.00 payment due March 16, 2015 03/18/15 DPP Receive and review email from Brahm Rosen regarding 1.5 825.00 $10K payment from Debtors' account to Howard Manis, receive and review Debtors' Responding Application Record, emails to and from Brahm Rosen, receive and review email from Vic Vandergust, emails form and to James MacDonald IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.-: TORONTO, ON CANADA MSL 1 G4 137 DICKINSON'fVR.lGHTLLI' TELEPHONE: (416) 777~0101 http://www. dick in sonwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 14, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 992083 LIMITED PAGE3 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

03/19/15 DPP Emails from and to Brahm Rosen, Vic Vandergust and 2.0 1,100.00 Larry Dunn, receive and review numerous background emails from Robbie Broad, telephone conference with Brahm Rosen, receive and review draft affidavit from Tim Dwyer, telephone conference with Vic Vandergust, emails to and from Vic Vandergust 03/20/15 DPP Emails to and from Vic Vandergust, Robbie Broad and 0.5 275.00 Diane Buchanan 03/21/15 DPP Emails from and to Be Lieu and Brahm Rosen 0.2 110.00 03/23/15 DPP Receive and review draft Monitor's Report to Court from Be 3.5 1,925.00 Lieu, prepare suggested revisions to Report, email to Be Lieu, numerous telephone conferences with Be Lieu, email to Vic Vandergust, receive and review Reply Application Record of HarbourEdge, receive and review transcript of cross-examination of Anita Harnden 03/24/15 DPP Receive and review revised Monitor's Report from Be Lieu, 2.9 1,595.00 numerous telephone conferences with Be Lieu to discuss further revisions and additions to Report, instruct Christina Corrente to attend to service and filing of Monitor's Report in Kingston 03/24/15 DPP Emails from and to Brahm Rosen, emails from Vic 0.4 220.00 Vandergust, telephone conference with Vic Vandergust 03/25/15 DPP Revise Order appointing receiver to refer to all materials 3.1 1,705.00 filed and to provide for discharge of Rosen Goldberg Inc. as Monitor, email to Brahm Rosen et al., email to Joel Ross to request url address for service, review all materials filed in preparation for hearing of application in Kingston on March 27,2015 03/26/15 DPP Travel to Kingston, attend in Court before the Honourable 9.1 5,005.00 Mr. Justice McLean on hearing of application to appoint receiver, return to Toronto 03/27/15 DPP Email to Vic Vandergust and Howard Manis attaching Order 0.2 110.00 of McLean J. and requesting that Mr. Manis ensure the Harndens cooperate with the Receiver 03/30/15 DPP Emails to and from Brahm Rosen 0.1 55.00 03/31/15 DPP Conference with Marc Lean, instruct to register notice of 0.2 110.00 Order of McLean K. on title to parcels 04/01/15 MAL To review of file, to review of application record, to review 1.3 747.50 of title, to review of order, to preparation of teraview documents, to registration of order

TOTAL FEES 39.5 $ 21,433.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL138 STATION ~ TORONTO, ON CANADA MSL 1 G4 DICKINSON"fVRJGHTLLI' TELEPHONE: (416) 777-0101 http://www. d icki n s onwri g ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 14, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 992083 LIMITED PAGE4 CLIENT/MATTER N0.:041225-00143

DATE DISBURSEMENTS VALUE

02/06/15 Tax Exempt Filing/Registration Fees - Vendor: Minister Of Finance--03-Lgl - To Issue Notice 181.00 Of Application Inv# 2062015dpp Date: 02/06/2015 - Will Be Voided 02/25/15 Travel Expenses Hotel - Parking - David P. Preger 18.00 02/25/15 Travel Expenses Lodging - David P. Preger 173.43 02/25/15 Travel Expenses Mileage - David P. Preger 186.81 03/05/15 Legal Services Of Others - Vendor: Canadian Process Serving lnc.--03-Lgl - Paid To 137.35 Process Server's Fee To Serve Application Record In Puslinch, Ontario Inv# 84675 Date: 03/05/2015 03/22/15 Recording/Search/Filing Fee - Vendor: Mcroberts Legal Services lnc.--03-Lgl - Re: 82.30 Harbouredge Mortgage Investment Corporation V Harnden Enterprises; Rush Service Of Application Record Onto Maximum Financial Services Inv# 1097302 Date: 03/22/2015 03/26/15 Travel Expenses Mileage - David P. Preger 186.81 04/01/15 Recording/Search/Filing Fee -- Vendor: Dickinson Wright Lip Teraview Ereg Activity 10.00 04/01/15 Tax Exempt Filing/Registration Fees -- Vendor: Dickinson Wright Lip Teraview Ereg Activity 60.00 Delivery Expense 204.22 Computerized LGL Research 123.50 Reproduction - Inside Firm 3.50

TOTAL DISBURSEMENTS $ 1,366.92

HST - ONTARIO $ 2,932.66

TOTAL CURRENT INVOICE $ --'2'"'5"",7.a.3;;;.;2 ..a.58"-

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

MARCA. LEAN PARTNER 575.00 1.30 747.50 DAVID P. PREGER PARTNER 550.00 37.10 20,405.00 MICHAEL J. BRZEZINSKI ASSOCIATE 255.00 1.10 280.50 TOTAL FEES CURRENT INVOICE 39.50 $ 21,433.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.: TORONTO, ON CANADA M5L 1 G4 139 DICKINSONfl'/RIGHTLLP TELEPHONE: (416) 777-0101 http://www.di ckinso nwri g ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 14, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 992083 LIMITED PAGES CLIENT/MATTER NO.:041225-00143

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.: TORONTO, ON CANADA M5L 1 G4 140 DICKINSONfA'"RJGHTLLP TELEPHONE: (416) 777~0101 http://www. di ckinsonwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: JUNE 30, 2015 INVOICE NO.: 1008903 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH JUNE 30, 2015 CAD

TOTAL FEES CURRENT INVOICE...... $ 14,529.00

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 1,312.06

HST- ONTARIO...... $ 2,051.54 ----"-'--""--'--- TOTAL CURRENT INVOICE...... $ ----'------17,892.60

&·•~<"'N"'~" ,,:,··:;;\~~,--_,,.~i'iill7LA-<.. "'45-!l:lil"';;'it."'\i'k"'"'"!lf :r,,..:~ .- "l:·t'1uf~>i: . ...., ! -,:I' __:, ___ 'A:tl•R-·~·1&·.,. L.tm· ___ t•o.P.,iJn1 ·--~·r·~t .. cu~-~9.0.tfB!'.a.,, -·,·y-· "'••--•*''ia'ilft:,t,~---~--- __ ·{'!.;¼ilizifi;,,

( Please Reference Invoice Numbers) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL141 STATION r.: TORONTO, ON CANADA M5L 1 G4 DICKINSONfv'F.JGHTLLP TELEPHONE: (416) 777~0101 http://www. di ck ins onwrig ht. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: JUNE 30, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1008903 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

04/16/15 DPP Email documents to be Be Hai Lieu, receive and review 0.3 165.00 promissory note in relation to air conditioning units, emails to Be Lieu and Lisa Corne 05/20/15 DPP Receive and review email from Brahm Rosen, telephone 0.2 110.00 conference with Brahm Rosen 05/25/15 DPP Conference with Kay Le, mail to Brahm Rosen to request 0.4 220.00 list of Debtors' personal property to be sold 05/25/15 KL Commenced to draft Form of Offer to Purchase PIN 36128- 1.0 225.00 0128, PIN 36265-0030, PIN 36265-0026 and PIN 36265- 0033; 05/26/15 DPP Conference with Kathy Le regarding Offer to Purchase 0.4 220.00 05/26/15 BG Instructions from Kathy Le; subsearch title to various 1.0 150.00 properties; 05/26/15 KL Reviewed PIN 36128-0128, PIN 36265-0030, PIN 36265- 3.3 742.50 0026 and 36265-0033; Reviewed and revised draft Form of Offer to Purchase PIN 36128-0128, PIN 36265-0030, PIN 36265-0026 and PIN 36265-0033;Discussions with D. Preger regarding same.· 05/26/15 MAL To registration of Order, review of title, preparation of 0.5 287.50 Acknowledgement and Direction, to e-mail to B. Rosen, to receipt of Acknowledgement and Direction 05/27/15 MAL To registrations 0.2 115.00 05/27/15 DPP Meeting with Kathy Le to review form of offer to purchase 0.4 220.00 05/27/15 KL Meeting with D. Preger to review draft Form of Offer to 1.0 225.00 Purchase PIN 36128-0128, PIN 36265-0030, PIN 36265- 0026 and PIN 36265-0033; Revised same; Correspondence with B. Lieu regarding personal property of Harnden. 05/28/15 DPP Emails from and to Kathy Le 0.1 55.00 05/28/15 DPP Email from and to Kathy Le 0.1 55.00 05/28/15 KL Meeting with M. Lean to discuss which instruments should 0.5 112.50 be deleted or permitted on the PINs; Revised Form of Offer to Purchase PIN 36128-0128, PIN 36265-0030, PIN 36265- 0026 and PIN 36265-0033 to reflect same; Voicemail for B. Lieu requesting clarification and correction of list of personal property of Harnden. 05/29/15 DPP Review and revise Receiver's form of offer to purchase 2.5 1,375.00 06/03/15 DPP Receive and review email from Be Hai Lieu regarding Ken 0.2 110.00 Harnden occupancy of house, email to Be Hai Lieu IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL142 STATION ~ TORONTO, ON CANADA M5l 1 G4 DICKINSONf/VRJGHTLLI' TELEPHONE: (416) 777•0101 http://www. dickin sonwrig h I.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: JUNE 30, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1008903 LIMITED PAGE3 CLIENT/MATTER NO.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

