MOTION RECORD (Returnable August 21, 2020)

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

BETWEEN: THE TORONTO-DOMINION BANK Applicant - and -

OXFORD ADVANCED IMAGING INC. Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

MOTION RECORD (returnable August 21, 2020)

DATED: August 14, 2020 DENTONS CANADA LLP Toronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0A1 Robert Kennedy (LSO # 47407O) Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected] Mark Freake (LSO # 63656H) Tel: (416) 863-4456 [email protected] Lawyers for KPMG Inc.in its capacity as Court-appointed Sales Officer

TO: SERVICE LIST

NATDOCS\47626281\V-1 Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

B E T W E E N:

THE TORONTO-DOMINION BANK

Applicant

- and -

OXFORD ADVANCED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

SERVICE LIST (updated as of June 18, 2019)

TO: DENTONS CANADA LLP Toronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0A1 Robert Kennedy Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected] Jordan Schultz Tel: 1 (604) 691-6452 [email protected] Mark Freake Tel: (416) 863-4456 [email protected] Lawyers for KPMG Inc.in its capacity as Court-appointed Sales Officer

NATDOCS\36343315\V-7 - 2 -

AND TO: AIRD & BERLIS LLP Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 D. Robb English Tel: (416) 865-4748 Fax: (416) 863-1515 [email protected] Kyle Plunkett Tel: (416) 865-3406 [email protected] Lawyers for the Applicant, The Toronto-Dominion Bank

AND TO: BLAKES, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto, ON M5L 1A9 Chris Burr Tel: (416) 863-3261 Fax: (416) 863-2653 [email protected] Michael Stevenson Tel: (416) 863-2458 [email protected] Lawyers for Oxford Advanced Imaging Inc.

AND TO: STEVENSON WHELTON BARRISTERS 15 Toronto Street, Suite 200 Toronto, ON M5C 2E3 Richard Macklin Tel: (647) 847-3822 Fax: (416) 599-7310 [email protected] Lawyers for Oxford Advanced Imaging Inc.

NATDOCS\36343315\V-7 - 3 -

AND TO: WILSON VUKELICH LLP 60 Columbia Way, 7th Floor Markham, ON L3R 0C9 Andy Ayotte Tel: (905) 944-2960 Fax: (905) 940-8785 [email protected] Christopher Caruana Tel: (905) 944-2952 [email protected] Lawyers for Element Fleet Management Corp. (Formerly Element Financial Corporation)

AND TO: WILSON VUKELICH LLP 60 Columbia Way, 7th Floor Markham, ON L3R 0C9 Ronald McKenna Tel: (905) 944-2400 Fax: (905) 940-8785 [email protected] Lawyers for Oxford Advanced Imaging Inc.

AND TO: FOGLER, RUBINOFF LLP 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, ON M5K 1G8 Ross W. Francis Tel: (416) 941-8802 [email protected] Milton Davis Tel: (416) 860-6901 [email protected] Lawyers for Dr. Gordon Cheung, Dr. Davinder Gill, Dr. Deep Chatha

NATDOCS\36343315\V-7 - 4 -

AND TO: KPMG INC. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Anamika Gadia Tel : (416) 777-3842 Fax: (416) 303-6231 [email protected] Neil Blair [email protected] Michael Levine [email protected] Court-appointed Sales Officer

AND TO: SIEMENS HEALTHCARE LIMITED 1577 North Service Road East Oakville, ON L6H OH6 Luc Lavoie [email protected] Darcy Osborne [email protected]

AND TO: ADAIR GOLDBLATT BIEBER LLP 95 Wellington Street West, Suite 1830 Toronto, ON M5J 2N7 Simon Bieber Tel: (416) 351-2781 Fax: (647) 689-2059 [email protected] Jordan Katz Tel: (416) 304-7780 [email protected] Lawyers for Resolute Medical Corporation D. Kisselgoff Medicine Professional Corporation and A. Shuster Medicine Professional Corporation

NATDOCS\36343315\V-7 - 5 -

AND TO: MORRISON BROWN SOSNOVITCH LLP 1 Toronto Street, Suite 910 P.O Box 28 Toronto, ON M5C 2V6 Laila Parvez Tel: (416) 368-0600 [email protected] Lawyers for 2659428 Ontario Inc.

AND TO: CANADA REVENUE AGENCY c/o Department of Justice Ontario Regional Office The Exchange Tower, Box 36 130 King Street West, Suite 3400 Toronto, ON M5X 1K6 Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 [email protected]

AND TO: MINISTRY OF FINANCE (ONTARIO) LEGAL SERVICES BRANCH 11-777 Bay Street Toronto, ON M5G 2C8 Kevin J. O'Hara Tel: (416) 327-8463 Fax: (416)325-1460 [email protected]

AND TO: MINISTRY OF THE ATTORNEY GENERAL on behalf of the MINISTRY OF HEALTH AND LONG-TERM CARE McMurtry-Scott Building 720 Bay Street, 11th Floor Toronto, ON M7A 2S9 Whitney Smith Tel: (416) 327-8610 [email protected] Ananthan Sinnadurai [email protected]

NATDOCS\36343315\V-7 - 6 -

AND TO: 2481668 ONTARIO INC. 1100 Memorial Avenue, Suite 324 Thunder Bay, ON P7B 4A3 Dr. Jae K. Kim [email protected]

AND TO: 2481669 ONTARIO LTD. 10 Kingsbridge Garden Circle, Unit 100 Mississauga, ON L5R 3K6 Dr. Gordon Cheung [email protected]

AND TO: D GILL HOLDING INC. 1355 Outram Avenue LaSalle, ON N9J 0B2 Dr. Davinder Gill [email protected]

AND TO: 2464192 ONTARIO INC. 79 Dawlish Avenue Toronto, ON M4N 1H2 Dr. Deep Chatha [email protected]

AND TO: A SHUSTER MEDICINE PROFESSIONAL CORPORATION 201 Kusznier Crescent Thunder Bay, ON P7B 6K4 Dr. Anatoly Shuster [email protected]

AND TO: D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION 350 Summerhill Drive Thunder Bay, ON P7B 7B9 Dr. Dmitry David Kisselgoff [email protected]

AND TO: RESOLUTE MEDICAL CORPORATION 25 Sheppard Avenue West, Suite 1100 Toronto, ON M2N 6S6 Dr. Vladislav Miropolsky [email protected]

NATDOCS\36343315\V-7 - 7 -

AND TO: 2487507 ONTARIO INC. 50 Claxton Blvd. Toronto, ON M6C 1L8 Eldar Lev-Ary [email protected]

AND TO: 1054020 B.C. LTD. 130-400 Burrard Street Vancouver, BC V6C 3A6 Dr. Harjinder John Singh Bining [email protected]

AND TO: BY THE ESTATE OF MICHAEL ROHRER Denise Rohrer, Executrix 223 Kensington Blvd. Tecumseh, ON N8N 2K8 J. Mark Skipper [email protected]

AND TO: PETER GEORGE 160 Mill Street Puce BX86 Emeryville, ON NOR 1C0 [email protected]

AND TO: VINCENZO NIGRO 6 Wellwood Avenue Toronto, ON M6C 1G9 [email protected]

AND TO: DR. JAE K. KIM 1100 Memorial Avenue, Suite 324 Thunder Bay, ON P7B 4A3 [email protected]

AND TO: DR. GORDON CHEUNG 100-10 Kingsbridge Garden Circle Mississauga, ON L5R 3K6 [email protected]

NATDOCS\36343315\V-7 - 8 -

AND TO: DR. DEEP S. CHATHA 239-4936 Yonge Street Toronto, ON M2N 6S3 [email protected]

AND TO: DR. DAVINDER GILL 48 Mulgrave Street Brampton, ON L6P 3H3 [email protected]

NATDOCS\36343315\V-7 INDEX

INDEX

Tab Document Page No. 1 Notice of Motion dated August 14, 2020 1 2 Sixth Report of the Sales Officer dated August 14, 2020 13 A Appendix “A”: Appointment Order dated August 29, 2018 33 B Appendix “B”: Fourth Report of the Sales Officer dated August 23, 2019 49 (without appendices) C Appendix “C”: Claims Procedure Order dated August 29, 2019 64 D Appendix “D”: Fifth Report of the Sales Officer dated December 4, 2019 100 (without appendices) E Appendix “E”: Second Distribution Order dated December 9, 2019 114 F Appendix “F”: Preferred Shareholder Distribution Schedule 119 G Appendix “G”: Fee Affidavit of Anamika Gadia of KPMG sworn August 121 13, 2020 H Appendix “H”: Fee Affidavit of Robert Kennedy of Dentons sworn 165 August 14, 2020 3 Draft Order 201 4 Blackline to Model Discharge Order 210

NATDOCS\47626281\V-1

TAB 1

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

BETWEEN:

THE TORONTO-DOMINION BANK

Applicant

- and –

OXFORD ADVANCED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

NOTICE OF MOTION (returnable August 21, 2020)

KPMG Inc. (“KPMG”), in its capacity as the Court-appointed sales officer (the “Sales Officer”) of Oxford Advanced Imaging Inc. (“OAI”), will make a motion to a judge presiding over the Ontario Superior Court of Justice (Commercial List) (the “Court”) on August 21, 2020, at 1:00 pm., or as soon after that time as the motion may be heard. Please refer to the conference details attached as Schedule “A” hereto in order to attend the motion and advise if you intend to join the motion by emailing [email protected].

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

THE MOTION IS FOR:

1. An Order (the “Distribution and Discharge Order”), substantially in form attached hereto as TAB 3 of the Motion Record, for the following relief:

(a) abridging the time for service of the Notice of Motion herein, Motion Record and the Sixth Report of KPMG, in its capacity as Sales Officer, dated August 14, 2020

NATDOCS\47998881\V-5 2 - 2 -

(the “Sixth Report”) so that this Motion is properly returnable today, and dispensing with further service thereof;

(b) approving and authorizing the Sales Officer to make a distribution to OAI's preferred shareholders (the "Preferred Shareholders") of the funds remaining in in the Sales Officer's possession, as set out in the Sales Officer's statement of receipts and disbursements up to and including August 12, 2020 (the "R&D Statement"), on a pro rata basis (the "Preferred Shareholder Distribution"), following:

(i) the payment of the fees and disbursements of the Sales Officer and Dentons as set out herein (including the Remaining Fees); and

(ii) the delivery and payment of the QuByte Corp. and Bracco Imaging Canada (collectively, the "Absent Creditors") distributions (collectively, the "Outstanding Distributions") within 15 days after the granting of this Order (the "Payment Period"), failing which, the Outstanding Distributions shall be distributed to the Preferred Shareholders as part of the Preferred Shareholder Distribution;

(c) forever barring and extinguishing the claims of the Absent Creditors in respect of the Outstanding Distributions in the event the Outstanding Distributions form part of the Preferred Shareholder Distribution;

(d) approving the Sixth Report and the activities of the Sales Officer as set out in the Sixth Report;

(e) approving the R&D Statement;

(f) approving the fees and disbursements of the Sales Officer and its legal counsel, Dentons Canada LLP ("Dentons"), as set out in the fee affidavit of Anamika Gadia dated August 13, 2020 and the fee affidavit of Robert Kennedy dated August 14, 2020 (together, the "Fee Affidavits"), together with the estimated fees and disbursements to be incurred by the Sales Officer and Dentons to complete the

NATDOCS\47998881\V-5 3 - 3 -

remaining activities in these proceedings, as set out in the Sixth Report (the "Remaining Fees"); and

(g) discharging KPMG as Sales Officer effective upon the filing of the Sales Officer’s discharge certificate, attached as Schedule “B” to the proposed Distribution and Discharge Order (the “Sales Officer’s Discharge Certificate”), certifying that the Remaining Activities (as defined herein) have been completed to the satisfaction of the Sales Officer; and

(h) such further and other grounds as counsel may advise and this Honourable Court may permit;

THE GROUNDS FOR THE MOTION ARE:

Background

1. On application by the Toronto-Dominion Bank (“TD Bank”), KPMG was appointed as Sales Officer of OAI by order of the Court made August 29, 2018 (the “Appointment Order”).

2. On November 20, 2018, the Court granted an Approval and Vesting Order (the “Approval and Vesting Order”) which approved, among other things, the asset purchase agreement dated October 25, 2018, as amended (the “Amended Asset Purchase Agreement”) between the Sales Officer and 2659428 Ontario Inc. (the “Purchaser”), and the transaction as set out therein (the “Transaction”).

3. The Transaction closed on May 30, 2019. The Sales Officer filed the Sales Officer’s Certificate pursuant to the Amended Asset Purchase Agreement and the Approval and Vesting Order on May 31, 2019, confirming that the Transaction had closed and the Sales Officer received the purchase price in accordance with the Amended Asset Purchase Agreement consisting of $26,250,000 for the purchase of the Property and $18,108.05 representing certain security deposits previously paid by OAI in respect of commercial leases (collectively, the “Sale Proceeds”).

NATDOCS\47998881\V-5 4 - 4 -

4. On June 18, 2019, the Sales Officer obtained an Order (the “First Distribution Order”) authorizing and approving, among other things, the Sales Officer completing distributions from the Sale Proceeds to TD Bank and ECN Financial Inc. (“ECN”) in full and final satisfaction of the indebtedness owing by OAI to each of TD Bank and ECN, and to KPMG Corporate Finance Inc. and Blake, Cassels & Graydon LLP for the fees and disbursements incurred by OAI prior to the making of the Appointment Order.

5. Following the distributions made pursuant to the First Distribution Order, there remained a surplus in the Sale Proceeds of approximately $3,000,000.

Claims Procedure and Second Distribution

6. On August 29, 2019, the Sales Officer obtained an Order (the “Claims Procedure Order”), pursuant to which the Sales Officer administered a dual-process claims procedure (the “Claims Procedure”) which involved: (a) delivering a claim statement to known creditors (the “Known Creditors”), and (b) simultaneously publishing a general call for claims to other potential creditors of OAI.

7. On December 9, 2019, the Sales Officer obtained an Order (the “Second Distribution Order”), pursuant to which the Sales Officer made a distribution (the “Second Distribution”) in full satisfaction of all proven claims (each, a “Proven Claim”). At that time, the Sales Officer was continuing to assess a proof of claim filed by Her Majesty the Queen in right of Ontario c/o the Ministry of Health (the “MoH Claim”).

Outstanding Distributions

8. Notwithstanding that the Sales Officer has completed the Second Distribution, two Known Creditors have yet to negotiate the distribution cheque delivered by the Sales Officer in satisfaction of the Outstanding Distributions. The particulars of the Known Creditors holding the Outstanding Distributions are as follows: (a) QuByte Corp. (“QuByte”) in the amount of $406.80, and (b) Bracco Imaging Canada in the amount of $7,766.95 (“Bracco”).

NATDOCS\47998881\V-5 5 - 5 -

9. The Sales Officer has taken the following steps to deliver the Outstanding Distributions, without success:

(a) Various correspondence to OAI for additional contact information for the Absent Creditors, without a reply;

(b) QuByte: internet searches for updated contact information, without success;

(c) Bracco: internet searches for updated contact information, without success, and voicemails left on a general line, without a return call.

10. The Sales Officer is requesting that the Court direct the Sales Officer to continue attempts to locate and communicate with the Absent Creditors to facilitate the delivery Outstanding Distributions for the duration of the Payment Period. In the event the Sales Officer is unable to deliver the Outstanding Distributions within the Payment Period, the Sales Officer requests that the aggregate claim amounts of the Absent Creditors be distributed as part of the Preferred Shareholder Distribution.

11. In the event the Outstanding Distribution form part of the Preferred Shareholder Distribution, the Sales Officer is seeking to forever bar and extinguish the claims of the Absent Creditors in respect of the Outstanding Distributions.

MoH Claim

12. The MoH Claim is based on overfunded payments to OAI under two transfer payment agreements between the MoH and OAI (the “Funding Agreements”) in the aggregate amount of $151,746.

13. Following a thorough review and consideration of the relevant documentation and submissions in respect of the MoH Claim, the Sales Officer, in its discretion, determined to accept the full amount of the MoH Claim, being $151,746, as a Proven Claim. On June 2, 2020, Dentons, on behalf of the Sales Officer, delivered a Notice of Proven Claim to the MoH confirming that it had accepted the MoH Claim as a Proven Claim. OAI supports the Sales Officer’s determination of the MoH Claim as a Proven Claim.