06/10/15 DPP Telephone conference with Brahm Rosen regarding 0.9 495.00 proposed sales process, email from Brahm Rosen, telephone conference with trial coordinator in Kingston, emails to and from Brahm Rosen 06/12/15 DPP Review and revise first report 1.8 990.00 06/12/15 LSC Review and revise first report of Receiver and email with 2.0 1,100.00 client re same ; prepare notice of motion for approval of sales process, and sealing order . review and finalize motion record and service list and arrange agent counsel in Kingston, 06/15/15 DPP Email to Jennifer Samuels and Christina Corrente regarding 0.1 55.00 service on Howard Manis 06/15/15 LSC Arrange service of motion record and email to agent in 1.0 550.00 Kingston regarding filing of motion record and confidential appraisals; email from counsel for respondents , 06/17/15 LSC Review email from counsel in Kingston regarding Judge's 1.2 660.00 request for case law and succinct submissions for court, and prepare same . 06/17/15 DPP Receive and review email from Vic Vandergust, telephone 0.2 110.00 conference with Vic Vandergust 06/18/15 LSC Drive to and from court in Kingston and attend before 8.0 4,400.00 Justice Belch on motion to approve sales process. 06/25/15 MJB Conference calls with J. Ross regarding amendment to 0.3 76.50 offer to purchase; discussion with D. Prefer regarding J. Ross's request for an amendment; 06/30/15 DPP Review appraisals, review Harbour Edge mortgage and PIN 3.1 1,705.00 parcels, numerous telephone conferences with Brahm Rosen, email to Brahm Rosen regarding PIN 36128-128

TOTAL FEES 30.7 $ 14,529.00

DATE DISBURSEMENTS VALUE

05/26/15 Recording/Search/Filing Fee Teraview Daap Activity 122.00 05/27/15 Recording/Search/Filing Fee - - Vendor: Dickinson Wright Lip Teraview Ereg Activity 10.00 05/27/15 Tax Exempt Filing/Registration Fees - - Vendor: Dickinson Wright Lip Teraview Ereg Activity 60.00 06/15/15 Recording/Search/Filing Fee File Motion Record Of The Receiver 127.00 06/15/15 Legal Services Of Others - Vendor: Cunningham, Swan, Carty, Little & Bonham Lip, In T-- 500.00 03-Lgl - Agent Fee For Filing Of Materials In Kingston Inv# 6152015Isc Date: 06/15/2015 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL143 STATION r.:- TORONTO, ON CANADA MSL 1 G4 0ICKINSONf/VR1GHTLLI' TELEPHONE: (416) 777-0101 http://www.dick in sonwrlg ht. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: JUNE 30, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1008903 LIMITED PAGE4 CLIENT/MATTER NO.:041225-00143

DATE DISBURSEMENTS VALUE

06/18/15 Travel Expenses Mileage - Lisa S. Corne 184.26 Delivery Expense 99.76 Reproduction - Inside Firm 209.04

TOTAL DISBURSEMENTS $ 1,312.06

HST- ONTARIO $ 2,051.54

TOTAL CURRENT INVOICE $ 17,892.60

TIMEKEEPER SUMMARY

TIMEKEEPER HOURS VALUE

MARCA. LEAN PARTNER 575.00 0.70 402.50 LISA S. CORNE PARTNER 550.00 12.20 6,710.00 DAVID P. PREGER PARTNER 550.00 10.70 5,885.00 MICHAEL J. BRZEZINSKI ASSOCIATE 255.00 0.30 76.50 KATHY LE ASSOCIATE 225.00 5.80 1,305.00 BEVERLEY GABBIDON LEGAL CLERK 150.00 1.00 150.00 TOTAL FEES CURRENT INVOICE 30.70 $ 14,529.00

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL144 STATION r:-; TORONTO, ON CANADA MSL 1G4 DICKINSON"'f/VRJGHTLLI' TELEPHONE: {416) 777-0101 http://www.dick in sonwright. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: OCTOBER 30, 2015 INVOICE NO.: 1035356 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH OCTOBER 30, 2015 CAD

TOTAL FEES CURRENT INVOICE...... $ 19,609.00

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 366.80

HST - ONTARIO...... $ ____2~,5_9_6._85_

TOTAL CURRENT INVOICE ...... $ __.....;2;;;2;.;,•.;;.57;.;2;.;,.6;;;5;.,...

This statement may reflect time and professional services rendered by attorneys or other legal personnel associated with the Firm's international or other affiliate(s). Such attorneys, who are licensed in other jurisdictions, are consulted and serve as legal advisors to the Firm based on their licensed status in such jurisdictions and expertise in particular legal specialties. M•ilf:t~iw.'~~!5 M~~~.,,;1i::;;.~~'A'.ft1Biffiltriiiic;'l.llfitr:tr{ltioit": , -~;-~~:'.~~ilS.,._atl!!~~·?"t~_;}§; ***Terms: Due and Pavable Uoon Receiot*** Mail To: Electronic Direct Deposits (EFT non-wire Wire Instructions: navmentsl: (Domestic On/v - Canada!: Dickinson Wright LLP Royal Bank of Canada Royal Bank of Canada 199 Bay Street 200 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Branch Number: 00002 Account#: 1056399 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

IP/ease Reference Invoice Numbers) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL145 STATION C TORONTO, ON CANADA MSL 1 G4 DICKINSONfl'/RIGHTLLI' TELEPHONE: (416) 777~0101 http://www.dick in sonwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: OCTOBER 30, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1035356 LIMITED PAGE2 CLIENT/MATTER N0.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

07/01/15 OPP Email to Brahm Rosen 0.2 110.00 07/02/15 OPP Emails from and to Joel Ross, telephone conference with 0.3 165.00 Joel Ross 07/03/15 OPP Receive and review Mendes Statement of Claim from Joel 0.4 220.00 Ross, telephone conference with Joel Ross, instruct Lisa Corne to write to Plaintiffs lawyer that action is stayed 07/06/15 LSC Review claim and letter to plaintiffs counsel regarding stay 0.7 385.00 of proceedings in receivership order 07/23/15 OPP Receive and review email from Howard Manis regarding 1.1 605.00 debtors' intention to refinance assets and discharge the Receiver, email to Howard Manis to request evidence of debtors' ability to refinance, receive and review email from Howard Manis, emails to and from Howard Manis, emails from and to Brahm Rosen, telephone conference with Howard Manis 07/23/15 OPP Receive and review email from Paul Brioux, telephone 0.2 110.00 conference with Joel Ross, email to Lisa Come and instruct her to write to him to advise of stay of proceedings 07/24/15 OPP Receive and review email from Brahm Rosen to Howard 1.1 605.00 Manis enclosing HabourEdge payout statement, telephone conference with Brahm Rosen, receive and review offer from third mortgagee, telephone conference with Brahm Rosen 07/24/15 OPP Emails to and from Howard Manis and Brahm Rosen, 0.7 385.00 telephone conference with Brahm Rosen 07/27/15 OPP Email from Brahm Rosen, telephone conference with 0.2 110.00 Brahm Rosen 07/28/15 OPP Receive and review email from Brahm Rosen to Larry Dunn 0.2 110.00 reporting on status of sales process 08/06/15 OPP Receive and review email from Brahm Rosen 0.1 55.00 08/07/15 OPP Email to Howard Manis 0.2 110.00 08/07/15 OPP Receive and review emails from Brahm Rosen and Joel 0.4 220.00 Ross, telephone conference with Joel Ross, email to Howard Manis to inquire whether he will be delivering proof if funds 08/07/15 OPP Emails to and from Brahm Rosen, telephone conference 0.4 220.00 with Brahm Rosen 08/11/15 OPP Receive and review email from Howard Manis 0.1 55.00 08/11/15 OPP Receive and review email from Howard Manis, telephone 0.3 165.00 conference with Joel Ross IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA MSL 1G4 146 DICKINSONf"RlGHTLLI' TELEPHONE: (416) 777-0101 http://www. di ckinsonwrig ht.com GST/HST NUMBER: 831204003 RT0001

DATE INITIALS SERVICES HOURS VALUE

08/12/15 OPP Receive and review email from Lou Vadala to Brahm 0.4 220.00 Rosen, telephone conference with Brahm Rosen 08/13/15 OPP Telephone conference with Brahm Rosen, conference call 1.1 605.00 with Brahm Rosen and Lou Vadala's assistant, email to Lou Vadala, receive and review email from Larry Dunn to Brahm Rosen, receive and review emails from Brahm Rosen and Howard Manis telephone conference with Brahm Rosen 08/14/15 OPP Receive and review email from Lou Vadala, email to Brahm 0.3 165.00 Rosen and Larry Dunn, emails from Brahm Rosen and Larry Dunn 08/15/15 OPP Emails from and to Larry Dunn 0.1 55.00 08/17/15 OPP Receive and review email from Howard Manis to Brahm 0.7 385.00 Rosen, forward to Larry Dunn, Conference call with Brahm Rosen and Larry Dunn regarding status of interest of third mortgagee and debtors' refinancing efforts 08/18/15 OPP Telephone conference with Lou Vadala, receive and review 0.3 165.00 email from Lou Vadala 08/19/15 OPP Telephone conference with Brahm Rosen, email to Howard 0.3 165.00 Manis to request that he attend a conference call to discuss the debtors' intentions 08/20/15 KL Meeting with D. Preger to review draft Offer to Purchase 2.4 540.00 1485 Westbrook Road, 3600 Genge Road, and 3651 Genge Road and instructions to revise same with particulars of offer from 1709927 Ontario Limited; Revised same; Discussions with M. Lean regarding registrations to be permitted; Telephone call with B. Rosen and D. Preger regarding leased equipment; Compared list of leased equipment as against list of personal property to determine whether the latter included items from the former; Correspondence to B. Rosen regarding same. 08/22/15 OPP Emails from and to Howard Manis 0.2 110.00 08/24/15 KL Telephone calls with J. Ross to confirm which items are to 0.2 45.00 be listed as personal property and as leased equipment; Revised Schedule D1 of Offer to Purchase 1485 Westbrook Road, 3600 Genge Road and 3651 Genge Road accordingly. 08/26/15 OPP Receive and review email from Brahm Rosen regarding his 0.1 55.00 discussion with Howard Manis 08/27/15 OPP Emails from and to Lou Vadala and Brahm Rosen 0.4 220.00 08/28/15 OPP Conference with Kathy Le, review and revise offer to 2.1 1,155.00 purchase for signature by third mortgage, emails to and from Brahm Rosen IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL147 STATION ~ TORONTO, ON CANADA M5L 1 G4 DICKINSONf'VRJGHTLLI' TELEPHONE: (416) 777~0101 http://www.di ckinsonwrlg ht. com GST/HST NUMBER: 831204003 RT0001

DATE INITIALS SERVICES HOURS VALUE

08/28/15 KL Meetings with D. Preger to review the Offer to Purchase 1.2 270.00 1485 Westbrook Road, 3600 and 3561 Genge Road; Revised same. 08/31/15 OPP Email from Brahm Rosen approving for of offer for 0.4 220.00 signature by third mortgagee, email form of offer which the Receiver is prepared to accept to Lou Vadala 09/09/15 OPP Telephone conference with Brahm Rosen, receive and 0.3 165.00 review email from Brahm Rosen to Lou Vadala 09/16/15 OPP Receive and review emails between Lou Vadala and Brahm 0.8 440.00 Rosen, telephone conference with Brahm Rosen, email to Lou Vadala, receive and review email from Lou Vadala, email to Lou Vadala advising that a credible offer is required 09/17/15 OPP Emails from and to Brahm Rosen, telephone conference 0.3 165.00 with Brahm Rosen 09/18/15 OPP Receive and review emails between Brahm Rosen and Lou 0.3 165.00 Vadala 09/22/15 OPP Receive and review offer fro Lou Vadala's client, telephone 0.5 275.00 conference with Brahm Rosen to determine if offer was accompanied with a deposit, receive and review emails between Brahm Rosen and Lou Vadala 09/24/15 OPP Receive and review email from Brahm Rosen, telephone 0.5 275.00 conference with Brahm Rosen, emails to and from Howard Manis and Frank Feaney regarding a conference call tomorrow 09/25/15 OPP Receive and review email from Brahm Rosen to Lou 1.2 660.00 Vadala, receive and review emails between Larry Dunn and Brahm Rosen, emails to and from Brahm Rosen, Howard Manis and Stephen Frank, conference call with Howard Manis, Brahm Rosen, Ken Harnden et al 09/27/15 OPP Prepare credit bid offer for all assets, email to Larry Dunn 2.5 1,375.00 requesting name of the company and inquiring whether he wants the Harbour mortgage security deleted from title on closing instead of being assumed · • • 09/28/15 OPP Receive and review email from Tom Jones to Larry Dunn, 0.6 330.00 receive and review emails between Larry Dunn and Brahm Rosen, conference call with Larry Dunn and Brahm Rosen 09/29/15 OPP Receive and review emails between Brahm Rosen and 0.7 385.00 Howard Manis regarding bankrupting debtors, telephone conference with Brahm Rosen, revise credit bid offer to purchase in accordance with Larry Dunn's advice yesterday, email clean and blacklined revised draft to Larry Dunn 199 BAY STREET, SUITE 2200 IN ACCOUNT WITH P.O. Box 447, COMMERCE COURT POSTAL148 STATION r.: TORONTO, ON CANADA M5L 1 G4 DICKINSONf/VRIGHTLLI' TELEPHONE: (416) 777~0101 http://www. di cki n sonwri ght. com GST/HST NUMBER: 831204003 RT0001

DATE INITIALS SERVICES HOURS VALUE

09/30/15 DPP Receive and review executed credit bid offer to purchase 0.8 440.00 from Larry Dunn, email to Howard Manis to advise that the Receiver has now received a credit bid offer from HarbourEdge and inviting his clients to make a real offer with a real cash deposit, receive and review email from Howard Manis, email to Lou Vadala to advise that the Receiver has now received a credit bid offer from HarbourEdge and inviting his clients to make a real offer with a real cash deposit, 10/01/15 DPP Emails from and to Lou Vadala regarding his inquiry as to 0.3 165.00 why no deposit is required under credit bid offer, telephone conference with Brahm Rosen 10/07/15 DPP Emails from and to Larry Dunn 0.1 55.00 10/09/15 LSC Telephone call from J. Ross, requesting priority opinion, 1.0 550.00 review file and order searches and review security documents in order to prepare security opinion 10/11/15 DPP Receive and review emails between Brahm Rosen and Lou 0.3 165.00 Vadala and Brahm Rosen and Larry Dunn 10/13/15 BG Instructions from Lisa Come; attend to title searches; 1.0 150.00 10/13/15 OJS Harnden Enterprises Incorporated; Southwinds Enterprises 0.4 84.00 Limited; obtained PPSA searches (verbal and certified) from the Ontario Ministry of Government Services; 10/13/15 LSC Review searches and security documents and prepare 2.5 1,375.00 opinion 10/15/15 BG Instructions from Lisa Come; order title documents; 0.3 45.00 10/15/15 LSC Review title search, security documents and liens, ppsa 3.6 1,980.00 searches and draft opinion regarding enforceability and priority of harbouredge security 10/15/15 DPP Conference with Lisa Corne, review and revise security 0.5 275.00 opinion 10/20/15 BG Instructions from Lisa Corne; order title documents; 0.3 45.00 10/20/15 LSC Review comments on draft opinion, review postponements 1.0 550.00 and and revise opinion 10/20/15 SJW Review and revise opinion 0.8 500.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL149 STATION r.: TORONTO, ON CANADA MSL 1 G4 DICKINSONf'YRIGHTLLI' TELEPHONE: (416) 777-0101 http://www. d ickinsonwri g ht. com GST/HST NUMBER: 831204003 RT0001

DATE INITIALS SERVICES HOURS VALUE

10/21/15 LSC Telephone call from Chaitons inquiring about letter of credit 1.6 880.00 posted by BMo and impact of proposed purchase, finalize security opinion 10/23/15 LSC Review email from chaitons regarding service of court 0.2 110.00 material and letter of credit posted by BMO and tenms of proposed sale

TOTAL FEES 39.2 $ 19,609.00

DATE DISBURSEMENTS VALUE

06/18/15 Travel Expenses Parking -Lisa S. Corne 7.45 10113115 Recording/Search/Filing Fee Teraview Daap Activity 120.00 10118/15 Recording/Search/Filing Fee Teraview Daap Activity 6.00 10/19/15 Recording/Search/Filing Fee - Vendor: Oncorp Direct, lnc.--03-Lgl - Southwinds Enterprises 20.00 Limited. Edd On Ppr Search Inv# 1251981 Date: 10/19/2015 10/19/15 Recording/Search/Filing Fee- Vendor: Oncorp Direct, lnc.--03-Lgl - Harnden Enterprises 18.00 Incorporated. Edd On Ppr Search - Certificate Inv# 1251981 Date: 10/19/2015 10119/15 Recording/Search/Filing Fee-Vendor: Oncorp Direct, lnc.--03-Lgl - Harnden Enterprises 20.00 Incorporated. Ed On Ppr Search Inv# 1251981 Date: 10/19/2015 10/19115 Recording/Search/Filing Fee- Vendor: Oncorp Direct, lnc.--03-Lgl-Southwinds Enterprises 18.00 Limited. Edd On Ppr Search - Certificate Inv# 1251981 Date: 10/19/2015 10120/15 Recording/Search/Filing Fee Teraview Daap Activity 9.00 Reproduction - Inside Firm 148.35

TOTAL DISBURSEMENTS $ 366.80

HST- ONTARIO $ 2,596.85

TOTAL CURRENT INVOICE $ 22,572.65 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL150 STATION r.: TORONTO, ON CANADA MSL 1G4 DICKINSONf/VRJGHTLLP TELEPHONE: (416) 777~0101 http://www. d icki n sonwright. com GST/HST NUMBER: 831204003 RT0001

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

STEWART J. WALLACE PARTNER 625.00 0.80 500.00 LISA S. CORNE PARTNER 550.00 10.60 5,830.00 DAVID P. PREGER PARTNER 550.00 22.00 12,100.00 KATHY LE ASSOCIATE 225.00 3.80 855.00 OLGA J. SUMMERS LEGAL CLERK 210.00 0.40 84.00 BEVERLEY GABBIDON LEGAL CLERK 150.00 1.60 240.00 TOTAL FEES CURRENT INVOICE 39.20 $ 19,609.00

PLEASE NOTE THAT THIS ACCOUNT JS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL151 STATION /,;-- TORONTO, ON CANADA MSL 1 G4 DICKINSONf'{R1GHTLLP TELEPHONE: (416) 777~0101 http://www. dick in sonwrig ht. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: NOVEMBER 30, 2015 INVOICE NO.: 1042327 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH NOVEMBER 30, 2015 CAO