NATDOCS\47998881\V-5 6 - 6 -

OAI Funding Claim

14. During the course of the assessment and determination of the MoH Claim, the Sales Officer was made aware of a claim (the “Funding Claim”) asserted by OAI against the MoH for additional funding obligations pursuant to the independent health facility licences granted by the MoH to OAI and the Funding Agreements.

15. In July 2020, counsel to OAI and counsel to the MoH advised the Sales Officer that the parties had consensually resolved the Funding Claim and that pursuant to such agreement:

(a) the MoH would deliver the sum of $737,240.62 (the “Funding Claim Funds”) to the Sales Officer, to be held for the benefit of OAI and to be dealt with in the same manner as the other OAI-related funds in the Sales Officer’s possession; and

(b) the Funding Claim Funds were being delivered in full and final satisfaction of the MoH’s obligations to OAI and in full and final satisfaction of the Funding Claim.

16. Shortly following the settlement in relation to the Funding Claim, the Sales Officer, OAI and MoH agreed to deduct the MoH Claim in its entirety against the Funding Claim Funds.

17. On July 30, 2020, the Sales Officer received the total amount of $585,594.62 from the MoH thereby resolving the payment of the MoH Claim and the Funding Claim.

18. The Funding Claim Funds are currently held in trust with the Sales Officer and the deposit is reflected in the R&D Statement.

Proposed Distribution

19. The Sales Officer is reasonably satisfied that all Claims have been finally determined pursuant to the Claims Procedure Order, and that all Claims against OAI have been satisfied (except for the Outstanding Distributions). Therefore, following the earlier of the delivery of the Outstanding Distributions or the expiry of the Payment Period, the Sales Officer proposes to distribute the excess of receipts over disbursements, as set out in the R&D Statement (the “Remaining Funds”), and after payment of the Remaining Fees, to OAI’s shareholders in accordance with the distribution provisions contained in OAI’s

NATDOCS\47998881\V-5 7 - 7 -

minute book (the “Minute Book”), articles of incorporation (the “Articles”) and unanimous shareholders’ agreement (“USA”), as applicable.

20. The Sales Officer has obtained an opinion from Dentons regarding a distribution to OAI’s shareholders. Subject to the customary qualifications and assumptions contained therein, Dentons has opined that:

(a) the Articles are the most authoritative source of instructions and guidance on how the Remaining Funds should be distributed to OAI’s shareholders;

(b) the Articles establish that OAI’s share capital consists of preferred shares issuable in series by way of series A preferred shares” and series B preferred shares (collectively, the “Preferred Shares”) and common shares (the “Common Shares”);

(c) the Articles stipulate the priority of Preferred Shares over the Common Shares, which priority is not qualified elsewhere in the Minute Book, the Articles or the USA;

(d) the Articles provide that, with respect to the payment of dividends or the return of capital upon the liquidation, dissolution or winding-up of OAI, the Preferred Shares rank pari passu with each other, and such Preferred Shares are entitled to preference over the Common Shares;

(e) the Minute Book provides that there are 9,865,403 issued and outstanding Preferred Shares (comprised of 6,942,325 Series A Preferred Shares and 2,923,078 Series B Preferred Shares), held among eight separate preferred shareholders; and

(f) the Preferred Shares have a priority claim on distributions of property or assets of the OAI equal to $6,749,908.73 (plus the amount of all declared and unpaid dividends in respect of the Preferred Shares, if any) (the “Preferred Share Priority Amount”) before the Common Shares have a right to participate in the return of capital (such amount is the product of 9,865,403 Preferred Shares multiplied by $0.6842).

NATDOCS\47998881\V-5 8 - 8 -

21. The Remaining Funds will be insufficient to fully satisfy the Preferred Share Priority Amount. The Sales Officer therefore proposes to distribute the Remaining Funds to the holders of Preferred Shares on a pro rata basis according to their respective holdings of Preferred Shares.

22. The Sales Officer is of the view that the Preferred Shareholder Distribution is appropriate and reasonable in the circumstances.

Approval of Professional Fees

23. As detailed in the Sixth Report, the Sales Officer has worked diligently to carry out its duties in good faith and in the best interest of OAI and its stakeholders.

24. The Sales Officer and Dentons have maintained detailed records of their professional time and costs from November 1, 2019 up to an including July 31, 2020, for the Sales Officer, and from December 1, 2019 up to and including July 31, 2020, for Dentons. The Sales Officer has implemented reasonable measures to control the time spent and costs incurred in these proceedings.

25. The Sales Officer and Dentons estimate that they will each incur further fees and disbursements to complete the Remaining Activities (as defined below), as set out in the Sixth Report (based on the assumption that the proposed Distribution and Discharge Order is granted).

26. Pursuant to paragraph 26 of the Appointment Order, the Sales Officer and its counsel shall be paid their reasonable fees and disbursements and shall pass their accounts before this Court.

27. The Sales Officer has reviewed the accounts of its counsel and believes that the accounts of the Sales Officer and Dentons as set out in the Fee Affidavits, together with the Remaining Fees, are reasonable in the circumstances and have been or will be incurred in accordance with the provisions of the Appointment Order.

NATDOCS\47998881\V-5 9 - 9 -

Discharge of the Sales Officer

28. The Sales Officer's remaining activities and duties will include: (a) attending Court for the motion seeking the proposed Distribution and Discharge Order, (b) continuing attempts to complete the Outstanding Distributions, (c) the payment of the Remaining Fees, (d) completing the Preferred Shareholder Distribution, (e) delivering any books and records in the possession of the Sales Officer to OAI, or its legal counsel, (f) any other matters that may arise in respect of these proceedings and the motion seeking the Sales Officer's discharge, and (g) filing of the Sales Officer's Discharge Certificate (collectively, the "Remaining Activities"). Once the Sales Officer has completed the Remaining Activities, the Sales Officer will file the Sales Officer's Discharge Certificate with the Court certifying that the Remaining Activities have been completed.

29. To the best of the Sales Officer's knowledge and belief, all duties of the Sales Officer as set out in the Appointment Order have been or will be completed and the Sales Officer respectfully submits that this Court grant an Order discharging the Sales Officer, subject to the Sales Officer completing the Remaining Activities.

30. Once the Sales Officer has completed the Remaining Activities, the Sales Officer will file the Sales Officer’s Discharge Certificate, substantially in the form attached as Schedule “B” to the proposed Distribution and Discharge Order, with the Court certifying that all Remaining Activities have been completed.

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

permit.

NATDOCS\47998881\V-5 10 - 10 -

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE MOTION:

1. The Sixth Report of the Sales Officer; and

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

NATDOCS\47998881\V-5 11

Schedule “A” Conference Details to join Motion via Zoom

Join Zoom Meeting: https://dentons.zoom.us/j/99969547685?pwd=RVZxbGh0ckx1cVA4R3dSUENNWW90Zz09

Meeting ID: 999 6954 7685 Password: 176686

Dial in information Toll Free: 1 (855) 703-8985 Local: 1 (647) 558-0588

NATDOCS\47998881\V-5

Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent

ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

NOTICE OF MOTION

(returnable August 21, 2020)

DENTONS CANADA LLP Toronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0A1 Robert Kennedy (LSO # 47407O) Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected] Mark Freake (LSO # 63656H) Tel: (416) 863-4456 [email protected] Lawyers for KPMG Inc.in its capacity as Court- appointed Sales Officer

NATDOCS\47998881\V-5

TAB 2 13

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF THE WINDING UP OF OXFORD ADVANCED IMAGING INC.

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16

SIXTH REPORT OF KPMG INC. in its capacity as SALES OFFICER OF OXFORD ADVANCED IMAGING INC.

August 14, 2020

NATDOCS\47572349\V-6 14 - 2 -

TABLE OF CONTENTS

Page

I. INTRODUCTION AND SUMMARY OF PROCEEDINGS 4

II. PURPOSE OF THIS SIXTH REPORT 6

III. UPDATE ON THE SALES OFFICER’S ACTIVITIES 8

IV. TRANSACTION POST-CLOSING MATTERS 9

V. CLAIMS PROCEDURE 10

VI. RECEIPTS AND DISBURSEMENTS 12

VII. PROPOSED DISTRIBUTION 14

VIII. APPROVAL OF PROFESSIONAL FEES 17

IX. SALES OFFICER DISCHARGE 18

X. CONCLUSION 19

NATDOCS\47572349\V-6 15 - 3 -

LIST OF APPENDICES

Appendix A – Appointment Order

Appendix B – Fourth Report (without appendices)

Appendix C – Claims Procedure Order

Appendix D – Fifth Report (without appendices)

Appendix E – Second Distribution Order

Appendix F – Preferred Shareholder Distribution Schedule

Appendix G – Fee Affidavit of Anamika Gadia of KPMG sworn August 13, 2020

Appendix H – Fee Affidavit of Robert Kennedy of Dentons sworn August 14, 2020

NATDOCS\47572349\V-6 16 - 4 -

I. INTRODUCTION AND SUMMARY OF PROCEEDINGS

1. The Toronto-Dominion Bank (“TD Bank”) filed an application (the “Application”) before the Ontario Superior Court of Justice (Commercial List) (the “Court”) for interim relief pursuant to sections 207 and 209 of the Business Corporations Act (Ontario) for, among other things, an order for the sale of the assets and business of Oxford Advanced Imaging Inc. (“OAI”) and for the appointment of KPMG Inc. (“KPMG”) as sales officer of OAI (the “Sales Officer”).

2. The Application was heard on August 29, 2018 and KPMG was appointed Sales Officer (the “Appointment Order”) which, among other things, authorized and directed the Sales Officer to carry out a process for the sale of the assets and business of OAI (the “Property”). A copy of the Appointment Order is attached as Appendix “A” herein.

3. The Property consisted of all the assets, undertakings and properties acquired for, or used in relation to, OAI’s diagnostic imaging clinics. The operations of OAI consisted of two clinics, one is located in Mississauga, Ontario and the other one is located in Ajax, Ontario.

4. The Sales Officer issued its first report to the Court on November 12, 2018 (the “First Report”). As detailed in the First Report, the Sales Officer brought a motion returnable on November 20, 2018 seeking an Approval and Vesting Order approving: (a) the sale transaction (the “Transaction”) contemplated by an asset purchase agreement between the Sales Officer and 2659428 Ontario Inc. (the “Purchaser”) dated October 25, 2018 (the “Asset Purchase Agreement”), as amended by an amending agreement dated November 19, 2018 (the “First Amendment”) and a second amending agreement dated April 23, 2019 (the “Second Amendment”, and together with the Asset Purchase Agreement and First Amendment, the “Amended Asset Purchase Agreement”) and vesting in the Purchaser, OAI’s right, title and interest in and to the assets described in the Amended Asset Purchase Agreement, and (b) the Sales Officer’s activities as set forth in the First Report.

5. The Sales Officer issued its second report to the Court on April 26, 2019 (the “Second Report”). As detailed in the Second Report, the Sales Officer brought a motion returnable

NATDOCS\47572349\V-6 17 - 5 -

on May 2, 2019 seeking an Order approving: (a) the Second Amendment, and (b) approving the activities of the Sales Officer as set out in the Second Report and approving the fees and disbursements of the Sales Officer and the Sales Officer’s legal counsel, Dentons Canada LLP (“Dentons”), for the period up to January 30, 2019.

6. The Sales Officer issued its third report to the Court on June 12, 2019 (the “Third Report”). As detailed in the Third Report, the Transaction closed on May 30, 2019 and the Sales Officer brought a motion returnable on June 18, 2019 seeking an Order (the “First Distribution Order”): (a) updating the Court with respect to the closing of the Transaction, (b) authorizing and approving the Sales Officer to make a distribution from the proceeds of the closing of the Transaction (the “Sale Proceeds”) to TD Bank and ECN Financial Inc. (“ECN”) in full and final satisfaction of the indebtedness owing by OAI to each of TD Bank and ECN, and to KPMG Corporate Finance Inc. (“KPMG CF”) and Blake, Cassels & Graydon LLP (“Blakes”) for the fees and disbursements incurred by OAI prior to the making of the Appointment Order, and (c) approving the activities of the Sales Officer as set out in the Third Report and approving the fees and disbursements of the Sales Officer and Dentons for the period of February 1, 2019 to May 31, 2019.

7. The Sales Officer issued its fourth report to the Court on August 23, 2019 (the “Fourth Report”). A copy of the Fourth Report (without appendices) is attached as Appendix “B” herein. As detailed in the Fourth Report, the Sales Officer brought a motion returnable on August 29, 2019 seeking an Order (the “Claims Procedure Order”): (a) approving and authorizing the Claims Procedure (as defined in the Claims Procedure Order) and authorizing, directing and empowering the Sales Officer to implement and carry out the Claims Procedure in accordance with the terms of the Claims Procedure Order, and (b) approving the activities of the Sales Officer as set out in the Fourth Report. On August 29, 2019, the Court granted the Claims Procedure Order. A copy of the Claims Procedure Order is attached as Appendix “C” herein.

8. The Sales Officer issued its fifth report to the Court on December 4, 2019 (the “Fifth Report”). A copy of the Fifth Report (without appendices) is attached as Appendix “D” herein. As detailed in the Fifth Report, the Sales Officer brought a motion returnable on

NATDOCS\47572349\V-6 18 - 6 -

December 9, 2019, seeking an Order (the “Second Distribution Order”): (a) approving and authorizing the Sales Officer to make a distribution from the Sale Proceeds to each Creditor with a Proven Claim (as defined in the Claims Procedure Order) against OAI (the “Second Distribution”), and (b) approving the activities of the Sales Officer as set out in the Fifth Report and approving the fees of the Sales Officer for the period of June 1, 2019 to October 31, 2019, and the fees of Dentons for the period of June 1, 2019 to November 30, 2019. On December 9, 2019, the Court granted the Second Distribution Order. A copy of the Second Distribution Order is attached as Appendix “E” herein.

9. Capitalized terms used but not otherwise defined herein shall have the same meanings set out in the Claims Procedure Order.

II. PURPOSE OF THIS SIXTH REPORT

10. The purpose of the Sales Officer’s sixth report to the Court dated August 14, 2020 (the “Sixth Report”) is to:

(a) update this Honourable Court with the respect to:

(i) the completion of the Transaction post-closing matters;

(ii) the status of the Claims Procedure and the distribution in respect of the proof of claim filed by Her Majesty the Queen in right of Ontario c/o the Ministry of Health (the “MoH Claim”);

(iii) the Sales Officer’s activities since the date of the Fifth Report including, without limitation, the Sales Officer’s discussions with OAI and the Ministry of Health (the “MoH”) relating to OAI’s claims for additional funding for services previously delivered pursuant to the Licenses (as defined herein) and the Funding Agreements (as defined herein); and

(iv) the Sales Officer’s statement of receipts and disbursements up to and including August 12, 2020 (the “R&D Statement”);

NATDOCS\47572349\V-6 19 - 7 -

(b) provide this Honourable Court with the necessary information to support an Order (the “Distribution and Discharge Order”):

(i) approving and authorizing the Sales Officer to make a distribution of the Remaining Funds (as defined herein and as set out in the R&D Statement), following the payment of the Remaining Fees (as defined herein) and if applicable, the Outstanding Distributions (as defined herein), to the holders of the Preferred Shares (as defined herein) of OAI on a pro rata basis (the “Preferred Shareholder Distribution”);

(ii) forever barring and extinguishing the claims of the Absent Creditors (as defined herein) in respect of the Outstanding Distributions in the event the Outstanding Distributions form part of the Preferred Shareholder Distribution;

(iii) approving the Sixth Report and the activities of the Sales Officer as set out in this Sixth Report;

(iv) approving the R&D Statement;

(v) approving the fees of the Sales Officer for the period of November 1, 2019 to July 31, 2020, and Dentons for the period of December 1, 2019 to July 31, 2020, together with the Remaining Fees; and

(vi) discharging KPMG as Sales Officer effective upon the filing of the Sales Officer’s discharge certificate, attached as Schedule “B” to the proposed Distribution and Discharge Order (the “Sales Officer’s Discharge Certificate”), certifying that the Remaining Activities (as defined herein) have been completed to the satisfaction of the Sales Officer.

11. Unless otherwise stated, all monetary amounts contained herein are expressed in Canadian dollars.

NATDOCS\47572349\V-6 20 - 8 -

12. The information contained in this Sixth Report has been obtained from the books and records and other information of OAI. The accuracy and completeness of the financial information contained herein has not been audited or otherwise verified by the Sales Officer, and the Sales Officer does not express an opinion or provide any other form of assurance with respect to the information presented herein or relied upon by the Sales Officer in preparing this Sixth Report.