TOTAL FEES CURRENT INVOICE...... $ 13,441.00

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 505.98

HST - ONTARIO ...... $ 1,796.60 ----"---'--'--'-'--'---- TOTAL CURRENT INVOICE...... $ 15,743.58

This statement may reflect time and professional services rendered by attorneys or other legal personnel associated with the Firm's international or other affiliate(s). Such attorneys, who are licensed in other jurisdictions, are consulted and serve as legal advisors to the Firm based on their licensed status in such jurisdictions and expertise in particular legal specialties. ,tf,,,.-.W-1"""rt:1i&&~:.{1Ji~&,;t,Ji1a:is:~0Jsem1ttifi'c~inifruct1on•..- rT 1 · lf,~'ll"•r&?.~C~f.--111'7:; """*Terms: Due and Pavable Uoon Receiot*** Mail To: Electronic Direct Deposits (EFT non-wire Wire Instructions: 11avments): /Domestic Onlv - Canada): Dickinson Wright LLP Royal Bank of Canada Royal Bank of Canada 199 Bay Street 200 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Bank Number: 003 Toronto, ON, M5L 1 G4 Branch Number: 00002 Branch Number: 00002 Account#: 1056399 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code:I/CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

/Please Reference Invoice Numbers) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ,.-; TORONTO, ON CANADA MSL 1G4 152 DICKINSONf/YRIGHTLLI' TELEPHONE: (416) 777~0101 http://www. dickin sonwrlght. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: NOVEMBER 30, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1042327 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

10/15/15 KBM Receipt of and delivery to L. Corne PPSA Certificates re 0.1 21.00 Southwinds Enterprises Limited and Harnden Enterprises Incorporated; 11/09/15 LSC Review email from B. Rosen and arrange court date in 0.4 220.00 Kingston for sale approval motion 11/11/15 LSC Reviewing and revising draft Receiver's report and emails 3.0 1,650.00 with B. Rosen regarding same ; preparing draft order and notice of motion, updating seivice list 11/12/15 LSC Review R & D statement, and correspondence with counsel 3.5 1,925.00 for second mortgagee , email sand telephone calls with b. Rosen and J. Ross, and continue preparation of sale approval motion material 11/12/15 OPP Email to Lisa Corne and Brahm Rosen 0.1 55.00 11/23/15 LSC Review email from counsel for Harbouredge regarding 3.5 1,925.00 construction liens, review liens, email to counsel for lien claimants, prepare revised draft Order and review issues relating to cash required on closing 11/25/15 LSC Prepare for motion in Kingston, telephone calls, and emails 3.7 2,035.00 to counsel for lien claimants, and second mortgagee, revise draft order and circulate same . 11/26/15 LSC Attend in Court in Kingston to obtain Sale Approval and 10.2 5,610.00 Vesting Order, discussions with counsel for lien claimants, e-mail to client.

TOTAL FEES 24.5 $ 13,441.00

DATE DISBURSEMENTS VALUE

11/16/15 Tax Exempt Filing/Registration Fees File Motion Record With Kingston Court, 5 Court 127.00 Street, Kingston On Reproduction - Inside Firm 129.43 Document and CD Duplication 249.55

TOTAL DISBURSEMENTS $ 505.98

HST - ONTARIO $ 1,796.60

TOTAL CURRENT INVOICE $ 15,743.58 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.':" TORONTO, ON CANADA M5L 1 G4 153 DICKINSONf/VR1GHTLLI' TELEPHONE: {416) 777-0101 http://www.dickin sonwri ght. com GST/HST NUMBER: 831204003 RT0001

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

LISA S. CORNE PARTNER 550.00 19.90 10,945.00 DAVID P. PREGER PARTNER 550.00 0.10 55.00 KATHLEEN B. MCDONALD LEGAL CLERK 210.00 0.10 21.00 TOTAL FEES CURRENT INVOICE 24.50 $ 13,441.00

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL154 STATION r.: TORONTO, ON CANADA M5L 1G4 DICKINSONf'VR.1.GHTLLI' TELEPHONE: (416) 777-0101 http://www. dicki n sonwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: DECEMBER 31, 2015 INVOICE NO.: 1050038 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENT/AL

FOR PROFESSIONAL SERVICES THROUGH DECEMBER 31, 2015 CAD

TOTAL FEES CURRENT INVOICE...... $ 550.00

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 313.52

HST- ONTARIO...... $ 112.26 TOTAL CURRENT INVOICE...... $ ____ ..;.;..;.;.;...;..._975.78

Mail To:

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code:I/CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.: TORONTO, ON CANADA MSL 1 G4 155 DICKINSONf/VRJGHTLLI' TELEPHONE: (416) 777M0101 http://www. di ck ins onwrl ght. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: DECEMBER 31, 2015 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1050038 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE 12/14/15 LSC Review sale agreement, and email to J. McKean regarding 0.2 110.00 closing real estate sale 12/18/15 LSC Telephone call from J. Ross regarding violation of zoning 0.8 440.00 by law and review correspondence and email to J. Ross in response

TOTAL FEES 1.0 $ 550.00

DATE DISBURSEMENTS VALUE

11 /26/15 Travel Expenses Parking - Lisa S. Corne 4.00 11/26/15 Travel Expenses Mileage - Lisa S. Corne 184.26 Delivery Expense 101.47 Reproduction - Inside Firm 23.79

TOTAL DISBURSEMENTS $ 313.52

HST- ONTARIO $ 112.26

TOTAL CURRENT INVOICE $ ---"9;,;.7.;;.;5•,;.,.78;;.,,,..

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

LISA S. CORNE PARTNER 550.00 1.00 550.00 TOTAL FEES CURRENT INVOICE 1.00 $ __5.;;.;5;;;;0"".0"'0--1

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r:-; TORONTO, ON CANADA M5L 1 G4 156 DICKINSON"'fVRJGHTLLI' TELEPHONE: (416) 777-0101 http://www. di ckinsonwrl g ht.com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: APRIL 5, 2016 INVOICE NO.: 1069706 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH APRIL 5, 2016 CAD

TOTAL FEES CURRENT INVOICE ...... $ 19,279.50

TOTAL DISBURSEMENTS CURRENT INVOICE...... $ 65.22

HST - ONTARIO...... $ 2,538.34 TOTAL CURRENT INVOICE...... $ ----'-----21,883.06

This statement may reflect time and professional services rendered by attorneys or other legal personnel associated with the Firm's international or other affi/iate(s). Such attorneys, who are licensed in other jurisdictions, are consulted and serve as legal advisors to the Firm based on their licensed status in such jurisdictions and expertise in particular legal specialties. t~llf~~~,1ttll:i:-~p,fn~Q~Kinliftilm~Juirr'!fl1t!'liii•C/;~~~'!!.l¥'!':':~•1;.;~-tll '''Terms: Due and Pavable Uoon Receiot"' Mail To: Electronic Direct Deposits (EFT non-wire Wire Instructions: oavments): /Domestic Onlv - Canada): Dickinson Wright LLP Royal Bank of Canada Royal Bank of Canada 199 Bay Street 200 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Branch Number: 00002 Account#: 1056399 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code:I/CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

(Please Reference Invoice Numbers) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL157 STATION r.:- TORONTO, ON CANADA M5L 1 G4 0ICKINSONf/VR1GHTLLI' TELEPHONE: (416) 777-0101 http://www. d ickinsonwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 5, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1069706 LIMITED PAGE2 CLIENT/MATTER N0.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

01/04/16 JMM Email to and form L. Corne re status offile 0.1 57.50 01/22/16 JMM Email from L. Corne re closing, review of offer to purchase, 2.5 1,437.50 review of vesting order, meet A. Schwarz 01/25/16 AJZ Interoffice meetings with J. McKean; Reviewed Vesting 4.3 1,118.00 Order and Offer to Purchase; Prepared Closing Agenda; Revised Closing Agenda; Phone call with Purchaser's counsel; Sent closing agenda and Offer to Purchaser's counsel; Email to J. McKean re outstanding questions; Emails with Purchaser' counsel; Prepared closing documents. 01/25/16 JMM Meet A. Schwarz re agenda, vesting order, call purchaser 1.6 920.00 counsel, emails to and from A. Schwarz re closing issues 01/26/16 OPP Receive and review email from Brahm Rosen, review file 0.6 345.00 materials, email to Brahm Rosen, conference call with Brahm Rosen and Vic Vandergust, briefiy with Larry Dunn 01/26/16 AJZ Emails with Purchaser's counsel; Emails from J. Ross; 0.4 104.00 Interoffice meetings with J. McKean. 01/26/16 JMM Meet A. Schwarz re closing documents, call J. Ross re 2.1 1,207.50 closing issues and adjustments, call purchaser counsel, review of agenda 01/27/16 AJZ Interoffice meetings with J. McKean; Prepared and revised 4.3 1,118.00 closing documents; Phone calls and emails with Purchaser's counsel; Emails and phone calls with client. 01/27/16 AJZ Amended closing documents; Reviewed materials from 1.3 338.00 Rosen Goldberg including leases and closing costs; Interoffice meetings with J. McKean; 01/27/16 JMM Meet A. Schwarz re closing documents and calls to J. Ross 1.5 862.50 and purchaser counsel and emails to and form Purchaser counsel 01/28/16 JMM Calls and emails to A. Schwarz re closing 0.9 517.50 01/28/16 MAL To conversation with A. Schwarz and to e-mail to J. Ross 0.2 118.00 regarding HST 01/28/16 MAL To e-mail from J. Ross and train regarding HST 0.1 59.00 01/28/16 MAL To e-mail to J. Ross re outstanding issues 0.3 177.00 01/28/16 AJZ Emails and phone calls with client; Emails and phone calls 3.7 962.00 with Purchaser's counsel; Amended closing documents; Interoffice meetings, phone calls and emails with M. Lean; Revised closing documents; Coordinated closing matters. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL158 STATION ~ TORONTO, ON CANADA M5L 1 G4 DICKINSONfi{RIGHTLLI' TELEPHONE: (416) 777-0101 http://www. di ckinso nwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 5, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1069706 LIMITED PAGE3 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

01/28/16 MAL To matters related to sale, including registration issues, 1.5 885.00 statement of adjustments, real property taxes, undertakings, assignments, review of leases, review of aps, to telephone call Joel Ross, to conference call with Purchasing Counsel 01/29/16 OPP Receive and review email from Alex Schwarz, conference 0.3 172.50 with Alex Schwarz 01/29/16 MAL To telephone conference calls with Purchasing counsel 2.5 1,475.00 Vandergust, and office, to registration issues, to confirmation of funding, to adjustment issues, to extended transaction, to telephone conversations with J. Ross, to telephone conversations with B. Ross, to issues related to insurance 01/29/16 AJZ Coordinated closing matters; Reviewed and finalized 3.2 832.00 closing documents; Interoffice meetings with M. Lean; Phone calls and emails with purchaser's counsel; Phone calls and emails with client; Coordinated funding matters. 02/01/16 AJZ Emails with Purchaser's counsel; Phone call with J. Ross; 0.2 52.00 Phone call with M. Lean. 02/01/16 MAL To request for instructions regarding extensions 0.1 59.00 02/01/16 MAL To receipt of instructions from B. Rosen to extend if 0.1 59.00 necessary 02/01/16 MAL To e-mail from V. Vandergust regarding status and 0.1 59.00 complaining about the e-mails 02/01/16 MAL To e-mail requesting status of insurance issues 0.1 59.00 02/01/16 MAL To e-mail from A. Schwarz regarding status 0.1 59.00 02/04/16 AJZ Phone call with J. Ross; Interoffice meeting with M. Lean. 0.3 78.00 02/26/16 JMM Email from D. Preger re closing and response from B. 0.2 115.00 Rosen 02/26/16 OPP Email to Brahm Rosen 0.2 115.00 03/02/16 JMM Emails to and from A. Zilbert re report 0.2 115.00 03/03/16 JMM Meet A. Schwarz re trust ledger 0.1 57.50 03/16/16 OPP Email to Brahm Rosen 0.2 115.00 03/22/16 JMM Meet A. Zilbert re report 0.2 115.00 03/24/16 OPP Email from Brahm Rosen, email to Jim McKean and Alex 0.2 115.00 Zilbert 03/24/16 JMM Email from D. Preger re status 0.1 57.50 03/28/16 OPP Email to Jim McKean 0.2 115.00 03/29/16 JMM Call V. Vandergust re insurance coverage 0.2 115.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL159 STATION r.:- TORONTO, ON CANADA M5L 1 G4 0ICKINSON"'f'VR1GHTLLI' TELEPHONE: (416) 777-0101 http://www. dicki n sonwr!g ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 5, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1069706 LIMITED PAGE4 CLIENT/MATTER NO.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

03/29/16 JMM Call V. Vandergust and emails to B. Rosen and D. Preger 0.3 172.50 03/29/16 OPP Email from Jim McKeon, email to Brahm Rosen 0.2 115.00 03/30/16 JMM Email from L. Dunn re insurance 0.1 57.50 03/30/16 OPP Telephone conference with Brahm Rosen, review 0.6 345.00 agreement of purchase and sale and Approval and Vesting Order and email to Larry Dunn and Vic Vandergust regarding purchaser's intentions 03/31/16 JMM Emails from D. Preger and R. Broad re closing issues and 0.2 115.00 insurance 03/31/16 JMM Meet A. Zilbert re closing documents and remaining items 0.8 460.00 and call V. Vandergust and emails to and from B. Rosen 03/31/16 AJZ Emails from J. McKeon, D. Preger, R. Broad and L. Dunn 1.0 260.00 re insurance claim; Interoffice meeting with J. McKeon; Reviewed documents for closing and outstanding items. 03/31/16 OPP Email from Larry Dunn, telephone conference with Brahm 2.5 1,437.50 Rosen, email to Larry Dunn and Vic Vandergust, emails from and to Larry Dunn, email to Brahm Rosen, telephone conference with Joel Ross, telephone conference with Brahm Rosen, conference call with Larry Dunn, Vic Vandergust and Brahm Rosen, email from Robbie Broad, telephone conference with Brahm Rosen, email to Jim McKeon and Alex Zilbert, email from Vic Vandergust, review Approval and Vesting Order in regard to PPSA deletions, email to Vic Vandergust, email from and to Brahm Rosen 04/01/16 JMM Calls to J. Ross and B. Rosen re amount of funds in 0.4 230.00 account and call V. Vandergust re insurance 04/01/16 AJZ Emails from D. Prager; Emails from client; Emails from 1.4 364.00 purchaser's solicitor; Phone call with J. McKean and client; Coordinated closing matters; Sent registered Application to purchaser's solicitor. 04/01/16 MAL To e-mail from Diane Buchman, to e-mail to B. Rosen, to 0.3 177.00 return e-mail and telephone conversation with B. Rosen regarding adjustments and instructions; to e-mail from Diane Buchman regarding adjustments 04/01/16 JMM Close transaction, call B. Rosen and J. Ross and V. 1.8 1,035.00 Vandergust, and meet A. Zilbert and circulate closing documents IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL160 STATION ,:-; TORONTO, ON CANADA M5L 1 G4 DICKINSONrvRJ.GHTLLP TELEPHONE: (416) 777~0101 http://www. d icki n sonwri g ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 5, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1069706 LIMITED PAGE5 CLIENT/MATTER N0.:041225-00143

DATE INITIALS SERVICES HOURS VALUE

04/01/16 OPP Telephone conference with Brahm Rosen, emails from and 0.4 230.00 to Vic Vandergust 04/04/16 OPP Receive and review email from Alex Zilbert 0.2 115.00

TOTAL FEES 44.4 $ 19,279.50

DATE DISBURSEMENTS VALUE

02/06/15 Reversal From Void Check Number: 49593 Bank Id: Cadrbc03 Voucher Id: 719454 Vendor: (181.00) Minister Of Finance 12/20/15 Legal Services Of Others Attend Kingston Court And File Receiver's Motion Record Etc. 100.35 01/13/16 Legal Services Of Others Attendance At Kingston Court On 24 Nov 2015 To File Motion 105.50 Record Of The Receiver Delivery Expense 25.56 Reproduction - Inside Firm 14.81

TOTAL DISBURSEMENTS $ 65.22

HST- ONTARIO $ 2,538.34

TOTAL CURRENT INVOICE $ 21,883.06

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

MARCA. LEAN PARTNER 590.00 5.40 3,186.00 JAMES M. MCKEON PARTNER 575.00 13.30 7,647.50 DAVID P. PREGER PARTNER 575.00 5.60 3,220.00 ALEXANDRA J. ZILBERT ASSOCIATE 260.00 20.10 5,226.00 TOTAL FEES CURRENT INVOICE 44.40 $ 19,279.50 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA MSL 1 G4 161 DICKINSONf/VRIGHTLLP TELEPHONE: (416) 777-0101 http://www. d icki nso nwrJ g ht. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: APRIL 5, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1069706 LIMITED PAGE6 CLIENT/MATTER NO.:041225-00143

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. ]N ACCOUNT WITH ]99 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA M5L 104 162 DICKINSONf/VRIGHTLLI' TELEPHONE: (416) 777.QJ0! http://www. d ic kinsonwri ght. com GST/HST NUMBER: 831204003 RT000I

INVOICE DATE: AUGUST 8, 2016 INVOICE NO.: 1099006 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ONTARIO, CANADA M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH JULY 31, 2016 CAD

TOTAL FEES CURRENT INVOICE ...... $ 3,122.50

TOTAL DISBURSEMENTS CURRENT INVOICE ...... $ 89.12

HST-ONTARIO ...... $ 409.34

TOTAL CURRENT INVOICE ...... $ 3,620.96

FUNDS APPLIED FROM TRUST ...... $ (3,620.96) NET AMOUNT DUE ...... $ 0.00

Mail To: Dickinson Wright LLP 199 Bay Street Suite 2200 Commerce Court West Toronto, ON, M5L 1G4

Please Reference Invoice Numbers Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL163 STATION r.-: TORONTO, ON CANADA M5L l G4 DICKINSONrvruGHTLLI' TELEPIIONE: {416) 777~0101 http://www. d ic kinsonwright.co m GST/HST NUMBER: 831204003 RTOOOJ

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 8, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED INVOICE NO.: 1099006 CLIENT/MATTER NO.:041225-00143 PAGE2