13. Future oriented financial information reported or relied on in preparing this Sixth Report is based on OAI management’s assumptions regarding future events; actual results may vary from forecast and such variations may be material.

III. UPDATE ON THE SALES OFFICER’S ACTIVITIES

14. Since the date of the Fifth Report, the Sales Officer has:

(a) completed the Second Distribution in accordance with the Second Distribution Order;

(b) continued to work with the Purchaser and its counsel with respect to the completion of the transfer of certain patient data pursuant to the Amended Asset Purchase Agreement and the reconciliation of Data Migration (as defined herein) costs;

(d) engaged in various discussions with OAI’s counsel and the MoH regarding a claim asserted by OAI relating to additional funding obligations of the MoH to OAI (the “Funding Claim”) under independent health facility licence numbers 5094573 (A061 – Mississauga) and 6991291 (A062 – Ajax) (collectively, the “Licenses”), and the corresponding transfer payment agreements (collectively, the “Funding Agreements”), as detailed herein;

(e) engaged in various discussions with OAI’s counsel and counsel to certain of OAI’s shareholders with respect to making a further distribution of funds in the possession of the Sales Officer;

NATDOCS\47572349\V-6 21 - 9 -

(f) obtained copies of OAI’s minute book (the “Minute Book”), articles of incorporation (as amended, the “Articles”), unanimous shareholders’ agreement (“USA”) and other corporate records and instructed Dentons to conduct a review of same and assess shareholder claims to the funds remaining in the Sales Officer’s possession; and

(g) completed other miscellaneous administrative obligations of the Sales Officer pursuant to the Appointment Order.

IV. TRANSACTION - POST-CLOSING MATTERS

15. The post-closing data migration activities of the Purchaser pursuant to the Amended Asset Purchase Agreement were completed in January 2020. The post-closing migration related to the transfer of certain patient data, as required pursuant to the Independent Health Facilities Act (Ontario) (the “Data Migration”).

16. Pursuant to an Undertaking and Indemnity dated May 30, 2019 (the “Undertaking”), the Purchaser agreed to pay a fixed amount of $3,000 per month to the Sales Officer in respect of the costs associated with the Data Migration process. From the date of closing of the Transaction, the Purchaser paid the required monthly payment to the Sales Officer in accordance with the Undertaking. However, the Purchaser also paid amounts directly to the data service provider for the months of October 2019 to January 2020 (the “Overpayment Period”), as requested by Oxford Medical Imaging Inc. (who shared in the data management system with OAI). As a result, the Purchaser has “double” paid the monthly Data Migration costs during the Overpayment Period. For greater clarity, the Sales Officer only paid the service provider up to and including September 2019 and did not pay during the Overpayment Period.

17. Following various discussions between the Sales Officer, Dentons, the Purchaser and its counsel, the Sales Officer agreed to reimburse the monthly costs paid by the Purchaser pursuant to the Undertaking for the Overpayment Period totalling $12,000.

18. The Sales Officer has reimbursed $12,000 to the Purchaser.

NATDOCS\47572349\V-6 22 - 10 -

V. STATUS OF THE CLAIMS PROCEDURE – OAI FUNDING CLAIM

19. Pursuant to the Claims Procedure Order, the Sales Officer administered a dual-process Claims Procedure which involved: (a) delivering a claim statement to known creditors (the “Known Creditors”), and (b) simultaneously publishing a general call for claims to other potential creditors of OAI.

20. The results of the Claims Procedure are detailed in the Fifth Report. Shortly following the granting of the Second Distribution Order, the Sales Officer made the Second Distribution in full satisfaction of all Proven Claims, save for the MoH Claim (discussed below).

Outstanding Distributions

21. Notwithstanding that the Sales Officer has made the Second Distribution, two Known Creditors have yet to deposit the distribution cheque delivered by the Sales Officer in satisfaction of their Proven Claims (collectively, the “Outstanding Distributions”). The particulars of the Known Creditors holding the Outstanding Distributions are as follows: (a) QuByte Corp. (“QuByte”) in the amount of $406.80, and (b) Bracco Imaging Canada in the amount of $7,766.95 (“Bracco”).

22. The Sales Officer has taken the following steps to deliver the Outstanding Distributions, without success:

(a) Various correspondence to OAI for additional contact information for QuByte and Bracco (collectively, the “Absent Creditors”), without a reply;

(b) QuByte: internet searches for updated contact information, without success; and

(c) Bracco: internet searches for updated contact information, without success, and voicemails left on a general line, without a return call.

23. The Sales Officer is requesting that the Court direct the Sales Officer to continue attempts to locate and communicate with QuByte and Bracco to facilitate the delivery Outstanding Distributions for an additional 15 day period (the “Payment Period”). In the event the Sales Officer is unable to deliver the Outstanding Distributions within the Payment Period,

NATDOCS\47572349\V-6 23 - 11 -

the Sales Officer requests that the aggregate Proven Claim amounts of QuByte and Bracco be distributed as part of the Preferred Shareholder Distribution, and thereafter barring and extinguishing the claims of the Absent Creditors in respect of the Outstanding Distributions.

MoH Claim

24. The MoH Claim is based on overfunded payments to OAI under the Funding Agreements in the aggregate amount of $151,746. In reviewing and assessing the MoH Claim, the Sales Officer:

(a) obtained copies of the Funding Agreements, together with other relevant documentation and correspondence between the MoH and OAI with respect to the MoH Claim;

(b) solicited written submissions from each of the MoH and OAI regarding the merits of the MoH Claim; and

25. Following a thorough review and assessment of the relevant documentation and submissions, the Sales Officer, in its discretion, determined to accept the full amount of the MoH Claim, being $151,746, as a Proven Claim in accordance with the Claims Procedure. On June 2, 2020, Dentons, on behalf of the Sales Officer, delivered a Notice of Proven Claim to the MoH confirming that the Sales Officer had accepted the MoH Claim as a Proven Claim. OAI supports the Sales Officer’s determination of the MoH Claim as a Proven Claim.

Funding Claim

26. During the course of the assessment and determination of the MoH Claim, the Sales Officer was made aware of the Funding Claim which, as noted above, is a claim asserted by OAI

NATDOCS\47572349\V-6 24 - 12 -

against the MoH for additional funding obligations pursuant to the Licenses and the Funding Agreements.

27. The Funding Claim fell outside the scope of the Claims Procedure, as it is a claim asserted by and not against OAI. However, during the assessment of the MoH Claim, the Sales Officer noted the overlap in parties and potential set-off issues raised by the parties in respect of the Funding Claim and the MoH Claim. In the circumstances, the Sales Officer engaged in various without prejudice discussions with OAI and the MoH regarding the resolution of the Funding Claim.

28. In July 2020, counsel to OAI and counsel to the MoH advised the Sales Officer that the parties had consensually resolved the Funding Claim and that pursuant to such agreement:

(a) the MoH would deliver the sum of $737,240.62 (the “Funding Claim Funds”) to the Sales Officer, to be held for the benefit of OAI and to be dealt with in the same manner as the remaining Sale Proceeds in the Sales Officer’s possession; and

(b) the Funding Claim Funds were being delivered in full and final satisfaction of the MoH’s obligations to OAI and in full and final satisfaction of the Funding Claim.

29. Shortly following the settlement in relation to the Funding Claim, the Sales Officer, OAI and MoH agreed to deduct the MoH Claim in its entirety against the Funding Claim Funds.

30. On July 30, 2020, the Sales Officer received the total amount of $585,594.62 from the MoH thereby resolving the payment of the MoH Claim and the Funding Claim.

31. The Funding Claim Funds (net) are currently held in trust with the Sales Officer and the deposit is reflected in the R&D Statement.

VI. RECEIPTS AND DISBURSEMENTS

32. The The following table provides a summary of the total receipts and disbursements in the Sales Officer’s trust account from August 29, 2018 to August 12, 2020 (the “R&D Period”):

NATDOCS\47572349\V-6 25 - 13 -

Oxford Advanced Imaging Inc. Statement of Receipts and Disbursements in the Sales Officer's Trust Account For the period August 29, 2018 to August 12, 2020 Amounts in CAD Receipts Total Sale Proceeds 26,028,243 Funding Claim 737,241 Interest received 91,869 Data Migration reimbursements 12,000 Total Receipts 26,869,352 Disbursements Sales Officer's fees 871,444 Denton's fees 727,032 Data Migration costs 17,362 Total Disbursements 1,615,839

Distributions TD Bank 9,252,708 ECN 11,280,690 KPMG CF 1,041,289 Blakes 425,311 Unsecured creditors 264,474 Total Distributions 22,264,473

Closing Cash Balance 2,989,041

33. Receipts during the R&D Period were $26,869,352 and consist of:

(a) the Sale Proceeds from the Transaction of $26,028,243;

(b) gross proceeds from the Funding Claim of $737,241;

(c) interest of $91,869 earned on the funds received into the Sales Officer’s trust account and invested by the Sales Officer; and

(d) reimbursement of Data Migration costs of $12,000 by the Purchaser pursuant to the Undertaking (this amount is net of the reimbursement to the Purchaser of the amounts paid by the Purchaser pursuant to the Undertaking in relation to the Overpayment Period).

34. Disbursements during the R&D Period total approximately $1,615,839 and consist of:

(a) the Sales Officer’s fees and disbursements in the amount of $871,444;

(b) Denton’s fees and disbursements in the amount of $727,032; and

NATDOCS\47572349\V-6 26 - 14 -

35. The Sales Officer has made distributions to Creditors from the Sale Proceeds in the total amount of $22,264,473 consisting of:

(a) a distribution to TD Bank in the amount of $9,252,708 pursuant to the First Distribution Order;

(b) a distribution to ECN in the amount of $11,280,690 pursuant to the First Distribution Order;

(d) a distribution to Blakes in the amount of $425,311 pursuant to the First Distribution Order; and

(e) distribution to unsecured creditors with Proven Claims in amount of $264,474 pursuant to the Second Distribution Order.

36. As of August 12, 2020, the excess of receipts over disbursements is approximately $2,989,041 (the “Remaining Funds”). As further described below, the Receiver is seeking authorization to distribute the Remaining Funds, following payment of the Remaining Fees and the Outstanding Distributions (as applicable), on account of the proposed Preferred Shareholder Distribution.

37. The Sales Officer seeks Court approval of the R&D Statement.

VII. PROPOSED DISTRIBUTION

38. The Sales Officer is reasonably satisfied that all Claims have been finally determined pursuant to the Claims Procedure Order, and that all Claims against OAI have been satisfied (except for the Outstanding Distributions). Therefore, following the earlier of the delivery of the Outstanding Distributions or the expiry of the Payment Period, the Sales Officer proposes to distribute the Remaining Funds, after payment of the Remaining Fees herein, to OAI’s shareholders in accordance with the distribution provisions contained in the Minute Book, the Articles and the USA, as applicable.

NATDOCS\47572349\V-6 27 - 15 -

39. The Sales Officer has obtained an opinion from Dentons1 regarding a distribution to OAI’s shareholders. Subject to the customary qualifications and assumptions contained therein, Dentons has opined that:

(a) the Articles are the most authoritative source of instructions and guidance on how the Remaining Funds should be distributed to OAI’s shareholders;

(b) the Articles establish that OAI’s share capital consists of preferred shares issuable in series by way of “series A preferred shares” and “series B preferred shares” (collectively, the “Preferred Shares”) and common shares (the “Common Shares”);

(c) the Articles stipulate in Schedule A, section (b) the priority of the Preferred Shares over the Common Shares: “The Preferred Shares of each series shall, with respect to the payment of dividends, the return of capital on the liquidation, dissolution or winding-up of the Corporation and Other Distributions, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the common shares and the shares of any other class or classes ranking junior to the Preferred Shares of the Corporation, as a class.”, which priority is not qualified elsewhere in the Minute Book, the Articles or the USA;

(d) the Articles provide that, with respect to the return of capital upon the liquidation, dissolution or winding-up of OAI, or other distribution of the property or assets of OAI, the Preferred Shares rank pari passu with each other, and such Preferred Shares are entitled to preference over the Common Shares:

In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the property or assets of the Corporation among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, before any payment shall be made to the holders of the common shares or any other class or classes of shares ranking junior to the Preferred Shares, as a

1 A copy of Dentons’ opinion is available upon request.

NATDOCS\47572349\V-6 28 - 16 -

class, the holders of the Series A Preferred Shares, ranking equally with the holders of the Series B Preferred Shares, shall be entitled to receive an amount equal to the Aggregate Series A Purchase Price together with all dividends declared thereon and unpaid in respect of all the issued and outstanding Series A Preferred Shares held by them. [Articles, Schedule B, section B(3) applicable to the series A preferred shares, and the analogous provision in section C(3) applicable to the series B preferred shares];

(e) the Articles define the series A purchase price and series B purchase price for each applicable Preferred Share as an amount equal to $0.6842 per Preferred Share and the aggregate series A (and series B) purchase price as the amount equal to the product of such purchase price multiplied by the total number of issued and outstanding Preferred Shares;

(f) the Minute Book provides that there are 9,865,403 issued and outstanding Preferred Shares (comprised of 6,942,325 series A preferred shares and 2,923,078 series B preferred shares), held among 8 separate preferred shareholders; and

(g) the Preferred Shares have a priority claim on distributions of property or assets of the OAI equal to $6,749,908.73 (plus the amount of all declared and unpaid dividends in respect of the Preferred Shares, if any) (the “Preferred Share Priority Amount”) before the Common Shares have a right to participate in the return of capital (such amount is the product of 9,865,403 Preferred Shares multiplied by $0.6842).

40. The Remaining Funds will be insufficient to fully satisfy the Preferred Share Priority Amount. The Sales Officer therefore proposes to distribute the Remaining Funds, following payment of the Remaining Fees, to the holders of the Preferred Shares on a pro rata basis according to their respective holdings of the Preferred Shares, pursuant to the Articles in Schedule B, section (B)(3) applicable to the series A preferred shares, and the analogous provision in section C(3) applicable to the series B preferred shares:

NATDOCS\47572349\V-6 29 - 17 -

If there shall be insufficient funds to pay to all the holders of the Series A Preferred Shares of the amounts provided above, then the remaining property and assets of the Corporation shall be distributed to the holders of the Series A Preferred Shares and the holders of all other series of the Preferred Shares, ranking pari passu, on a pro rata basis.

41. The Sales Officer is of the view that the Preferred Shareholder Distribution is appropriate and reasonable in the circumstances and proposes the pro rata distribution, as set out in Appendix “G”.

VIII. APPROVAL OF PROFESSIONAL FEES

42. The Sales Officer and Dentons have maintained detailed records of their professional time and costs from November 1, 2019 up to an including July 31, 2020 for the Sales Officer, and from December 1, 2019 up to and including July 31, 2020 for Dentons (collectively the “Fee Period”), as detailed in the Fee Affidavit of Anamika Gadia of KPMG sworn August 13, 2020 and the Fee Affidavit of Robert Kennedy of Dentons sworn August 14, 2020 (collectively, the “Fee Affidavits”). Copies of the Fee Affidavits are attached as Appendix “H”, and Appendix “I”, respectively.

43. Pursuant to paragraph 26 of the Appointment Order, the Sales Officer and its counsel, shall be paid their reasonable fees and disbursements and shall pass their accounts before this Court.

44. The fees and disbursements of the Sales Officer during the Fee Period total $84,613 plus Harmonized Sales Tax in the amount of $10,999.76. The details of the time spent and the services provided by the Sales Officer are more particularly described in the Fee Affidavit of Anamika Gadia.

45. The fees and disbursements of Dentons during the Fee Period total $131,497.80, plus Harmonized Sales Tax in the amount of $17,053.11. The details of the time spent and the services provided by Dentons are more particularly described in the Fee Affidavit of Robert Kennedy.

NATDOCS\47572349\V-6 30 - 18 -

46. The Sales Officer estimates that it will incur a further $40,000 in fees and disbursements (including the fees incurred from August 1 to the date of this Sixth Report), plus applicable taxes (the “Remaining Sales Officer’s Fees”) to complete its duties under the Appointment Order in this proceeding. Dentons estimates that it will incur a further $40,000 in fees and disbursements (including the fees incurred from August 1 to the date of this Sixth Report), plus applicable taxes (the “Remaining Legal Fees”, and together with the Remaining Sales Officer’s Fees, the “Remaining Fees”) to complete the Remaining Activities. The Sales Officer notes that the Remaining Fees estimate is based upon the Court granting the proposed Distribution and Discharge Order.