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

04/04/16 AJZ Coordinated funding matters: Emails with client. 0.1 26.00 04/04/16 JMM Meet A. Zilbert re report and wire 0.3 172.50 04/06/16 AJZ Emails from D. Preger: Phone call with client and D. Preger 0.3 78.00 re funding matters. 04/12/16 JMM Meet A. Zilbert re outstanding items 0.1 57.50 04/13/16 LSC Reviewing emails regarding claim to air conditioning units 0.5 287.50 and responding to same 04/14/16 LSC Review file and issues raised regarding air conditioners 1.5 862.50 and prepare draft letter to Farley manufacturing 04/19/16 AJZ Emails with, voicemails from and phone call with 0.7 182.00 purchaser's counsel; Coordinated preparation of closing package to be delivered. 04/19/16 JMM Meet A. Zilbert re remaining items 0.1 57.50 04/20/16 AJZ Phone call with Purchaser's counsel; Amended HST 0.3 78.00 Certificate. 05/06/16 AJZ Emails with B. Rosen re outstanding matters: Email to V. 0.2 52.00 Vandergust's office. 05/13/16 LSC Email from B. Rosen and finalize and send letter to Farley 0.5 287.50 Group regarding roof top air conditioners , telephone call from Farley group and Joel Ross re same 05/16/16 AJZ Voice mail from J. Ross: Phone call with J. Ross re 0.4 104.00 outstanding matters and undertaking. 05/18/16 LSC Telephone call from lessor of roof top air conditioners and 0.6 345.00 from Joel Ross regarding receiver's position and implications for purchaser 06/08/16 AJZ Reviewed correspondence from purchaser's counsel re 0.1 26.00 closing report: Email from J. McKean. 06/08/16 JMM Meet A. Zilbert re post closing items 0.1 57.50 06/09/16 AJZ Interoffice meetings re closing report to client. 0.2 52.00 06/16/16 JMM Call B. Rosen 0.1 57.50 07/06/16 LSC Review letter from counsel for secured lender regarding lien 0.5 287.50 issues, review file and call to respond 07/28/16 AJZ Review of final report; Emails with purchaser's counsel. 0.2 52.00

TOTAL FEES 6.8 $ 3,122.50 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL164 STATION C TORONTO, ON CANADA M5L I 04 DICKINSONf'VRJGHTLLI' TELEPHONE: (416) 777-0101 http://www.dickinsonwright.co m GST/HST NUMBER: 831204003 RT000J

DATE DISBURSEMENTS VALUE

04/01/16 TAX EXEMPT FILING/REGISTRATION FEES - - VENDOR: TERAVIEW EREG 62.85 04/01/16 RECORDING/SEARCH/FILING FEE - - VENDOR: TERAVIEW EREG 10.50 REPRODUCTION-INSIDE FIRM 0.26 DELIVERY EXPENSE 15.51

TOTAL DISBURSEMENTS $ 89.12

HST-ONTARIO $ 409.34

TOTAL CURRENT INVOICE $ 3,620.96

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

JAMES M. MCKEON PARTNER 575.00 0.7 402.50 LISA S. CORNE PARTNER 575.00 3.6 2,070.00 ALEXANDRA J. ZILBERT ASSOCIATE 260.00 2.5 650.00 TOTAL FEES CURRENT INVOICE 6.8 $ 3,122.50

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.: TORONTO, ON CANADA M5L IG4 165 DICKINSONr'VRJGHTLLP TELEPHONE: (416) 777~0101 http://www. d ic kinso nw rig ht.com OST/HST NUMBER: 831204003 RT000I

TRUST ACCOUNT SUMMARY

TORONTO 3 TRUST CAD RBC

DEPOSITS CAD

01/29/16 JANUARY 2016 DEPOSIT CHECK 11908 FROM HARBUREDGE-01/29/16 615,825.00 FOR CLIENT ROSEN GOLDBERG, INC.

PLUS TOTAL DEPOSITS ...... $ 615,825.00

DISBURSEMENTS

01/29/16 LAND TRANSFER TAX DICKINSON WRIGHT LLP CHECK 66561 PAYABLE (125,825.00) TO OW FOR LAND TRANSFER TAX ON BEHALF OF ROSEN GOLDBERG RECEIVERSHIP HARNDEN ENTERPRISES INC.--1/29/16

04/07/16 SALE PROCEEDS (408,824.93)

04/07/16 PAYMENT OF INVOICE 1035356, 1042327, 1050038 AND 1069706 (61,175.07) PAYABLE TO DICKINSON WRIGHT LLP BATCH WIRE DATED 04/07/16 ON BEHALF OF ROSEN GOLDBERG INC (RECEIVERSHIP OF HARNDEN AND SOUTHWINDS)--04/7/16

LESS DISBURSEMENTS ...... $ (595,825.00)

FUNDS APPLIED FROM TRUST...... $ (3,620.96)

FUNDS AVAILABLE IN TRUST ...... $ _____;1.;.6:.;;,3.;.79;;.;·.;.04.;.._

TORONTO 3 E-REG (ERBA) RBC -CAD

DEPOSITS CAD

01/29/16 JANUARY 2016 DEPOSIT CHECK 66561 FROM DICKINSON WRIGHT- 125,825.00 01/29/16 FOR CLIENT ROSEN GOLDBERG, INC.

PLUS TOTAL DEPOSITS...... $ 125,825.00

DISBURSEMENTS

04/07/16 LTT DICKINSON WRIGHT LLP 4/7/16 FOR LTT ON BEHALF OF CLIENT (125,825.00) ROSEN GOLDBERG INC.--040716

LESS DISBURSEMENTS ...... $ (125,825.00) FUNDS AVAILABLE IN TRUST...... $ ------0.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA M5L 1 G4 166 DICKINSONf/VRIGHTLLP TELEPHONE: (416) 777-0101 http://www. d icki n s onwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: DECEMBER 31, 2016 INVOICE NO.: 1134371 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH DECEMBER 31, 2016 CAD

TOTAL FEES CURRENT INVOICE ...... $ 2,071.00

TOTAL DISBURSEMENTS CURRENT INVOICE ...... $ 14.69

HST- ONTARIO ...... $ 271.14

TOTAL CURRENT INVOICE ...... $ 2,356.83

This statement may reflect time and professional services rendered by attorneys or other legal personnel associated with the Firm's international or other affiliate(s). Such attorneys, who are licensed in other jurisdictions, are consulted and serve as legal advisors to the Firm based on their licensed status in such jurisdictions and expertise in particular legal specialties. ~fl\_ -,,.;$~.--&Illlll:l}llf-~_ .·. ;JP'jQ~Bimiffilll';"Jifitll!l'ptlo6•&!UCiifjg!~-~- :L:.-..•-~'r, ~•Terms: Due and Pavable Uoon Receiot*** Mail To: Electronic Direct Deposits (EFT non-wire Wire Instructions: oavments): /Domestic Dnlv - Canada): Dickinson Wright LLP Royal Bank of Canada Royal Bank of Canada 199 Bay Street 200 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Branch Number: 00002 Account#: 1056399 Account#: 1056399 SWIFT CODE: ROYCCA T2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

/Please Reference Invoice Numbers) IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL167 STATION ~ TORONTO, ON CANADA M5L 1 G4 DICKINSON'f/YRJGHTLLI' TELEPHONE: (416) 777-0101 http://www.d i ckinso nwrig ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: DECEMBER 31, 2016 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1134371 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

09/15/16 LSC Review and revise letter from maxium re claim against 1.0 575.00 receiver relating to leased golf equipment , telephone call from J. Ross re same 12/28/16 AJZ Reviewed Report to Client and made amendments. 1.3 338.00 12/29/16 JMM Meet A. Zilbert re report 1.2 690.00 12/29/16 AJZ Reviewed report to client and amended report; Interoffice 1.8 468.00 meeting with J. McKean; Coordinated report sent to Purchaser's counsel; Emails with Purchaser's counsel.

TOTAL FEES 5.3 $ 2,071.00

DISBURSEMENTS VALUE

Delivery Expense 14.69

TOTAL DISBURSEMENTS $ 14.69

HST - ONTARIO $ 271.14

TOTAL CURRENT INVOICE $ _ _;;2e,;,3;.;;5.;;,;6·.;;,;83;;.._

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

LISA S. CORNE PARTNER 575.00 1.00 575.00 JAMES M. MCKEON PARTNER 575.00 1.20 690.00 ALEXANDRA J. ZILBERT ASSOCIATE 260.00 3.10 806.00 TOTAL FEES CURRENT INVOICE 5.30 $ 2,071.00 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA M5L 1 G4 168 DICKINSONf/vRIGHTLLP TELEPHONE: (416) 777~0101 http:/ fwww. di cklnsonwright. com GST/HST NUMBER: 831204003 RT0001

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL169 STATION C TORONTO, ON CANADA M5L 1 G4 DICKINSONrvruGHTLLI' TELEPHONE: (416) 777-0101 http://www.dick ins onwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: AUGUST 14, 2017 INVOICE NO.: 1187005 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH AUGUST 14, 2017 CAD

TOTAL FEES CURRENT INVOICE ...... $ 5,198.50

TOTAL DISBURSEMENTS CURRENT INVOICE ...... $ 330.46

HST - ONTARIO ...... $ 718.76

TOTAL CURRENT INVOICE ...... $ 6,247.72

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1 G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA MSL 1 G4 170 DICKINSONf/"RIGHTLLI' TELEPHONE: (416) 777~0101 http://www. di ck ins onwrig ht. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 14, 2017 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1187005 LIMITED PAGE2 CLIENT/MATTER N0.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

02/16/17 DPP Receive and review email from Brad Wilson Brahm Rosen 1.6 960.00 advising that insurer is not willing to extend limitation, telephone conference with Brahm Rosen, receive and review executed Proof of Loss, conference with Mordy Mednick 02/17/17 DPP Emails from and to Mordy Mednick, conference with Mordy 1.3 780.00 Mednick regarding proper name of insurer, review draft Statement of Claim, receive and review email from Mordy Mednick to Brahm Rosen, telephone conference with Brahm Rosen 02/17/17 MSS Review and revise Statement of Claim review: insurance 1.0 600.00 claim 02/17/17 MM Drafted statement of claim; arranged for issuance and 5.2 1,690.00 service; 03/03/17 DPP Receive and review email from Brad Willson to Brahm 0.8 480.00 Rosen advising insurer has agreed to pay claim, review calculation of net loss, telephone conference with Brahm Rosen to review loss calculation 03/28/17 MM Email correspondence with client and adjuster re: 0.5 162.50 settlement; prepared NOi; 03/30/17 DPP Receive and review email from Brad Wilson regarding 0.2 120.00 settlement 04/07/17 MM Emails to client and adjuster re: settling claim; 0.4 130.00 05/29/17 GSC Obtain corporate information of Lloyd's Underwriters from 0.4 92.00 OFSI database; 05/29/17 GSC Obtain corporate information of Temple Insurance 0.4 92.00 Company from OFSI database; 05/29/17 GSC Obtain corporate information of Intact Insurance Company 0.4 92.00 from OFSI database;

TOTAL FEES 12.2 $ 5,198.50 IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL171 STATION r.: TORONTO, ON CANADA MSL 1 G4 DICKINSONrvJUGHTLLP TELEPHONE: {416) 777-0101 http://www. dickin sonwrlg ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 14, 2017 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1187005 LIMITED PAGE3 CLIENT/MATTER NO.:041225-00143

DATE DISBURSEMENTS VALUE

03/01/17 Recording/Search/Filing Fee -Vendor: Mcroberts Legal Services lnc.--03-Lgl - Court 270.00 Related Services - Issued Statement Of Claim Inv# 126842 Date: 03/01/2017 06/12/17 Recording/Search/Filing Fee - Vendor: Mcroberts Legal Services lnc.--03-Lgl - Court 30.00 Related Services - Filed Notice Of Discontinuance And Aff Of Service Inv# 131342 Date: 06/12/2017 Delivery Expense 30.46

TOTAL DISBURSEMENTS $ 330.46

HST - ONTARIO $ 718.76

TOTAL CURRENT INVOICE $ 6,247.72

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

DAVID P. PREGER PARTNER 600.00 3.70 2,220.00 MARKS. SHAPIRO PARTNER 600.00 1.00 600.00 MORDY MEDNICK PARTNER 325.00 3.60 1,170.00 GLORIA S. CHIU LEGAL CLERK 230.00 0.60 138.00 TOTAL FEES CURRENT INVOICE 12.20 $ 5,198.50

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C . TORONTO, ON CANADA M5L 1 G4 172 DICKINSONf/VRJGHTLLI' TELEPHONE: (416) 777-0101 http://www.dick ins onwri g ht. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: AUGUST 22, 2017 INVOICE NO.: 1190047 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH AUGUST 22, 2017 CAD TOTAL DISBURSEMENTS CURRENT INVOICE...... $ ----~---2,356.83 TOTAL CURRENT INVOICE...... $ ----~---2,356.83

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada MSJ 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code:/ICC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA MSL 1G4 173 D1cKINSONf/VruGHTLLr TELEPHONE: (416) 777~0101 http://www.dickinsonwrlg ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 22, 2017 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1190047 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE DISBURSEMENTS VALUE

08/15/17 Refund To Client Billable Other - Vendor: Dickinson Wright Lip-- 03-Lgl Inv# 8152017dpp 2,356.83 Date: 08/15/2017

TOTAL DISBURSEMENTS $ 2,356.83

TOTAL CURRENT INVOICE $ 2,356.83

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r.:- TORONTO, ON CANADA MSL 1 G4 174 0ICKINSONf/VR1GHTLLI' TELEPHONE: (416) 777-0101 http://www.dick in sonwri ght. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: AUGUST 22, 2019 INVOICE NO.: 1399607 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH JULY 31, 2019 CAD

TOTAL FEES CURRENT INVOICE ...... $ 2,951.00

TOTAL DISBURSEMENTS CURRENT INVOICE ...... $ 69.98

HST- ONTARIO ...... $ 392.73

TOTAL CURRENT INVOICE ...... $ 3,413.71

Mail To:

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada M5J 2J5 Commerce Court West Bank Number: 003 Toronto, ON, M5L 1 G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code://CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION C TORONTO, ON CANADA M5L 1 G4 175 DICKINSONfN"R.lGHTLLP TELEPHONE: (416) 777-0101 http://www. di ckinsonwri g ht.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 22, 2019 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1399607 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

04/03/19 LSU Office conference L. Corne regarding request for profile 0.7 189.00 report; conduct online pre-name search to determine jurisdiction of Southwinds Enterprises and identifying Southwind Enterprises Inc. (Ontario); communication with Cyberbahn regarding ONBIS search; obtain online profile report and forward to L. Corne 04/04/19 LSC Discussion with B. Rosen regarding proposed strategy for 1.5 975.00 recovery of seceurity held by City, and review correspondence with City of Kingston regarding refund of security posted by Southwind pursuant to development agreement and issues regarding name and identity of corporation which is party to the agreement with the city, conduct and review corporate profile searches on both entities and discuss same with B. Rosen, review email to and from City and receiver regarding same 04/05/19 LSC Reviewing issues raised by City regarding security held re 0.8 520.00 Southwind Enterprises Inc. and discussion with B. Rosen re same 04/05/19 DPP Telephone conference with Brahm Rosen and Lisa Corne 1.9 1,267.00 regarding retrieval of security

TOTAL FEES 4.9 $ 2,951.00

DATE DISBURSEMENTS VALUE

04/03/19 Cyberbahn - BILLABLE OTHER - VENDOR: CYBERBAHN INV# 16944672 DATE: 8.00 04/03/2019 04/03/19 Cyberbahn - BILLABLE OTHER-VENDOR: CYBERBAHN INV# 16944672 DATE: 14.00 04/03/2019 04/03/19 Cyberbahn - BILLABLE OTHER - VENDOR: CYBERBAHN INV# 16942383 DATE: 14.00 04/03/2019 04/03/19 Cyberbahn - BILLABLE OTHER - VENDOR: CYBERBAHN INV# 16942383 DATE: 8.00 04/03/2019 04/08/19 Oncorp Direct Inc - BILLABLE COURT AND RELATED - VENDOR: ONCORP DIRECT, 25.98 INC. - SOUTHWIND ENTERPRISES COMPREHENSIVE PRESEARCH INV# 1578620 DATE: 04/08/2019

TOTAL DISBURSEMENTS $ 69.98

HST- ONTARIO $ 392.73

TOTAL CURRENT INVOICE $ __3=,4_13_._71_ IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION r,; TORONTO, ON CANADA M5L 1 G4 176 DICKINSONf/V"RIGHTLLI' TELEPHONE: (416) 777-0101 http://www. dick ins on wright.com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 22, 2019 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1399607 LIMITED PAGE3 CLIENT/MATTER NO.:041225-00143

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

LISA S. CORNE PARTNER 650.00 1.00 650.00 DAVID P. PREGER PARTNER 650.00 0.40 260.00 LAURA S UYENAKA LEGAL CLERK 270.00 0.10 27.00 TOTAL FEES CURRENT INVOICE 4.95 $ 2,951.00

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E. IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT POSTAL STATION ~ TORONTO, ON CANADA MSL 1 G4 177 DICKINSONfN'RIGHTLLP TELEPHONE: (416) 777-0101 http://www.di ckin sonwrlg ht. com GST/HST NUMBER: 831204003 RT0001

INVOICE DATE: AUGUST 21, 2020 INVOICE NO.: 1503764 ROSEN GOLDBERG, INC. 5255 YONGE STREET SUITE 804 TORONTO, ON M2N 6P4

CLIENT/MATTER NO.: 041225-00143

RE: IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

PRIVILEGED AND CONFIDENTIAL

FOR PROFESSIONAL SERVICES THROUGH AUGUST 18, 2020 CAD

TOTAL FEES CURRENT INVOICE...... $ 9,230.50

HST - ONTARIO ...... $ 1,199.97

TOTAL CURRENT INVOICE...... $ _____;1..;.0.:.;,4"'3,;;,;0 ...;.47;.._

Mail To:

Dickinson Wright LLP Royal Bank of Canada 199 Bay Street 200 Bay Street Suite 2200 Toronto, ON Canada MSJ 2J5 Commerce Court West Bank Number: 003 Toronto, ON, MSL 1 G4 Branch Number: 00002 Account#: 1056399 SWIFT CODE: ROYCCAT2 Sort Code:I/CC000300002 (Sort Code used only for Non-US Foreign Wires) (Please Reference Invoice Numbers)

Please Reference Invoice Numbers IN ACCOUNT WITH 199 BAY STREET, SUITE 2200 P.O. Box 447, COMMERCE COURT 178POSTAL STATION C TORONTO, ON CANADA M5L 1G4 DICKINSONf/VRJ.GHTLLP TELEPHONE: (416} 777-0101 http://www. di ckin sonwri g ht. com GST/HST NUMBER: 831204003 RT0001

IN THE MATTER OF THE RECEIVERSHIP OF THE ASSETS OF HARNDEN INVOICE DATE: AUGUST 21, 2020 ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES INVOICE NO.: 1503764 LIMITED PAGE2 CLIENT/MATTER NO.:041225-00143

CURRENT INVOICE DETAIL

DATE INITIALS SERVICES HOURS VALUE

06/19/20 LSC Review and comment on proposed distribution of lien 1.0 695.00 holdback , call with trial coordinator office in Kingston and email with B. Rosen 08/16/20 LSC Review Third Report 0.9 625.50 08/17/20 LSC Telephone call with B. Rosen regarding outstanding issues, 2.3 1,598.50 resolution of lien claims, and discharge motion review and revise Receiver's Third Report 08/18/20 LSC Further review and revise Third Report and motion material 8.2 5,699.00 and draft order for approval of distribution of funds and discharge of Receiver, review and respond to letter from V. Vandergust and review law under Construction Act 08/18/20 JQ Research on limitation periods applicable to trusts formed 2.5 612.50 under the Construction Act

TOTAL FEES 14.9 $ 9,230.50

HST - ONTARIO $ 1,199.97

TOTAL CURRENT INVOICE $ __1;,,:;0.._.4:,::3;:,;0.~4 7;_

TIMEKEEPER SUMMARY

TIMEKEEPER TITLE RATE HOURS VALUE

LISA S. CORNE PARTNER 695.00 9.90 6,880.50 JUSTIN QUACH STUDENT LAW 245.00 1.30 318.50

TOTAL FEES CURRENT INVOICE 14.90 $ -=9,c::,23,;;0:;;.5;:;:0;_,

PLEASE NOTE THAT THIS ACCOUNT IS DUE UPON RECEIPT

DICKINSON WRIGHT LLP

DAVID P. PREGER In accordance with the Solicitors Act interest at 1.3% will be charged on all accounts outstanding over 30 days. E.&O.E.