47. The Sales Officer has reviewed the accounts of its counsel and believes that the accounts of the Sales Officer and Dentons, together with the Remaining Fees, are reasonable in the circumstances and have been or will be incurred in accordance with the provisions of the Appointment Order. The Sales Officer respectfully requests that the Court approve the Sales Officer’s fees and disbursements and those of Dentons, including the Remaining Fees.

IX. SALES OFFICER DISCHARGE

48. The Sales Officer’s remaining activities and duties will include: (a) attending Court for the motion seeking the proposed Distribution and Discharge Order, (b) continuing attempts to complete the Outstanding Distributions, (c) the payment of the Remaining Fees, (d) completing the Preferred Shareholder Distribution, (e) delivering any books and records in the possession of the Sales Officer to OAI, or its legal counsel, (f) any other matters that may arise in respect of these proceedings and the motion seeking the Sales Officer’s discharge, and (g) filing of the Sales Officer’s Discharge Certificate (collectively, the “Remaining Activities”). Once the Sales Officer has completed the Remaining Activities, the Sales Officer will file the Sales Officer’s Discharge Certificate with the Court certifying that the Remaining Activities have been completed.

49. To the best of the Sales Officer’s knowledge and belief, all duties of the Sales Officer as set out in the Appointment Order have been or will be completed and the Sales Officer

NATDOCS\47572349\V-6 31 - 19 -

respectfully submits that this Court grant an Order discharging the Sales Officer, subject to the Sales Officer completing the Remaining Activities.

X. CONCLUSION

50. The Sales Officer submits this Sixth Report to the Court in support of the Sales Officer’s Motion for the relief as set out in the Motion Record and recommends that the Court grant the Order substantially in the form contained at Tab 3 of the Motion Record:

(a) approving and authorizing the Sales Officer to make the Preferred Shareholder Distribution;

(b) forever barring and extinguishing the claims of the Absent Creditors in respect of the Outstanding Distributions in the event the Outstanding Distributions form part of the Preferred Shareholder Distribution pursuant to the Distribution and Discharge Order;

(d) approving the R&D Statement;

(e) approving the professional fees and disbursements (including the Remaining Fees) of the Sales Officer and those of its legal counsel as more particularly described in the Fees Affidavits and the Sixth Report, and authorizing the Sales Officer to pay all fees and disbursements from the Remaining Funds;

(f) discharging the Sales Officer, subject to the Sales Officer completing the Remaining Activities and the filing of the Sales Officer’s Discharge Certificate; and

(g) declaring that, upon filing the Sales Officer’s Discharge Certificate, KPMG is released and discharged from any and all liability that KPMG now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of

NATDOCS\47572349\V-6 32 - 20 -

KPMG while acting as Sales Officer, save and except for the Sales Officer’s gross negligence or wilful misconduct.

All of which is respectfully submitted at Toronto, Ontario this 14th day of August, 2020.

KPMG Inc., in its capacity as Court Appointed Sales Officer of Oxford Advanced Imaging Inc. and not in its personal capacity

Per: ______Anamika Gadia Senior Vice President

NATDOCS\47572349\V-6 33

Appendix “A” to the Sixth Report of the Sales Officer

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE /U q m ) WEDNESDAY, THE 29th ) justice CooUJ^v ) DAY OF AUGUST, 2018 7

THE TORONTO-DOMINION BANK

Applicant

- and -

OXFORD ADVANCED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.0.1990, c. B-16, AS AMENDED

ORDER

THIS APPLICATION by The Toronto-Domini on Bank (“TD Bank”) for interim relief pursuant to Section 207 and 209 of the Business Corporations Act (Ontario) for, among other things, an order for the sale of the business of Oxford Advanced Imaging Inc. (“OAI”) and for the appointment of KPMG Inc. (“KPMG”) as Sales Officer (as defined herein), and for other relief was brought on this day at 330 University Avenue, Toronto.

ON READING the Affidavit of Maurice Moffett sworn August 17, 2018 and the Exhibits thereto, the Application Record of the Applicant, the Consent of KPMG to act as Sales Officer, and upon hearing the submissions of counsel for the Applicant, counsel for OAI, and counsel for the proposed Sales Officer, and any party appearing as listed on the Counsel Slip, no one appearing for any other person on the service list, although properly served as appears from the affidavits of Rose Del Sordo sworn August 23, 2018 and Paula Hoosain sworn August 21, 2018, both filed: 35

APPOINTMENT OF SALES OFFICER 1. THIS COURT ORDERS that KPMG is hereby appointed as the sales officer (“Sales Officer”) to carry out a process (the “Sale Process”) for the sale of the assets and business of OAI (collectively, the “Property”).

2. THIS COURT ORDERS that the Sales Officer is not and shall not be deemed to be a receiver as defined in the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”), and shall not be required to provide notice of its appointment or any statement or reports in accordance with sections 245 and 246 of the BIA.

SALES OFFICER’S POWERS

3. THIS COURT ORDERS that the Sales Officer is hereby empowered and authorized, but not obligated, to act at once in respect of the sale of the Property and, without in any way limiting the generality of the foregoing, the Sales Officer is hereby expressly empowered and authorized to do any of the following where the Sales Officer considers it necessary or desirable:

(a) to review and monitor the cash receipts and disbursements of OAI;

(b) to market any or all of the Property including soliciting offers in respect of the Property or any part or parts thereof and negotiating such terms and conditions of sale as the Sales Officer in its sole discretion may deem appropriate;

(c) to enter into one or more sales agreements on behalf of OAI for all or any part of the Property, subject to Court approval;

(d) to engage consultants, appraisers, agents, brokers, experts, auditors, accountants, managers, counsel, tax advisors, and such other persons from time to time and on whatever basis, including on a temporary basis;

(e) 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;

(f) to receive the proceeds of any sale of the Property and, subject to further orders of this Court, to distribute the proceeds of any sale of the Property or any part or parts 36

thereof to secured creditors, including TD Bank and ECN Financial Inc. (“ECN”), as to the priority of secured creditors’ security and subject to any inter-creditor or priority agreements as may exist between them;

(g) to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations;

(h) to engage with, meet, communicate and consult with representatives of the Ministry of Flealth and Long Term Care (the “Ministry”), independently from OAI or other affected parties, with respect to all matters concerning or relating to License Numbers 5094573, 6991291 and 0092384 (collectively, the “Licenses”), including but not limited to the maintenance of the good standing of the Licenses and the proposed transfer of the Licenses in the course of the Sale Process, and neither the Sales Officer nor the Ministry shall be subject to any liability as a result of such discussions or consultations;

(i) to independently report to, meet with and discuss with each of TD Bank, ECN and the shareholders of OAI (collectively, the “Shareholders”) on a regular basis as the Sales Officer deems appropriate (and in its sole discretion) in order to keep these parties regularly informed on all matters relating to the Sale Process and to the projected and actual cash flows of OAI, subject to such term as to confidentiality as the Sales Officer deems advisable; provided, however, the Sales Officer shall not be required to follow any recommendations of TD Bank, ECN or of any Shareholder;

(j) to apply to Court to seek advice and direction with respect to any of the Sales Officer’s powers or duties as set out in this Order;

(k) be at liberty to engage independent legal counsel or such other persons as the Sales Officer deems necessary or advisable respecting the exercise of its powers and performance of its obligations under this Order; and

(l) perform such other duties as are required by this Order or by this Court from time to time; 37

and in each case where the Sales Officer 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 OAI and the Shareholders, and without interference from any other Person.

4. THIS COURT ORDERS that the Sales Officer shall not take possession of the Property and shall take no part whatsoever in the management or supervision of the management of the business of OAI (the "Business") and shall not, by fulfilling its obligations hereunder, be deemed to have taken or maintained possession or control of the Business or Property, or any part thereof.

5. THIS COURT ORDERS that nothing in this Order shall be construed as resulting in the Sales Officer being an officer, director, employer, successor employer, responsible person or operator within the meaning of any statute, regulation or rule of law, or equity for any purpose whatsoever.

6. THIS COURT ORDERS that the Sales Officer shall not have any liability with respect to any losses, claims, damages or liabilities, of any nature or kind, to any Person from and after the date of this Order except to the extent such losses, claims, damages or liabilities result from the gross negligence or wilful misconduct on the part of the Sales Officer.

SALE PROCESS

7. THIS COURT ORDERS that the Sales Officer is hereby authorized and directed to carry out a Sale Process for the Property in accordance with the steps and timelines as described in Schedule "A" attached hereto. Any amendment to or extension of the timelines shall require the written approval of TD Bank and ECN or an order of the Court.

8. THIS COURT ORDERS that nothing in this Order shall prevent or limit the right of any Shareholder from bidding or making offers to purchase the Property in accordance with the terms of the Sale Process.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE SALES OFFICER

9. THIS COURT ORDERS that the Sales Officer shall have unfettered access to any Property, information or Records (defined below) of OAI as the Sales Officer shall request in its unfettered discretion for the purpose of fulfilling its duties under this Order. 38

10. THIS COURT ORDERS that (i) OAI, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on its instructions or behalf, and (iii) all other individuals, firms, 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 grant immediate and continued access to the Property and full and complete access to the books and records including information regarding the Business, the Property and any transactions with OAI to the Sales Officer to the extent required to perform its duties arising under this Order.

11. THS COURT ORDERS that upon the Sales Officer’s request, the Ministry is hereby authorized and requested to provide to the Sales Officer all information and Records (as defined herein) relating to all dealings between OAI and the Ministry, including, without limitation, all matters relating to the Licenses and any existing or previous applications or requests for any transfer of the Licenses. Notwithstanding any other term in this Order, any request for Records or information from the Ministry shall be subject to the operation of applicable legislation, including the Personal Health Information Protection Act, 2004, S.O. 2004, c 3, Sch A, and the common law. In the event that the Sales Officer makes a request for Records or information, the Ministry is entitled to notify the Sales Officer that it opposes the request and to seek directions from this Court in respect of same, unless otherwise agreed between the Ministry and the Sales Officer with respect to the disclosure of such Records or information.

12. THIS COURT ORDERS that upon the Sales Officer's request, all Persons shall provide to the Sales Officer, or permit the Sales Officer, to make, retain and take away copies 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 OAI, 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 grant to the Sales Officer unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Sales Officer due to the privilege of any of the Shareholders (and/or any corporations or other entities wholly owned by any of the Shareholders) attaching to solicitor- client communication or due to statutory provisions prohibiting such disclosure. 39

13. 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, upon request by the Sales Officer, forthwith give unfettered access to the Sales Officer for the purpose of allowing the Sales Officer 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 Sales Officer in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Sales Officer. Further, for the purposes of this paragraph, all Persons shall provide the Sales Officer with all such assistance in gaining immediate access to the information in the Records as the Sales Officer may in its discretion require including providing the Sales Officer with instructions on the use of any computer or other system and providing the Sales Officer with any and all access codes, account names and account numbers that may be required to gain access to the information.

14. THIS COURT ORDERS that the Sales Officer and its designates shall be entitled to enter any premises occupied by OAI for the purposes of exercising the Sales Officer's powers under this Order provided the Sales Officer provides at least 24 hours advance notice to any affected party.

NO PROCEEDINGS AGAINST THE SALES OFFICER

15. THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Sales Officer except with the written consent of the Sales Officer, as applicable, or with leave of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

16. THIS COURT ORDERS that no proceedings against or in respect of OAI or the Property shall be commenced or continued except with the written consent of the Sales Officer or with leave of this Court and any and all proceedings currently underway against or in respect of any of OAI or the Property are hereby stayed and suspended pending further Order of this Court. Notwithstanding the foregoing, nothing in this order affects a regulatory body’s investigation in respect of OAI or an action, suit, or proceeding that is taken in respect of OAI by or before the regulatory body. 40

17. THIS COURT ORDERS that all rights and remedies against OAI or affecting the Property are hereby stayed and suspended except with the written consent of the Sales Officer 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 OAI to carry on any business which OAI was not lawfully entitled to carry on; (ii) exempt OAI 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; (iv) prevent the registration of a claim for lien, or (v) affect a regulatory body’s investigation in respect of OAI or an action, suit, or proceeding that is taken in respect of OAI by or before the regulatory body.

FUNDING OF THE SALE PROCESS

18. THIS COURT ORDERS that OAI, subject to the consent of the Sales Officer, shall be at liberty and is hereby empowered to borrow, from TD Bank or ECN, by way of a revolving line credit or otherwise, such monies from time to time as it may consider necessary or desirable for the funding of the Business of OAI and for the funding of the Sale Process, in addition to the existing credit facilities provided by TD Bank and ECN, provided that any excess from the existing limits of borrowing available to OAI from either TD Bank or ECN does not exceed $500,000 (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the Business of OAI through the completion of the Sale Process. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the “Sale Process Borrowings Charge”) as security for the payment of the monies borrowed, together with interest in charges thereon, in priority to all other security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any person, but subordinate in priority to the Sales Officer’s Charge.

19. THIS COURT ORDERS that the Sale Process Borrowings Charge issued in connection with OAI’s boirowings under this Order shall not be enforced without leave of this Court.

20. THIS COURT ORDERS that OAI is authorized to issue certificates substantially in the form annexed as Schedule “B” hereto (the “Borrowings Certificates”) for any amount borrowed by or pursuant to this Order. 41

21. THIS COURT ORDERS that the monies from time to time borrowed by OAI through the Borrowings Certificates pursuant to this Order or any further Order of this Court and any and all Borrowings Certificates evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed by the holders of any prior issued Borrowings Certificates.

PAYMENTS TO SHAREHOLDERS

22. THIS COURT ORDERS that OAI shall not make any payments on account of shareholder loans or advance loans to any of the Shareholders, any corporation or entity associated with any of the Shareholders, or any related third parties until such time as the indebtedness of OAI to TD Bank and to ECN have been paid in full. Nothing in this provision shall prohibit payment to a shareholder for professional services rendered in accordance with usual and customary rates and terms.

SALES OFFICER TO DISTRIBUTE FUNDS

23. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of payments received or collected by the Sales Officer in connection with the Sale Process from one or more sales of the Property and after the making of this Order, shall be paid or distributed by the Sales Officer to TD Bank and ECN in accordance with their respective agreements and priorities, including pursuant to any inter-creditor or priority agreements as exist between them, subject to a formal distribution order.

PIPEDA

24. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Sales Officer 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 Sales Officer, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all 42

material respects identical to the prior use of such information by OAI and shall return all other personal information to the Sales Officer or ensure that all other personal information is destroyed.

LIMITATION ON THE SALES OFFICER'S LIABILITY

25. THIS COURT ORDERS that the Sales Officer, its officers, directors, employees and agents, shall incur no liability or obligation as a result of its appointment or carrying out the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part. The Sales Officer is an officer of the Court and not a director, officer, agent or employee of OAI and the Sales Officer shall be entitled to all of the protections afforded an officer of the Court pursuant to the terms of this Order, and any applicable legislation, at common law or otherwise.

SALES OFFICER ACCOUNTS AND CHARGES

26. THIS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall be paid their reasonable fees and disbursements by OAI, in each case at their standard rates and charges unless otherwise ordered by the Court on the passing of accounts (the “Sales Officer Fees”), and that the Sales Officer and counsel to the Sales Officer shall be entitled to and are hereby granted a charge (the "Sales Officer's Charge") on the Property, as security for such fees and disbursements, both before and after the making this Order in respect of these proceedings, and that the Sales Officer’s Charge shall form a first charge upon the Property and the proceeds thereof in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, to a maximum of $500,000. In the event the Sales Officer Fees are in an amount greater than the Sales Officer’s Charge, such amount shall form part of the Advisory Charges (as defined herein).

27. THIS COURT ORDERS that KPMG Corporate Finance Inc., Blake, Cassels & Graydon LLP and Sales Officer (if applicable) shall be entitled to and hereby granted a charge, on a pari passu basis, on the Property (the “Advisory Charge”), as security for such fees and disbursements relating to the solicitation process for the sale of Property, incurred by OAI prior to the making of this Order. The Advisory Charge shall form a third charge upon the Property and the proceeds thereof in priority to all security interests, trusts, liens, charges and 43

encumbrances, statutory or otherwise, but subsequent and subordinate to the Sale Process Borrowings Charge, the Sales Officer’s Charge and the security interests of TD Bank and ECN.

28. THIS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall pass their accounts from time to time before this Court.