4831-2875-4888 v1 [41225-143] 179

This is Exhibit B referred to in the Affidavit of Lisa Corne sworn August 24, 2020. ~ Commissioner/or Taking Affidavits (or as may be} 180

Billing Rates of Dickinson Wright LLP

For the period March 4, 2015 to August 21, 2020

Actual Hours Year Of Call Area of Practice Rate James McKeon 575 (2016) 0.7 1998 Real Estate 1.0 1.20 13.30 Lisa Corne 550 (2015) 44.20 1988 Bankruptcy and Insolvency, Litigation 575 (2016) 3.6 650 (2019) 1.0 695 (2020) 1.0 1.0 9.9 Alexandra J. Zilbert 260 (2016) 22.6 N/A Real Estate 2.5 3.1 Marc Lean 575 (2015) 2.0 1987 Real Estate 590 (2016) 5.40

David Preger 550 (2015) 104.10 1995 Bankruptcy and Insolvency, Litigation 575 (2016) 5.60 600 (2017) 3.7 650 (2019) 0.4 Mark Shapiro 600 (2017) 1.0 1996 Commercial ＆ Business Litigation, Labour & Employment Mordy Mednick 325 (2017) 3.60 2011 Commercial ＆ Business Litigation, Labour & Employment Michael Brzezinski 255 (2015) 26.60 2013 Commercial ＆ Business Litigation, Labour & Employment 181

Stewart Wallace 625 (2015) 0.80 1976 Real Estate

Kathy Le 225 9.60 N/A Student

Justin Quach 245 1.3 N/A Student

Gloria Chiu 230 0.60 N/A Corporate Clerk

Laura S. Uyenaka 270 0.1 N/A Corporate Clerk

Beverley Gabbidon 150 5.40 N/A Legal Clerk

Olga Summers 210 0.40 N/A Legal Clerk

Kathleen McDonald 210 0.10 N/A Legal Clerk

Patricia Gerrie 170 0.10 N/A Assistant

Average Rate 431.66 HARBOUR EDGE MORTGAGE INVESTMENT CORPORATION -and- HARNDEN ENTERPRISES INCORPORATED et al Applicant Respondent

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

FEE AFFIDAVIT

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc. 4829-9811-7320 v8 [41225-143] 182 183

TAB 3

184

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ) THURSDAY, THE 23RD ) JUSTICE ) DAY OF JULYSEPTEMBER, 2020

B E T W E E N:

HARBOUR EDGE MORTGAGE INVESTMENT CORPORATION

Applicant

- and -

HARNDEN ENTERPRISES INCORPORATED AND SOUTHWINDS ENTERPRISES LIMITED

Respondents

DISCHARGE ORDER

THIS MOTION, made by [RECEIVER'S NAME]Rosen Goldberg Inc., in its capacity as the Court-appointed receiver (the "Receiver") of the undertaking, property and assets of [DEBTOR] (the "“Receiver”) of the assets, undertaking and property of Harnden Enterprises Incorporated and Southwinds Enterprises Limited (collectively, the “Debtors"”), for an order:

1. approving the activities of the Receiver as set out in theThird Report of the Receiver dated [DATE]August 25, 2020 (the "“Third Report"”) and the activities of the Receiver described therein; 185

2. approving the Receiver’s Statement of Receipts and Disbursements for the period from March 26, 2015 to August 10, 2020;

4. 2. approving the fees and disbursements of the Receiver and its counsel;

3. approving the distribution of the remaining proceeds available in the estate of the Debtor; [and]

5. 4. discharging [RECEIVER'S NAME]Rosen Goldberg Inc. as Receiver of the undertaking, property and assets of the Debtor[; and

6. 5. releasing [RECEIVER'S NAME]Rosen Goldberg Inc., from any and all liability, as set out in paragraph 57 of this Order]1, was heard this day at 330 University Avenue, Torontoby zoom video conference at the Kingston Courthouse at 5 Court Street in Kingston, Ontario, as a result of Covid 19.

ON READING the Third Report, the affidavits of the Receiver and its counsel as to fees (the "Brahm Rosen sworn August 18, 2020 and the affidavit of Lisa Corne sworn August 24, 2020 (collectively, the “Fee Affidavits"”), and on hearing the submissions of counsel for the Receiver, no one else appearing although served as evidenced by the Affidavit of [NAME] sworn [DATE], filed2;

2. 1. THIS COURT ORDERS that the Third Report and the activities of the Receiver, as set out in the Report, described therein are hereby approved.

1 If this relief is being sought, stakeholders should be specifically advised, and given ample notice. See also Note 4, below.

2 This model order assumes that the time for service does not need to be abridged. 186

3. THIS COURT ORDERS that the receiver’s Statement of Receipts and Disbursements for the period March 26, 2015 to August 10 2020 attached as Appendix G to the Third Report is hereby approved.

4. 2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel, as set out in theDickinson Wright LLP, as described in the Third Report and the Fee Affidavits, are hereby approved.

3. THIS COURT ORDERS that, after payment of the fees and disbursements herein approved, the Receiver shall pay the monies remaining in its hands to [NAME OF PARTY]3.

4. 6. THIS COURT ORDERS that upon payment of the amounts set out in paragraph 3 hereof [and upon the Receiver filing a certificate certifying that it has completed the other activities described in the Report], the Receivercompletion of its remaining administrative tasks, as set out in the Third Report, Rosen Goldberg Inc. shall be discharged as Receiver of the undertaking, property and assets of the Debtors, provided however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein, including, without limitation, distribution of the funds held by the City of Kingston in respect of proposed future development of the Properties, as described in the Third Report, and (b) the Receiver shall continue to have the benefit of the provisions of all Orders made in this proceeding, including all approvals, protections and stays of proceedings in favour of [RECEIVER'S NAME]Rosen Goldberg Inc., in its capacity as Receiver.

5. [7. THIS COURT ORDERS AND DECLARES that [RECEIVER'S NAME]Rosen Goldberg Inc. is hereby released and discharged from any and all liability that [RECEIVER'S NAME]Rosen Goldberg Inc. now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of [RECEIVER'S NAME]Rosen Goldberg Inc. while acting in its

3 This model order assumes that the material filed supports a distribution to a specific secured creditor or other party. 187

capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the Receiver'’s part. Without limiting the generality of the foregoing, [RECEIVER'S NAME]Rosen Goldberg Inc. is hereby forever released and discharged from any and all liability relating to matters that were raised, or which could have been raised, in the within receivership proceedings, save and except for any gross negligence or wilful misconduct on the Receiver'’s part.]4

______

4826-9061-4465 v1 [41225-143]

4 The model order subcommittee was divided as to whether a general release might be appropriate. On the one hand, the Receiver has presumably reported its activities to the Court, and presumably the reported activities have been approved in prior Orders. Moreover, the Order that appointed the Receiver likely has protections in favour of the Receiver. These factors tend to indicate that a general release of the Receiver is not necessary. On the other hand, the Receiver has acted only in a representative capacity, as the Court's officer, so the Court may find that it is appropriate to insulate the Receiver from all liability, by way of a general release. Some members of the subcommittee felt that, absent a general release, Receivers might hold back funds and/or wish to conduct a claims bar process, which would unnecessarily add time and cost to the receivership. The general release language has been added to this form of model order as an option only, to be considered by the presiding Judge in each specific case. See also Note 1, above. HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondent

Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

DISCHARGE ORDER

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc. 188

4838-1796-4737 v1 [41225-143]

4838-1796-4737 v5v6 [41225-143]

HARBOUR EDGE MORTGAGE INVESTMENT -and- HARNDEN ENTERPRISES INCORPORATED et al CORPORATION Applicant Respondents Court File No. CV-15-68-00

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDING COMMENCED AT KINGSTON

MOTION RECORD

DICKINSON WRIGHT LLP Barristers & Solicitors 199 Bay Street Suite 2200, P.O. Box 447 Toronto, Ontario, M5L 1G4 FAX: (416) 865-1398

DAVID PREGER (36870L) Email: [email protected] Tel: (416) 366-6406

LISA S. CORNE (27974M) Email: [email protected] Tel: (416) 646-4608

Lawyers for the Receiver, Rosen Goldberg Inc.

4851-1536-5577 v1 [41225-143]