GENERAL

SERVICE AND NOTICE

29. 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/sci/practice/practice-directions/toronto/e-service- protocol/) 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 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in accordance with the Protocol will be effective on transmission.

30. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Protocol is not practicable, the Sales Officer, OAI or the Applicant 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 any of OAFs stakeholders at their respective addresses as last shown on the records of OAI 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.

31. THIS COURT ORDERS that the Sales Officer may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

32. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Ontario to give effect to this Order and to assist the Sales Officer 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 44

provide such assistance to the Sales Officer, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Sales Officer and its agents in carrying out the terms of this Order.

33. THIS COURT ORDERS that the Sales Officer 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 Sales Officer 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.

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

ENTERED AT / INSCRIT A TORONTO ON/BOOK NO: LE / DANS LE REGISTRE NO: AUG 2 9 2018 45

Schedule "A" Oxford Advanced Imaging Inc. Sale Process — Steps and Timelines

Steps Timelines 1. Preparation of Marketing Materials 1 week from date of this Order . developing a list of potential strategic and financial targets in consultation with TD Bank, ECN and the shareholders

• a Sales Teaser

• a Confidential Information Memorandum (CIM) • preparation of financial forecasts by clinic • setting up an electronic "Data Room"

2. Marketing 3 weeks from date of this Order . distributing the teaser and CIM (to qualified parties who have signed an NDA)

• providing access to the Data Room responding to inquiries from interested parties • Provision of draft APA

3. Deadline for receipt of offer(s) in the form of 4-5 weeks from date of this Order in the sole a markup to the draft form of APA provided discretion of the Sales Officer 4. Review and negotiation of offer(s) 6-7 weeks from date of this Order in the sole discretion of the Sales Officer 5' Choose successful bidder 6-8 weeks from date of this Order in the sole discretion of the Sales Officer

6. Motion to approve sale(s) As soon as possible following selection of successful bidder

NOTES

1. Preparation of marketing materials is subject to available and adequate information being provided to the Sales Officer.

2. Timelines are subject to change at the discretion of the Sales Officer.

3. The Sales Officer reserves the right to accept offer(s) subject to Court approval at any time. 46

SCHEDULE"B"

BORROWING CERTIFICATE

CERTIFICATE NO.______

AMOUNT $______

1. THIS IS TO CERTIFY that Oxford Advanced Imaging Inc. (“OAF), pursuant to an Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the 29th day of August, 2018 (the "Order") made in an application having Court file number CV-18- 603360-00CL, has received from the holder of this certificate (the "Lender") the principal sum of $______, being part of the total principal sum of $______which the OAI 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 OAI 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 Sales Officer 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 OAI to any 47

person other than the holder of this certificate without the prior written consent of the holder of this certificate.

DATED the day of , 20.

OXFORD ADVANCED IMAGING INC.

Per: Name: Title: THE TORONTO-DOMEVION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceedings commenced at Toronto

ORDER

AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

D. Robb English (LSUC # 19862F) Tel: (416) 865-4748 Fax: (416) 863-1515 Email: renglish@,airdberlis.com

Lawyers for The Toronto-Dominion Bank

33375190.10 48 49

Appendix “B” to the Sixth Report of the Sales Officer

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF THE WINDING UP OF OXFORD ADVAN CED IMAGING INC.

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16

FOURTH REPORT OF KPMG INC. in its capacity as SALES OFFICER OF OXFORD ADV AN CED IMAGING INC.

August 23, 2019

41470170_3INATDOCS 51

- 2 -

TABLE OF CONTENTS

I. INTRODUCTION AND SUMMARY OF PROCEEDINGS ...... 4

II. PURPOSE OF THIS FOURTH REPORT ...... 5

III. UPDATE ON FIRST DISTRIBUTION AND POST-CLOSING MATTERS ...... 6

IV. CLAIMS PROCEDURE ORDER...... 7

V. CONCLUSION ...... 12

41470170_3INATDOCS 52

- 3 -

LIST OF APPENDICES

Appendix A- First Report (without appendices)

Appendix B - Approval and Vesting Order

Appendix C- Second Report (without appendices)

Appendix D -Third Report (without appendices)

Appendix E- First Distribution Order

41470170_3INATDOCS 53

- 4 -

I. INTRODUCTION AND SUMMARY OF PROCEEDINGS

1. The Toronto-Dominion Bank ("TD Bank") filed an application (the "Application") before the Ontario Superior Court of Justice (Commercial List) (the "Court") for interim relief pursuant to sections 207 and 209 of the Business Corporations Act, (Ontario) for among other things, an order for the sale of the assets and business of Oxford Advanced Imaging Inc. ("OAI") and for the appointment of KPMG Inc. ("KPMG") as sales officer of OAI (the "Sales Officer").

2. The Application was heard on August 29, 2018 and KPMG was appointed Sales Officer pursuant to an Order (the "Appointment Order") which, among other things, authorized and directed the Sales Officer carry out a process (the "Sales Process") for the sale of the assets and business of OAI (the "Property").

3. The Property consisted of all the assets, undertakings and properties acquired for, or used in relation to, OAI's diagnostic imaging clinics. The operations of OAI consisted of two clinics, one is located in Mississauga, Ontario and the other one is located in Ajax, Ontario.

4. The Sales Officer issued its first report to the Court on November 12, 2018 (the "First Report"). A copy of the First Report (without appendices) is attached as Appendix "A" herein. As detailed in the First Report, the Sales Officer brought a motion returnable on November 20, 2018 seeking an Approval and Vesting Order (the "Approval and Vesting Order") approving: (a) the sale transaction (the "Transaction") contemplated by an asset purchase agreement between the Sales Officer and 2659428 Ontario Inc. (the "Purchaser") dated October 25, 2018 (the "Asset Purchase Agreement"), as amended by an amending agreement dated November 19, 2018 (the "First Amendment") and a second amending agreement dated April 23, 2019 (the "Second Amendment", and together with the Purchase Agreement and First Amendment, the "Amended Asset Purchase Agreement") and vesting in the Purchaser, OAI's right, title and interest in and to the assets described in the Amended Asset Purchase Agreement; and (b) the Sales Officer's activities as set forth in the First Report.

41470170_3INATDOCS 54

- 5 -

5. On November 20, 2018, the Court granted the Approval and Vesting Order. A copy of the Approval and Vesting Order is attached as Appendix "B" herein.

6. The Sales Officer issued its second report to the Court on April 26, 2019 (the "Second Report"). A copy of the Second Report (without appendices) is attached as Appendix "C" herein. As detailed in the Second Report, the Sales Officer brought a motion returnable on May 2, 2019 seeking an Order approving: (a) the Second Amendment, and (b) approving the activities of the Sales Officer as set out in the Second Report and approving the fees and disbursements of the Sales Officer and the Sales Officer's legal counsel, Dentons Canada LLP ("Dentons"), for the period up to January 30, 2019.

7. The Sales Officer issued its third report to the Court on June 12, 2019 (the "Third Report"). A copy of the Third Report (without appendices) is attached as Appendix "D" herein. As detailed in the Third Report, the Transaction closed on May 30, 2019 and the Sales Officer brought a motion returnable on June 18, 2019 seeking an Order (the "First Distribution Order"): (a) updating the Court with respect to the closing of the Transaction; (b) authorizing and approving the Sales Officer to make a distribution from the proceeds of the closing of the Transaction to TD Bank and ECN Financial Inc. ("ECN") in full and final satisfaction of the indebtedness owing by OAI to each of TD Bank and ECN and to KPMG Corporate Finance Inc. ("KPMG CF") and Blake, Cassels & Graydon LLP ("Blakes") for the fees and disbursements incurred by OAI prior to the making of the Appointment Order; and ( c) approving the activities of the Sales Officer as set out in the Third Report and approving the fees and disbursements of the Sales Officer and Dentons for the period of February 1, 2019 to May 31, 2019.

8. On June 18, 2019, the Court granted the First Distribution Order. A copy of the First Distribution Order is attached as Appendix "E" herein.

II. PURPOSE OF THIS FOURTH REPORT

9. The purpose of the Sales Officer's fourth report to the Court dated August 23, 2019 (the "Fourth Report") is to:

41470170_3JNATDOCS 55

- 6 -

(a) update this Honourable Court with respect to the status of distributions made pursuant to the First Distribution Order;

(b) update this Honourable Court with respect to status of certain post-closing matters in respect of the conclusion of the Transaction;

(i) approving the activities of the Sales Officer as set out in the Fourth Report;

(ii) approving and authorizing the Claims Procedure (as defined herein); and

(iii) authorizing, directing and empowering the Sales Officer to administer the Claims Procedure in accordance with the terms of the Claims Procedure Order.

10. Unless otherwise stated, all monetary amounts contained herein are expressed in Canadian dollars.

11. The information contained in this Fourth Report has been obtained from the books and records and other information of OAI. The accuracy and completeness of the financial information contained herein has not been audited or otherwise verified by the Sales Officer, and the Sales Officer does not express an opinion or provide any other form of assurance with respect to the information presented herein or relied upon by the Sales Officer in preparing this Fourth Report.

12. Future oriented financial information reported or relied on in preparing this Fourth Report is based on OAI management's assumptions regarding future events; actual results may vary from forecast and such variations may be material.

III. UPDATE ON FIRST DISTRIBUTION AND POST-CLOSING MATTERS

13. Since the granting of the First Distribution Order, the Sales Officer has:

41470170_3INATDOCS 56

- 7 -

(a) made a distribution to TD Bank in the amount of $9,252,708.44 and to ECN in the amount of $11,280,690.39, in accordance with the First Distribution Order;

(b) made a distribution to KPMG CF in the amount of $1,041,288.91 and Blakes in the amount of $425,310.89, in accordance with the First Distribution Order;

(c) continued to work with the Purchaser and its counsel regarding the completion of the transfer of certain patient data pursuant to the Amended Asset Purchase Agreement;

(d) finalized the reconciliation of the working capital adjustment to the purchase price as provided for in the Amended Asset Purchase Agreement. In this regard, the Sales Officer paid an adjustment in favour of the Purchaser in the amount of $236,505 on August 7, 2019;

(e) continued discussions with the Ontario Ministry of Health and Long Term Health regarding any claims they may have against OAI in respect of OAI's terminated funding agreement, or otherwise; and

(f) held discussions with OAI regarding distribution options m respect of the Remaining Funds (as defined herein);

IV. CLAIMS PROCEDURE ORDER

14. Capitalized terms not otherwise defined in this section of the Fourth Report are defined in the proposed Claims Procedure Order attached to the Motion Record of the Sales Officer dated August 23, 2019 (the "Motion Record") at Tab "3".

15. As detailed in the Third Report, on May 30, 2019, the Sales Officer received the balance of the purchase price, being $26,250,000 from the Purchaser for the purchase of the Property, and $18,108.05 representing certain security deposits previously paid by OAI in respect of commercial leases that were reimbursed by the Purchaser, in accordance with the Amended Asset Purchase Agreement (collectively, the "Sale Proceeds").

41470170_3INATDOCS 57

- 8 -

16. Following the distributions made pursuant to the First Distribution Order, as set out above, there remains a surplus in the Sale Proceeds in the amount of approximately $2,995,488.16, including accrued interest up to August 22, 2019 (the "Remaining Funds").

17. Pursuant to paragraphs 16 and 17 of the Appointment Order, all proceedings, rights and remedies against OAI or affecting the Property were stayed and suspended, except with the written consent of the Sales Officer or leave of the Court (the "Stay").

18. The Sales Officer is aware of certain persons (the "Known Creditors") asserting or having a Claim against OAI or an interest in the Remaining Funds, and believes that there may be other Creditors of which it is not presently aware of, each of which has been affected by the Stay.

19. At this time, the Sales Officer is of the view that there are three options for dealing with the Remaining Funds and the Claims of all Creditors, including Known Creditors, against OAI or relating to the Remaining Funds:

(a) pay the Remaining Funds into Court without any prior determination of Claims ("Option A");

(b) pay the Remaining Funds to OAI without any prior determination of Claims ("Option B"); or

(c) authorize and direct the Sales Officer to administer a claims procedure to determine and settle all Claims against OAI and/or in respect of the Remaining Funds, subject to Court supervision and approval ("Option C" or the "Claims Procedure"). Under this option, the Sales Officer would continue to hold the Remaining Funds pending further Order of the Court.

20. Having considered and canvassed each of these options with OAI, the Sales Officer is of the view that Option C represents the most fair, timely and transparent process in terms of addressing all remaining Claims against OAI and in respect of the Remaining Funds for the following reasons:

41470170_3INATDOCS 58

- 9 -

(a) Option A may lead to costly and drawn out litigation if the Creditors and OAI are unable to consensually resolve the Claims. This option would likely also require additional judicial resources in respect of the determination of unsettled Claims and payments out of Court. Option A will also lose the benefit of the certainty created by the proposed Claims Procedure, particularly the proposed Claims Bar Date which will require parties to file Claims in a timely manner;

(b) Option B will place the onus on OAI to resolve all Claims against it. This option would also require OAI to consensually resolve the Claims or have such claims determined through litigation (following a lifting of the Stay). This option provides less certainty as to timing and cost, particularly if formal litigation is required and provides less certainty as to the resolution of Claims that were affected by the Stay imposed by these proceedings. The Sales Officer also has concerns that the shareholder disagreements which precipitated the Appointment Order1 may resurface if the Remaining Funds are paid directly to OAI and under the dominion of one shareholder or shareholder group to the detriment of other equity interests; and

(c) Option C provides the benefit of having an impartial Court-appointed officer determine and settle all Claims affected by the Stay, subject to Court supervision and approval. The Sales Officer is already familiar with OAI's books and records and is able to administer the Claims Procedure on an expedited basis.

21. The Claims Procedure will not address or determine any claims by current or former shareholders of OAI as against OAI, or any competing claims to equity among OAI' s current or former shareholders. In this regard, the Sales Officer proposes that the claims of current and former shareholders of OAI be deemed Excluded Claims under the Claims Procedure Order.

1 As set out in the affidavit of Maurice Moffett sworn August 17, 2018 in support of the Appointment Order.

41470170_3INATDOCS 59

- 10 -

Summary of Claims Procedure

22. The Sales Officer proposes a dual-process claims procedure that would entail delivering a Claim Statement to Known Creditors while simultaneously publishing a general call for Claims to other potential Creditors.

23. With respect to the Known Creditors, the Sales Officer will:

(a) determine the Claims of Known Creditors based on the books and records of OAI. In this regard, the Sales Officer has reviewed OAI's accounts payable list and believes that it is a reasonable summary of OAI's unsecured creditors; and

(b) send the Claims Document Package to each Known Creditor, which will include a Claim Statement setting out the amount of such Creditor's Claim. If the Creditor agrees with the Sales Officer's assessment, it need not take any further action. If the Creditor disagrees with the Sales Officer's assessment it must file a Notice of Dispute to the Sales Officer prior to the Claims Bar Date.

24. With respect to all other Creditors, the Sales Officer will:

(a) publish the Notice to Creditors in a national newspaper and post a copy of the Notice to Creditors on its website. The Notice to Creditors will invite Creditors to submit a Proof of Claim to the Sales Office prior to the Claims Bar Date.

25. The Claims Bar Date will be October 15, 2019 for all Creditors, including Known Creditors.

26. As soon as practicable following the Claims Bar Date, the Sales Officer will review all Notices of Dispute and Proofs of Claim and may:

(a) request additional information from a Creditor or from OAI;

(b) request that a Creditor file a revised Proof of Claim or Notice of Dispute;

41470170_3INATDOCS 60

- 11 -

(d) accept (in whole or in part) the amount of any Claim and notify the Creditor in writing; and/or

(e) revise or disallow (in whole or in part) the amount of any Claim by delivering a Notice of Revision or Disallowance to such Creditor.

27. If a Creditor intends to dispute their Claim as set out in a Notice of Revision or Disallowance, the Creditor must:

(a) notify the Sales Officer in writing of the Objection within fifteen (15) days of receipt of the Notice of Revision or Disallowance; and

(b) file a Notice of Motion with this Honourable Court for the determination of the Claim in dispute, with a copy to be sent to the Sales Officer immediately after filing, which Notice of Motion is to be:

(i) supported by a sworn affidavit setting out the Creditor's basis for disputing the Notice of Revision or Disallowance; and

(ii) returnable within thirty (30) day of the date on which the Sales Officer received the Objection.

28. If a Creditor fails to deliver the Objection and/or the Notice of Motion in accordance with the Claims Procedure Order, the Claim will be deemed accepted at the amount set forth in the Notice of Revision or Disallowance and the Creditor will:

(a) where the entire Claim is disallowed:

(i) not be entitled to receive any distribution in these proceedings; and

(ii) be forever barred from making or enforcing such Claim against OAI;

(b) where the Claim has been revised:

(i) only be entitled to receive a distribution in an amount proportional to the revised amount; and

41470170_3INATDOCS 61

- 12 -

(c) be forever barred from making or enforcing any Claim against OAI greater than the revised amount and the amount of the Claim reduced by the revision will be forever extinguished.

29. The proposed timeframe for administering the Claims Procedure is summarized as follows:

PROCESS DATE

Sales Officer to Mail Claims Document Not later than five (5) Business Days following Package to Known Creditors the granting of the Claims Procedure Order

Sales Officer to Publish Notice to Creditors in Not later than ten (10) Business Days Newspaper following the granting of the Claims Procedure Order

Sales Officer to Post Claims Procedure Order, Not later than five (5) Business Days following Motion Record and Claims Package on Sale's the granting of the Claims Procedure Order Officer's Website

Claims Bar Date October 15, 2019

Sales Officer to Deliver Notice of Revision or As soon as practicable following review of Disallowance Proof of Claim or Notice of Dispute, as applicable

Creditor to Deliver Objection to Sales Officer Within 15 calendar days following receipt by the Creditor of the Notice of Revision or Disallowance

Creditor to Deliver Notice of Motion in respect Returnable within 30 calendar days following of an Objection receipt by the Creditor of the Notice of Revision or Disallowance, subject to the Court's availability

V. CONCLUSION

30. The Sales Officer submits this Fourth Report to the Court in support of the Sales Officer's Motion for the relief as set out in the Motion Record and recommends that the Court grant the Order substantially in the form contained at Tab 3 of the Motion Record approving:

(a) the Claims Procedure; and

41470170_3INATDOCS 62

- 13 -

(b) the activities of the Sales Officer set out in the Fourth Report.

All of which is respectfully submitted at Toronto, Ontario this 23 rd day of August, 2019.

KPMG Inc., in its capacity as Court Appointed Sales Officer of Oxford Advanced Imaging Inc. and not in its personal capacity

Per: lJ(( {tfJ,i{ /

41470170_3INATDOCS · Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and- OXFORD ADVANCED IMAGING INC.

Applicant Respondent ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

FOURTH REPORT OF KPMG INC. IN ITS CAPACITY AS SALES OFFICER OF OXFORD ADVANCE IMAGING INC.

DENTONS CANADA LLP Toronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0Al Robert Kennedy (LSO # 474070) Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected] Mark Freake (LSO # 63656H) Tel: (416) 863-4456 [email protected] Lawyers for KPMG Inc.in its capacity as Court appointed Sales Officer 63

41471894_1 INATDOCS 64

Appendix “C” to the Sixth Report of the Sales Officer

65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100

Appendix “D” to the Sixth Report of the Sales Officer

101 102 103 104 105 106 107 108 109 110 111 112 113 114

Appendix “E” to the Sixth Report of the Sales Officer

115 116 117 118 119

Appendix “F” to the Sixth Report of the Sales Officer

120

Oxford Advanced Imaging Inc.

Preferred Shareholders List

Name Class/Series of Shares Number of Percentage of Total Shares Preferred Shares

Resolute Medical Corporation Series A Preferred 2,923,077 29.630%

2487507 Ontario Inc. Series A Preferred 1,461,539 14.815%

1054020 B.C. Ltd. Series A Preferred 1,461,539 14.815%

2464192 Ontario Inc. Series A Preferred 365,390 3.704%

2481669 Ontario Ltd. Series A Preferred 365,390 3.704%

D Gill Holding Inc. Series A Preferred 365,390 3.704%

A Shuster Medicine Series B Preferred 1,461,539 14.815% Professional Corporation D. Kisselgoff Medicine Series B Preferred 1,461,539 14.815% Professional Corporation

Total Series A Preferred 6,942,325 70.37%

Total Series B Preferred 2,923,078 29.63%

Total Preferred 9,865,403 100%

121

Appendix “G” to the Sixth Report of the Sales Officer

122

Court File No.: CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) BETWEEN: THE TORONTO-DOMINION BANK

Applicants – and –

OXFORD ADVANCED IMAGING INC.

Respondents

APPLICATION UNDER Sections 207 of the Business Corporations Act, R.S.O. 1990, c. B.16.

AFFIDAVIT OF ANAMIKA GADIA (SWORN AUGUST 13, 2020)

I, Anamika Gadia, of the City of Toronto, in the Province of Ontario, MAKE OATH AND

SAY:

1. I am a Senior Vice-President of KPMG Inc. (“KPMG”), in its capacity as the Court-

appointed Sales Officer (the “Sales Officer”) of Oxford Advanced Imaging Inc. (“OAI”)

and, as such, I have knowledge of the matters to which I hereinafter depose.

2. This affidavit (the “Affidavit”) is made in support of a motion for, inter alia, the approval

of the fees and disbursements of KPMG for the period from November 1, 2019 to July 31,

2020 (the “Fee Period”).

3. During the Fee Period, KPMG docketed 153.6 hours in its capacity as Sales Officer,

amounting to professional fees in the amount of $84,613 plus Harmonized Sales Tax

(“HST”) of $10,999.76. Attached and marked collectively as Exhibit “A” to this Affidavit

are copies of the accounts rendered by KPMG during the Fee Period, in the total amount 123

of $95,613.26 which have been redacted to remove confidential information and KPMG’s

banking coordinates.

4. Attached as Exhibit “B” to this Affidavit is a schedule summarizing each invoice rendered

by KPMG and the fees, disbursements, HST and total fees charged for each invoice.

5. Attached as Exhibit “C” to this Affidavit is a schedule summarizing the billing rates, hours

and total amounts billed by each professional of KPMG that rendered services during the

Fee Period.

6. As at the date of this affidavit, KPMG estimates that it will generate further fees and

disbursements (including fees incurred from August 1, 2020 to the date of this affidavit) of

approximately $40,000 (exclusive of HST) to completion of this matter assuming that the

Sales Officer’s motion for the Distribution and Discharge Order is not opposed.

7. To the best of my knowledge, the rates charged by KPMG are comparable to the rates

charged by other firms in the Toronto market for the provision of similar restructuring

services. The hours spent on this matter included undertaking the Claims Procedure,

making the Second Distribution, post-closing activities related to the Transaction and other

administrative matters in relation to the proceedings. I believe that the total hours and fees

incurred during the Fee Period by KPMG were reasonable and appropriate in the

circumstances.

8. KPMG requests that the Court approve its accounts for the period to July 31, 2020.

124

SWORN BEFORE ME at the City of Toronto, in the Province of Ontario, on August 13th, 2020.

ANAMIKA GADIA

Commission for Taking Affidavits 125

This is Exhibit “A” referred to in the Affidavit of Anamika Gadia sworn August 13 , 2020

Commissioner for Taking Affidavits (or as may be)

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 126 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003204303 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to November 30, 2019, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 5,624.00 CAD

$ 5,624.00 CAD

HST 731.12

Amount Due $ 6,355.12 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003204303 Reference: 2000906642 Client: 1002418160 Amount: $ 6,355.12 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP. Page 1 of 1 127

Professional Fees Summary For the period November 1 to November 30, 2019

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 3.6 $ 2,952.00 Sven Dedic Manager $ 465 5.4 $ 2,511.00 Annette Chopowick Technician $ 230 0.7 $ 161.00 Total 9.7 $ 5,624.00 128

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period November 1 to 30, 2019

Anamika Gadia Hours

11/6/2019 Emails with K. Campbell and R. Kennedy regarding CRA HST 0.3 election.

11/7/2019 Review of claims register, emails regarding CRA HST election. 0.5

11/8/2019 Emails with regarding CRA HST election; email from L. Kantor. 0.4

11/9/2019 Emails with L. Kantor and J. Kim. 0.2

11/12/2019 Emails with L. Kantor, J. Kim and R. Kennedy 0.4

11/18/2019 Review of updated claims register and memo prepared by Dentons. 0.7

11/19/2019 Emails regarding claims register; review of same. 0.3

11/26/2020 Emails with R. Kennedy regarding discussion with L. Kantor and 0.2 upcoming Court motion.

11/28/2019 Review revised claims register and memo. 0.4

11/29/2019 Email from R. Kennedy to the working group; email from A. Vaitonis. 0.2

Total 3.6

Sven Dedic Hours

11/6/2019 Emails with K. Campbell and A. Gadia re: CRA HST election 0.4

11/7/2019 Draft of emails on claims register to A. Gadia. 1.0

11/8/2019 Review email on CRA HST election; draft of email correspondence 0.5 to A. Gadia.

11/11/2019 Answering claim inquiries; discussion with A. Gadia re: same and 2.0 review of claim summary prepared by counsel.

11/19/2019 Updating claims register and sending update to A. Gadia 1.5

Total 5.4

Annette Chopowick Hours

11/1/2019 Attend to banking matters. 0.2

11/22/2019 Attend to banking matters. 0.3 129

11/25/2019 Bank reconciliation. 0.2

Total 0.7

Grand Total 9.7

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 130 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003204302 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to December 31, 2019, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 20,826.00 CAD

$ 20,826.00 CAD

HST 2,707.38

Amount Due $ 23,533.38 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003204302 Reference: 2000906642 Client: 1002418160 Amount: $ 23,533.38 CAD

Professional Fees Summary For the period December 1 to December 31, 2019

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 15.6 $ 12,792.00 Sven Dedic Manager $ 465 15.2 $ 7,068.00 Annette Chopowick Technician $ 230 4.2 $ 966.00 Total 35.0 $ 20,826.00 132

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period December 1 to 31, 2019

Anamika Gadia Hours

12/2/2019 Discussions regarding upcoming Court motion; email from R. 2.7 Kennedy regarding status of data migration; email from R. Kennedy to the working group with revised memo; emails with J. Kim; review of draft fifth report; emails with R. Kennedy regarding same.

12/3/2019 Review and provide comments on draft fifth report; review draft R&D 5.6 and discussions regarding same; review draft fee affidavit; review revised R&D; review and provide comments on revised report; call with R. Kennedy; email from R. Kennedy to J. Kim and K. Campbell.

12/4/2019 Review and provide comments on draft fifth report; review and 1.8 provide comments on notice of motion; review and provide comments on draft order; various emails with R. Kennedy; review of claims information from K. Campbell, emails with R. Kennedy regarding same.

12/5/2019 Call with Dentons regarding claims; emails and discussions 1.1 regarding claims; email from V. Miropolsky and emails regarding same.

12/6/2019 Various emails regarding claims and discussions with K. Campbell; 0.8 emails with R. Kennedy; review of motion from Blakes.

12/8/2019 Emails with R. Kennedy. 0.1

12/9/2019 Calls with R. Kennedy; emails regarding distribution to creditors and 0.9 creditor amounts; review of memo from L. Kantor.

12/11/2019 Emails regarding various distribution related matters; review of 0.7 cover letter to creditors.

12/12/2019 Emails regarding various distribution related matters; review of 0.4 revised cover letter to creditors.

12/13/2019 Call with R. Kennedy; email from R. Kennedy to K. Campbell. 0.5

12/18/2019 Call with R. Kennedy regarding memo from L. Kantor. 0.7

12/27/2019 Emails with R. Kennedy, L. Kantor and A. Sinnadurai regarding MoH 0.3 claim. Total 15.6

Sven Dedic Hours

12/2/2019 Draft of fee affidavit for upcoming court report; draft of exhibits for 2.0 fee affidavit.

12/3/2019 Review of latest version of court report and edits; review of claim 3.0 register for distribution to proven claims; draft of R&D for court report.

133

12/4/2019 Review of final version of court report; prepare for execution; review 2.5 of evaluation of proven claims by company; phone call discussions with vendors with disputed amounts; posting court materials onto website.

12/5/2019 Reconciliation of claim register with K. Campbell; discussion with R. 1.5 Kennedy re: same; phone calls to creditors re: same.

12/6/2019 Various emails regarding claims; discussion with K. Campbell. 1.0

12/9/2019 Review of final claim register presented by R. Kennedy; discussion 2.0 with A. Chopowick re: collapse of GIC for payment of distribution to creditors and professional fees; phone call discussions with creditors.

12/11/2019 Discussion re: outstanding claim reconciliation; preparing 2.2 documents for mailing of distributions; discussion with A. Gadia re: same.

12/12/2019 Preparing documents for mailing of distribution and distribution of 1.0 professional fees. Total 15.2

Annette Chopowick Hours

12/4/2019 Finalize affidavit and commission document. 0.2

Draft correspondence to partially collapse GIC; discussion with S. 0.4 12/9/2019 Dedic.

12/10/2019 Attend to banking matters; request bank partially redeem GIC. 0.4

12/11/2019 Prepare letters for distribution tomorrow; import creditor information 1.2 into Ascend in order to prepare cheques; postings for cheques to be printed.

12/12/2019 Working on distribution cheques and other banking matters. 1.0

12/13/2019 Attend to banking matters and mailing of distribution. 1.0 Total 4.2

Grand Total 35.0 KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 134 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203678 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to January 31, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 5,971.50 CAD

$ 5,971.50 CAD

HST 776.30

Amount Due $ 6,747.80 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments: Bank Details:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203678 Reference: 2000906642 Client: 1002418160 Amount: $ 6,747.80 CAD

Professional Fees Summary For the period January 1 to January 31, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 3.4 $ 2,788.00 Sven Dedic Manager $ 465 6.5 $ 3,022.50 Annette Chopowick Technician $ 230 0.7 $ 161.00 Total 10.6 $ 5,971.50 136

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period January 1 to 31, 2020

Anamika Gadia Hours

1/3/2020 Emails with R. Kennedy and L. Kantor regarding providing memo to 0.2 MoH.

1/7/2020 Emails with R. Kennedy regarding MoH. 0.1

1/8/2020 Review and provide comments on email to the MoH. 0.2

1/9/2020 Emails from R Kennedy to A. Sinnadurai; emails with A. Sinnadurai 0.2 and R. Kennedy.

1/15/2020 Emails with A. Sinnadurai and R. Kennedy. 0.2

1/22/2020 Email from L. Kantor. 0.1

1/23/2020 Review of memo from Dentons; review memo from MoH. 0.7

1/24/2020 Pre-call with R. Kennedy; call with MoH and counsel; follow-up call 1.0 with Dentons.

1/29/2020 Emails with R. Kennedy and L. Kantor; review of draft email to L. 0.4 Kantor.

1/30/2019 Emails regarding MoH; emails regarding data migration. 0.3 Total 3.4

Sven Dedic Hours

1/24/2020 Phone call discussion of memo to MOH. 1.0

1/27/2020 Review of memo prepared by R. Kennedy to MOH; review of OAI 3.0 bank reconciliation to reconcile figures contained within memo to bank records; phone call discussion with counsel re: same.

1/29/2020 Review of cheques sent for distribution and contact to vendors on 0.5 same.

1/30/2020 Review of invoice payment schedule re: to Oxford post migration; 2.0 review of correspondences by R. Kennedy. Total 6.5

Annette Chopowick Hours

1/10/2020 Bank reconciliation. 0.2

1/21/2020 Bank reconciliation. 0.3

1/30/2020 Attend to banking matters. 0.2 137

Total 0.7

Grand Total 10.6

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 138 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203674 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to February 29, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 5,306.50 CAD

$ 5,306.50 CAD

HST 689.85

Amount Due $ 5,996.35 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203674 Reference: 2000906642 Client: 1002418160 Amount: $ 5,996.35 CAD

Professional Fees Summary For the period February 1 to February 29, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 3.1 $ 2,542.00 Sven Dedic Manager $ 465 5.5 $ 2,557.50 Annette Chopowick Technician $ 230 0.9 $ 207.00 Total 9.5 $ 5,306.50 140

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period February 1 to 29, 2020

Anamika Gadia Hours

2/5/2020 Emails with R. Kennedy regarding migration costs; emails with R. 0.2 Kennedy regarding call to discuss MoH claim.

2/10/2020 Call with R. Kennedy, M. Freake and L. Kantor regarding MoH 1.1 claim; follow-up call with R. Kennedy and M. Freake to discuss next steps.

2/11/2020 Emails with R. Kennedy regarding MoH; emails with R. Kennedy 0.2 regarding migration costs.

2/12/2020 Emails with R. Kennedy and L. Kantor regarding MoH claim. 0.1

2/18/2020 Emails with R. Kennedy regarding migration costs; emails from R. 0.1 Kennedy to A. Sinnadurai.

2/19/2020 Email from A. Sinnadurai; emails with R. Kennedy regardign same. 0.3

2/21/2020 Emails with R. Kennedy and A. Sinnadurai regarding MoH top-up 0.1 analysis.

2/24/2020 Emails with L. Kantor and R. Kennedy regarding MoH claim. 0.2

2/25/2020 Emails with R. Kennedy and A. Sinnadurai regarding MoH top-up 0.2 analysis.

2/26/2020 Call with R. Kennedy to discuss MoH matters; emails with R. 0.6 Kennedy and A. Sinnadurai. Total 3.1

Sven Dedic Hours

2/11/2020 Discussion with R. Kennedy re: post migration; reconciliation of 2.0 invoices.

2/19/2020 Discussion with purchaser re: outstanding cheque for post 2.0 migration; updating R. Kennedy re: same; checking bank accounts to see if monies came in.

2/24/2020 Review of email correspondences in OAI mailbox and other 1.0 correspondences from counsel.

2/25/2020 Review of banking records/ R&D. 0.5 Total 5.5

Annette Chopowick Hours

2/21/2020 Attend to banking matters; attend at bank. 0.4

141

2/24/2020 Bank reconciliation. 0.2

2/28/2020 Attend to banking matters. 0.3 Total 0.9

Grand Total 9.5

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 142 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203667 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to March 31, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 8,268.00 CAD

$ 8,268.00 CAD

HST 1,074.84

Amount Due $ 9,342.84 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203667 Reference: 2000906642 Client: 1002418160 Amount: $ 9,342.84 CAD

Professional Fees Summary For the period March 1 to March 31, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 4.3 $ 3,526.00 Sven Dedic Manager $ 465 10.0 $ 4,650.00 Annette Chopowick Technician $ 230 0.4 $ 92.00 Total 14.7 $ 8,268.00 144

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period March 1 to 31, 2020

Anamika Gadia Hours

3/3/2020 Review email and memo from A. Sinnadurai. 0.2

3/5/2020 Call with R. Kennedy to discuss memo from MoH; emails with R. 0.4 Kennedy and A. Sinnadurai regarding same; emails regarding migration costs.

3/9/2020 Call with R. Kennedy to discuss MoH matters; emails with R. 0.6 Kennedy and A. Sinnadurai.

3/11/2020 Review notice of acceptance of MoH claim. 0.2

3/17/2020 Call with R. Kennedy, M. Freake and A. Sinnadurai to discuss MoH 0.7 matters.

3/18/2020 Emails with A. Sinnadurai and R. Kennedy regardign MoH matters. 0.1

3/19/2020 Review memo from Dentons. 0.3

3/23/2020 Call with A. Sinnadurai, L. Kantor, R. Kennedy and M. Freake to 1.1 discuss MoH matters; follow-up call with R. Kennedy and M. Freake to discuss next steps.

3/25/2020 Emails with R. Kennedy regarding calls with shareholder counsel. 0.2

3/29/2020 Review updated R&D; emails regarding same. 0.4

3/31/2020 Emails with R. Kennedy and A. Sinnadurai. 0.1 Total 4.3

Sven Dedic Hours

3/12/2020 Review of email correspondences in OAI mailbox and other 1.0 correspondences from counsel.

3/18/2020 Phone call discussion with A. Siew of OMI to discuss outstanding 1.5 Centrilogic invoices and status of post migration; correspondence to GNMI re: payment of said balances.

3/19/2020 Review of cash balance and reconciliation for funds available; 2.0 reconciling reimbursement of post migration expenses.

3/23/2020 Email correspondence to GNMI re: post migration costs. 0.5

3/26/2020 Updating R&D up to March 25, 2020 per request of R. Kennedy; 3.5 analyzing discrepancies in bank reconciliation and categorization of transactions; correspondence to A. Gadia re: same.

3/27/2020 Categorization of transactions for OAI R&D. 0.5 145

3/30/2020 Email correspondence to R. Kennedy re: migration costs and 1.0 finalizing R&D to send. Total 10.0

Annette Chopowick Hours

3/19/2020 Bank reconciliation. 0.2

3/25/2020 Attend to banking matters. 0.2 Total 0.4

Grand Total 14.7

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 146 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203666 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to April 30, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 2,843.00 CAD

$ 2,843.00 CAD

HST 369.59

Amount Due $ 3,212.59 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203666 Reference: 2000906642 Client: 1002418160 Amount: $ 3,212.59 CAD

Professional Fees Summary For the period April 1 to April 30, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 2.9 $ 2,378.00 Sven Dedic Manager $ 465 1.0 $ 465.00 Total 3.9 $ 2,843.00 148

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period April 1 to 30, 2020

Anamika Gadia Hours

4/1/2020 Emails with R. Kennedy and A. Sinnadurai regarding MoH claim 0.3 matters; review form of acceptance of MoH claim; emails with R. Kennedy regarding same.

4/2/2020 Email with R. Kennedy regarding acceptance of MoH claim. 0.1

4/13/2020 Call with R. Kennedy and M. Freake to discuss MoH matters and 0.7 next steps in proceedings; review shareholding structure.

4/17/2020 Review draft correspondence to the MoH; review letter received 0.3 from shareholder counsel.

4/21/2020 Emails with R. Kennedy regarding correspondence to MoH; emails 0.6 with A. Sinnadurai and R. Kennedy; emails with R. Kennedy regarding letter from shareholder counsel.

4/22/2020 Review memo from Dentons regarding shareholdings; emails with 0.5 R. Kennedy and A. Sinnadurai on approach for top-up funds.

4/24/2020 Email from A. Sinnadurai. 0.1

4/27/2020 Email from R. Kennedy to A. Sinnadurai. 0.1

4/29/2020 Email from R. Kennedy to L. Kantor. 0.1

4/30/2020 Email from L. Kantor. 0.1 Total 2.9

Sven Dedic Hours

4/14/2020 Review of correspondence by R. Kennedy re: migration costs and 1.0 draft of reply back. Total 1.0

Grand Total 3.9

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 149 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203664 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to May 31, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 12,243.00 CAD

$ 12,243.00 CAD

HST 1,591.59

Amount Due $ 13,834.59 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203664 Reference: 2000906642 Client: 1002418160 Amount: $ 13,834.59 CAD

Professional Fees Summary For the period May 1 to May 31, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 4.9 $ 4,018.00 Sven Dedic Manager $ 465 16.6 $ 7,719.00 Annette Chopowick Technician $ 230 2.2 $ 506.00 Total 23.7 $ 12,243.00 151

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period May 1 to 31, 2020

Anamika Gadia Hours

5/5/2020 Emails regarding outstanding Centrilogic invoices and review of 0.4 schedule of same; emails with R. Kennedy regarding same.

5/6/2020 Email from A. Sinnadurai regarding top-up funds; emails with R. 0.3 Kennedy regarding same; emails with R. Kennedy regarding minute book.

5/7/2020 Call with R. Kennedy regarding MoH top up funds and other 0.9 matters; review and provide comments on draft email to MoH.

5/8/2020 Emails with A. Sinnadurai and R. Kennedy regarding MoH top-up 0.3 funds; emails with R. Kennedy and L. Kantor regarding minute book.

5/11/2020 Emails with L. Kantor and R. Kennedy regarding minute book. 0.1

5/12/2020 Email from R. Kennedy regarding data migration costs; voicemail to 0.2 R. Kennedy.

5/19/2020 Emails with R. Kennedy regarding call with GNMI and counsel; call 0.6 with R. Kennedy regarding next steps in the proceedings.

5/21/2020 Review and approval of invoices for payment. 0.1

5/22/2020 Call with R. Kennedy, GNMI and counsel to discuss data migration 0.9 costs and outstanding amounts; follow-up call with R, Kennedy.

5/25/2020 Review information provided by GNM in relation to data migration 0.3 costs.

5/27/2020 Review analysis of Centrilogic invoices; discussion regarding same. 0.3

5/29/2020 Emails regarding outstanding Centrilogic invoices and discussions 0.2 with J. Kim.

5/31/2020 Review emails and memo from A. Sinnadurai; emails to R. Kennedy 0.3 regarding same. Total 4.9

Sven Dedic Hours

5/5/2020 Discussion with OAI re: unpaid invoices; draft of correspondence to 1.5 R. Kennedy; review of bank account for funds received.

5/7/2020 Correspondence with A. Siew of OMI re: next steps for migration 0.7 invoice reconciliation.

5/19/2020 Review of correspondence from R. Kennedy; updating status of 0.5 outstanding invoices in preparation for call.

152

5/21/2020 Email correspondences with J. Kim; updating invoice tracker for 2.0 migration invoices; arranging payment for Dentons invoices.

5/22/2020 Phone call discussion with R. Kennedy, A. Gadia, GNMI re: 1.5 Centrilogic reconciliation; discussion with R. Kennedy.

5/25/2020 Review of correspondence provided by GNMI re: migration cost 2.5 reconciliation; reconciling specific invoices to KPMG records.

5/26/2020 Reconciling Centrilogic invoices; answering correspondences of 2.7 OMI (J. Kim); draft of correspondence for R. Kennedy re: same.

5/27/2020 Draft of schedule of paid invoices by KPMG for Centrilogic; draft of 3.5 correspondence to R. Kennedy re: same and reconciliation of GNMI payments.

5/29/2020 Drafting emails on reconciliation of Centrilogic invoices; discussion 1.7 with R. Kennedy re: same and other post migration matters. Total 16.6

Annette Chopowick Hours

5/5/2020 Bank reconciliation. 0.2

5/13/2020 Bank reconciliation. 0.3

5/21/2020 Attend to banking matters. 1.1

5/22/2020 Attend to banking matters. 0.3

5/26/2020 Attend to banking matters. 0.3 Total 2.2

Grand Total 23.7

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 153 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203660 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to June 30, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 13,479.50 CAD

$ 13,479.50 CAD

HST 1,752.34

Amount Due $ 15,231.84 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203660 Reference: 2000906642 Client: 1002418160 Amount: $ 15,231.84 CAD

Professional Fees Summary For the period June 1 to June 30, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 3.4 $ 2,788.00 Sven Dedic Manager $ 465 22.3 $ 10,369.50 Annette Chopowick Technician $ 230 1.4 $ 322.00 Total 27.1 $ 13,479.50 155

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period June 1 to 30, 2020

Anamika Gadia Hours

6/1/2020 Discussions regarding MoH claim and top-up funds and status of 0.3 other matters.

6/2/2020 Emails with R. Kennedy regarding Centrilogic invoices and MoH top- 0.2 up funds.

6/3/2020 Emails with R. Kennedy and A. Sinnadurai regarding payment of 0.3 MoH claim and top-up funds; emails regarding same.

6/11/2020 Reviw email from R. Kennedy regarding shareholdings and 0.5 proposed next steps in the proceedings.

6/12/2020 Call with R. Kennedy and M. Freake to discussion proposed 1.3 approach for distribution and remaining matters.

6/18/2020 Email from L. Kantor regarding payment of MoH top-up funds to the 0.3 Sales Officer; emails with R. Kennedy and A.Sinnadurai regarding same.

6/28/2020 Email from A. Sinnadurai regarding payment by the MoH. 0.1

6/30/2020 Emails with R. Kennedy regarding MoH payment; review of updated 0.4 R&D. Total 3.4

Sven Dedic Hours

6/1/2020 Review of correspondence from MoH re: status of claim and 2.3 payment of top up funds; discussion with A. Gadia re: same; review of bank accounts to ensure sufficient funds for payment; review of correspondence from A. Siew of OMI re: Centrilogic data center costs.

6/3/2020 Arranging payment for MoH claim and discussion with A. 0.5 Choppowick re: same.

6/4/2020 Review of Dentons invoice and arrange for payment. 0.5

6/8/2020 Review bank accounts and reconciliation; confirm that payments for 1.0 Dentons invoices went through.

6/12/2020 Phone call discussion re: distribution and discharge as Sales Officer 1.5 with R. Kennedy and A. Gadia; review of status of cheque distribution and any uncashed cheques.

6/22/2020 Review of email correspondence from A. Gadia re: OAI; review of 2.0 latest bank reconciliation to see if any outstanding cheques relating to distribution; contact two creditors with outstanding payments.

6/23/2020 Review email correspondence re: MoH Claim; responding re: same. 1.0 156

6/25/2020 Correspondence with outstanding cheques; bank reconciliations up 3.5 to Jun 26. in advance of upcoming court report.

6/26/2020 Drafting of court report; performing R&D up to Jun 26.2020; review 5.0 of prior correspondence for MoH claim in advance of court report.

6/29/2020 OAI Court Report; R&D. 2.0

6/30/2020 Review of WIP for upcoming fee affidavit. 3.0 Total 22.3

Annette Chopowick Hours

6/5/2020 Attend to banking matters. 0.4

6/19/2020 Bank reconciliation. 0.2

6/24/2020 Preparation of banking reports. 0.5

6/26/2020 Attend to banking matters. 0.1

6/29/2020 Attend to banking matters. 0.2 Total 1.4

Grand Total 27.1

KPMG Inc. Payment Address: Suite 4600 Bay Adelaide Centre KPMG LLP, T4348 157 333 Bay Street P.O. Box 4348, Station A Toronto, ON M5H 2S5 Toronto, ON M5W 7A6

August 11, 2020 Oxford Advanced Imaging Inc. Invoice : 8003203657 4936 Yonge Street, Unit 239 Reference : 2000906642 Toronto, ON M2N 6S3 Client : 1002418160 Contact : Anamika Gadia Telephone : (416) 777-3842 Email : [email protected]

For professional services rendered for the period to July 31, 2020, in our capacity as Sales Officer of Oxford Advanced Imaging Inc.

Our Fee $ 10,052.00 CAD

$ 10,052.00 CAD

HST 1,306.76

Amount Due $ 11,358.76 CAD

Payment is due upon receipt GST/HST Number QST Registration

CAD Cheque Payments: Please return remittance advice with cheque.

CAD Wire Payments:

Please e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8003203657 Reference: 2000906642 Client: 1002418160 Amount: $ 11,358.76 CAD

Professional Fees Summary For the period July 1 to July 31, 2020

Name Position Rate Hours Fee

Anamika Gadia Partner $ 820 3.5 $ 2,870.00 Sven Dedic Manager $ 465 15.0 $ 6,975.00 Annette Chopowick Technician $ 230 0.9 $ 207.00 Total 19.4 $ 10,052.00 159

KPMG Inc. in its capacity as Sales Officer of Oxford Advanced Imaging Inc. Summary of Activities for the Period July 1 to 31, 2020

Anamika Gadia Hours

7/7/2020 Emails with L. Kantor and R. Kennedy regarding timing of next steps 0.1 in the proceedings.

7/8/2020 Review memo from Dentons regarding shareholdings and proposed 0.5 approach to distribution of remaining proceeds; email from A. Sinnadurai regarding payment of top-up funds.

7/9/2020 Email from L. Kantor regarding timing of payment of MoH top-up 0.2 funds; review and approve payment.

7/13/2020 Emails with R. Kennedy regarding memo; email from A. Sinnadurai 0.3 regarding timing of payment of MoH top-up funds.

7/14/2020 Email from A. Sinnadurai confirming timing of payment of MoH top- 0.1 up funds.

7/16/2020 Email from L. Kantor; emails with R. Kennedy regarding payment of 0.2 MoH claim.

7/19/2020 Emails from A.Sinnadurai regarding payment of MoH top up funds. 0.1

7/20/2020 Review updated memo from Dentons regarding proposed 1.4 distribution; call with R. Kenndy and M. Freake to discuss same.

7/21/2020 Emails regarding outstanding matters; email from A. Sinnadurai. 0.2

7/27/2020 Emails with R. Kennedy on various matters. 0.2

7/30/2020 Emails with A. Sinnadurai and R. Kennedy regarding receipt of MoH 0.2 funds and MoH matters. Total 3.5

Sven Dedic Hours

7/13/2020 Review of email correspondences. 1.0

7/15/2020 Discussion with A. Gadia on upcoming court report; draft of 2.5 outstanding list for discharge; review of correspondence by R. Kennedy.

7/16/2020 Review of correspondence with R. Kennedy re: MoH distribution of 2.0 proceeds; review of reconciliation for offset of amounts provided.

7/17/2020 Draft of court report and fee affidavit documents for discharge and 2.0 distribution.

7/20/2020 Review of cash balances; reading of draft memo prepared by 3.5 Dentons on distribution proposal; phone call discussion re: same.

160

7/21/2020 Discussion re: next steps; review of cash balances and draft of 1.5 correspondence to R. Kennedy.

7/22/2020 Fee affidavit drafting. 1.0

7/28/2020 Review of latest motion materials in advance of court material; 1.0 discussion with A. Gadia re: same.

7/29/2020 Review email correspondences. 0.5 Total 15.0

Annette Chopowick Hours

7/9/2020 Attend to banking matters. 0.4

7/21/2020 Attend to banking matters. 0.3

7/30/2020 Bank reconciliation. 0.2 Total 0.9

Grand Total 19.4

161

This is Exhibit “B” referred to in the Affidavit of Anamika Gadia sworn August 13 , 2020

Commissioner for Taking Affidavits (or as may be)

162

Exhibit B

Professional Fees Summary - Oxford Advanced Imaging For the period to July 31, 2020

Invoice Number NotesPeriod Total Fees Total Expenses HST due Total Due 8003204303Period from November 1 to 30, 2019 5,624.00 - 731.12 6,355.12 8003204302Period from December 1 to 31, 2019 20,826.00 - 2,707.38 23,533.38 8003203678Period from January 1 to 31, 2020 5,971.50 - 776.30 6,747.80 8003203674Period from February 1 to 29, 2020 5,306.50 - 689.85 5,996.35 8003203667Period from March 1 to 31, 2020 8,268.00 - 1,074.84 9,342.84 8003203666Period from April 1 to 30, 2020 2,843.00 - 369.59 3,212.59 8003203664Period from May 1 to 31, 2020 12,243.00 - 1,591.59 13,834.59 8003203660Period from June 1 to 30, 2020 13,479.50 - 1,752.34 15,231.84 8003203657Period from July 1 to 31, 2020 10,052.00 - 1,306.76 11,358.76

Total Total 84,613.50 - 10,999.76 95,613.26 163

This is Exhibit “C” referred to in the Affidavit of Anamika Gadia sworn August 13 , 2020

Commissioner for Taking Affidavits (or as may be)

164

Exhibit C

Professional Fees Summary - Oxford Advanced Imaging For the period to July 31, 2020

Name Position Hourly Rate Hours Fee ($) Anamika Gadia Partner 820.00 44.7 36,654.00 Sven Dedic Manager 465.00 97.5 45,337.50 Annette Chopowick Technician 230.00 11.4 2,622.00

Total 153.6 84,613.50 165

Appendix “H” to the Sixth Report of the Sales Officer 166

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

B E T W E E N: THE TORONTO-DOMINION BANK

Applicant

- and -

OXFORD ADVANCED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

AFFIDAVIT OF ROBERT KENNEDY (sworn August 14, 2020)

I, ROBERT KENNEDY, of the City of Toronto, in the Province of Ontario, SWEAR

AND SAY AS FOLLOWS:

1. I am a Partner with Dentons Canada LLP (“Dentons”), as such, I have knowledge of the

matters to which I hereinafter depose.

2. Pursuant to an Order dated August 29, 2018 (the “Appointment Order”), KPMG Inc.

was appointed Sales Officer of Oxford Advanced Imaging Inc. in the within proceedings

(the “Sales Officer”).

3. The Sales Officer retained Dentons as counsel to advise it with regard to the matters

related to its appointment and the exercise of its powers and performance of its duties.

NATDOCS\47626167\V-1 167 2

4. The Appointment Order provides at paragraph 26 that the Sales Officer and counsel to

the Sales Officer, shall be paid their reasonable fees and disbursements at their standard

rates and charges.

5. The Dentons fees and disbursements for the period of December 1, 2019 to July 31, 2020

(the “Fee Period”), are summarized in the invoices rendered to the Sales Officer (the

“Invoices”). The Invoices are a fair and accurate description of the services provided, the

disbursements incurred and the amounts charged by Dentons. I am advised by the Sales

Officer that it has reviewed the Invoices and that it considers the fees and disbursements

as fair and reasonable. Attached and marked as Exhibit “A” are the Invoices.

6. Attached and marked as Exhibit “B” is a schedule summarizing the Invoices, the total

billable hours charged, the total fees charged (both prior to and after the application of the

applicable discount) along with the average hourly rate charged.

7. Attached and marked as Exhibit “C” is a schedule summarizing the respective years of

call and standard billing rates of each of the solicitors at Dentons who acted for the Sales

Officer.

8. For the Fee Period, Dentons voluntarily applied a discount to the fees charged under the

Invoices. The amount of the discount is reflected in the Invoices.

9. The Dentons rates and disbursements are consistent with those in the market for these

types of matters and have been previously approved by this Honourable Court in similar

proceedings.

NATDOCS\47626167\V-1 168 3

10. Due to the circumstances of the COVID-19 pandemic, I am unable to be physically

present to swear this Affidavit. I was, however, linked by way of video technology to the

Commissioner commissioning this document.

11. I make this affidavit in support of the motion for, among other things, approval of the

fees and disbursements of Dentons and for no other or improper purpose.

SWORN before me by video conference from City of Toronto in the Province of Ontario, to the City of Toronto in the Province of Ontario, on 14th day of August, 2020.

A Commissioner for Taking Affidavits, etc. ROBERT KENNEDY

NATDOCS\47626167\V-1 169

THIS IS EXHIBIT "A" REFERRED TO IN THE AFFIDAVIT OF SERVICE OF ROBERT KENNEDY SWORN BEFORE ME THIS 14th DAY OF AUGUST, 2020.

A Commissioner for Taking Affidavits, etc.

NATDOCS\47626167\V-1 170

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3483253 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer January 31, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 48,314.00 Less: Discount (2,314.00) Net Professional Fees $ 46,000.00 Disbursements 655.80 HST (13.0%) on $46,335.80 6,023.65

Total Amount Due $ 52,679.45 CAD

Payment Options: Cheques: Internet Banking: Cheques payable to Dentons Canada LLP Accepted at most financial institutions. Your payee is Dentons Canada LLP and and mailed to the above noted address. your account number is 533650. Please email us at [email protected] referencing invoice number and payment amount. Wire Transfer: Interac e-Transfer: Bank of Montreal e-Transfer funds to [email protected] referencing invoice number in 1st Canadian Place, Toronto, ON message. Please use matter number referenced on your invoice as the password. Swift Code: BOFMCAM2 Alternatively, send password to [email protected] in separate email. Bank ID: 001 Transit: 00022 CAD Funds Bank Account : 0004-324 Credit Card: Payments are accepted via telephone, email or fax. We accept American Express, MasterCard or Visa (please circle one). Card No. ______Expiry Date: Card Verification Code (CVC): ______Amount: Cardholder Name: ______Signature: ______

Please email us at [email protected] referencing invoice number and payment amount. Payment due on receipt. Interest will be charged at the rate of 1.3% per annum on all outstanding amounts over 30 days.

DENTONS CANADA LLP INVOICE 3483253171 KPMG Inc. Page 2 of 5 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 02-Dec-19 Robert Kennedy Review correspondence from Mike Levine. Work on claims procedure matters. Correspondence to Working Group re: claims procedure and motion. Work on motion materials. 03-Dec-19 Mark Freake Draft and revise Notice of Motion and Second Distribution Order. Review changes to Fifth Report of the Sales Officer. Various discussions with Robert Kennedy regarding same. Correspondence regarding outstanding claim items. 03-Dec-19 Robert Kennedy Work on motion materials. Various correspondence to and from Anamika Gadia. Conference with Mark Freake. Conversation with Anamika Gadia. Conversation with Jae Kim. 04-Dec-19 Mark Freake Review correspondence regarding outstanding claim items. Finalize Motion Record regarding Second Distribution. Instruct Amanda Campbell regarding service. 04-Dec-19 Robert Kennedy Work on motion materials. Various correspondence to and from Jae Kim. Various correspondence to and from Anamika Gadia. Correspondence to Anamika Gadia re: motion materials. 05-Dec-19 Mark Freake Email correspondence with Robert Kennedy and Anamika Gadia regarding outstanding claims. Email Sven Dedic copy of Motion Record regarding Claims Procedure Order. 05-Dec-19 Robert Kennedy Various correspondence from and to Kirk Campbell. Various correspondence to and from Anamika Gadia. Review claims. Conference call with Anamika Gadia and Sven Dedic. Work on claims matters. Review correspondence from Vlad Miropolsky. 06-Dec-19 Robert Kennedy Review various correspondence re: claims. Various correspondence to and from Sven Dedic. Conversation with Anamika Gadia. Review correspondence from Lindsay Kantor re: MoH claim. Consider motion matters and distributions. Conference with Mark Freake. 08-Dec-19 Robert Kennedy Preperation for motion. Consider distribution matters. 09-Dec-19 Mark Freake Revise Second Distribution Order. Prepare for and attend court regarding Second Distribution Motion. Enter and issue Order. Arrange for service of same. 09-Dec-19 Robert Kennedy Preparation for Court attendance. Conversation with DENTONS CANADA LLP INVOICE 3483253172 KPMG Inc. Page 3 of 5 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work Anamika Gadia. Correspondence to and from Jae Kim. Attend motion. Conference with Mark Freake. Correspondence to Sven Dedic re: claims. Review filed Order. 11-Dec-19 Mark Freake Draft Notice of Distribution. Email Sven Dedic regarding same. 12-Dec-19 Robert Kennedy Correspondence from and to Sven Dedic. Review endorsement. Review cover letter re: distributions. 13-Dec-19 Robert Kennedy Correspondence to Kirk Campbell and Jae Kim. Review endorsement. 18-Dec-19 Robert Kennedy Review MoH claim and consider strategy. Conversation with Anamika Gadia re: MoH claim and next steps. Review claims procedure order. 19-Dec-19 Robert Kennedy Review claims process order. Review memorandum re: MoH claim. Conversation with Lindsay Kantor. 20-Dec-19 Robert Kennedy Review MoH claim. Review OAI claim memorandum. 27-Dec-19 Robert Kennedy Various correspondence to and from Lindsay Kantor. Correspondence to Anamika Gadia. 31-Dec-19 Robert Kennedy Review correspondence from Anamika Gadia. Review claims procedure Order. 03-Jan-20 Robert Kennedy Review memorandum from Lindsay Kantor. Various correspondence to and from Anamika Gadia. Correspondence to and from Lindsay Kantor. Consider next steps. 06-Jan-20 Robert Kennedy Review correspondence from Anamika Gadia. Review MoH Claim. Review OAI memorandum re: MoH claim. Consider next steps. 07-Jan-20 Robert Kennedy Correspondence from and to Anamika Gadia. Review claims procedure order. 08-Jan-20 Robert Kennedy Review MoH claim. Review claims Procedure Order. Draft correspondence to MoH. Correspondence to Anamika Gadia. 09-Jan-20 Robert Kennedy Correspondence from and to Anamika Gadia. Correspondence to Ananthan Sinnadurai. Review and consider MoH claim. Conference with Mark Freake. Consider next steps re: distributions. Review correspondence from Ananthan Sinnadurai. Correspondence to Ananthan Sinnadurai re: attachments. 10-Jan-20 Robert Kennedy Review MoH claim. Review OAI memorandum documentation. Correspondence to Ananthan Sinnadurai. 14-Jan-20 Mark Freake Review Ministry of Health Proof of Claim, Transfer Payment Agreements, reconciliation documents and related correspondence. Draft memorandum regarding DENTONS CANADA LLP INVOICE 3483253173 KPMG Inc. Page 4 of 5 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work MoH Proof of Claim. 15-Jan-20 Mark Freake Continued review of supporting documents submitted by Ministry of Health. Review law regarding contractual, legal and equitable set-off. Draft and revise memorandum to Sales Officer regarding opinion and findings. Email Robert Kennedy regarding same. 15-Jan-20 Robert Kennedy Conference with Mark Freake re: MoH claim and analysis. Review MoH claim. Correspondence from and to Ananthan Sinnadurai. Correspondence to Anamika Gadia. 16-Jan-20 Mark Freake Finalize memorandum to Sales Officer regarding Ministry of Health Proof of Claim. Email Robert Kennedy. 16-Jan-20 Robert Kennedy Review correspondence from Mark Freake. Review memorandum re: MoH claim and assessment. 20-Jan-20 Mark Freake Discuss Ministry's claim with Robert Kennedy. Email Ministry regarding conference call. 20-Jan-20 Robert Kennedy Review memorandum re: MoH claim and next steps. 21-Jan-20 Robert Kennedy Work on MoH claim matters. 22-Jan-20 Robert Kennedy Work on MoH claim matters. Review and revise memorandum. Correspondence to and from Anamika Gadia. Review correspondence from Ananthan Sinnadurai. 23-Jan-20 Mark Freake Review Ministry's reply regarding Proof of Claim. Prepare for and attend conference call with Crown Law Office and Ministry of Health regarding Ministry's Proof of Claim. Discuss next steps with Robert Kennedy. 23-Jan-20 Robert Kennedy Preparation for conference call with MoH re: MoH claim and OAI set-off. Correspondence to Anamika Gadia. Attend conference call with representatives of MoH. Conversation with Anamika Gadia. Conference with Mark Freake re: next steps. 24-Jan-20 Mark Freake Revise memorandum regarding MoH Proof of Claim. Draft letter to OAI regarding same. 26-Jan-20 Mark Freake Further revisions to memorandum regarding MoH Proof of Claim. Email Robert Kennedy regarding same. 28-Jan-20 Robert Kennedy Review correspondence re: MoH claim and assessment. 29-Jan-20 Robert Kennedy Work on MoH claim matters. Correspondence from and to Anamika Gadia. Review revised memorandum. Review correspondence from Lindsay Kantor. Correspondence to Lindsay Kantor. Correspondence to Ananthan Sinnadurai. 30-Jan-20 Robert Kennedy Work on MoH claim memorandum. Correspondence to and from Ananthan Sinnadurai. Review MoH correspondence. Correspondence to Lindsay Kantor re: DENTONS CANADA LLP INVOICE 3483253174 KPMG Inc. Page 5 of 5 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work MoH claim and set-off matters. Various correspondence to and from Sven Dedic re: post closing matters. Review closing agenda. Correspondence to Laila Parvez.

Timekeeper Hours Rate Fees Mark Freake 16.0 610.00 9,760.00 Mark Freake 8.5 560.00 4,760.00 Robert Kennedy 18.9 760.00 14,364.00 Robert Kennedy 26.8 725.00 19,430.00 Total 70.2 $48,314.00

TOTAL PROFESSIONAL FEES $ 48,314.00 Less: Discount (2,314.00) NET PROFESSIONAL FEES $ 46,000.00

TAXABLE DISBURSEMENTS Binding Books / Documents $ 52.00 Photocopy & Printing Charges 218.80 Process Server Fees 65.00 TOTAL TAXABLE DISBURSEMENTS $ 335.80

NON-TAXABLE DISBURSEMENTS Filing Fee* $ 320.00 TOTAL NON-TAXABLE DISBURSEMENTS $ 320.00

TOTAL DISBURSEMENTS 655.80

TOTAL FEES AND DISBURSEMENTS $ 46,655.80

TAXES HST (13.0%) on Professional Fees of $46,000.00 $ 5,980.00 HST (13.0%) on Taxable Disbursements of $335.80 43.65 TOTAL TAXES 6,023.65

TOTAL AMOUNT DUE $ 52,679.45 CAD 175

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3490567 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer February 29, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 7,831.00 Disbursements 59.00 HST (13.0%) on $7,890.00 1,025.70

Total Amount Due $ 8,915.70 CAD

DENTONS CANADA LLP INVOICE 3490567176 KPMG Inc. Page 2 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 04-Feb-20 Mark Freake Update Certificate of Purchaser re Completion of Migration. Email Laila Parvez regarding same. 04-Feb-20 Robert Kennedy Various correspondence to and from Laila Parvez. Review certificate re: post migration. Conference with Mark Freake. 05-Feb-20 Robert Kennedy Review executed Certificate. Review and revise closing agenda. Various correspondence to Anamika Gadia and Sven Dedic. Various correspondence to and from Linsday Kantor. 06-Feb-20 Robert Kennedy Review closing agenda. Correspondence to Laila Parvez re: migration matters and costs. 10-Feb-20 Mark Freake Prepare for and attend conference call with Lindsay Kantor, Anamika Gadia and Robert Kennedy regarding Ministry of Health claim. 10-Feb-20 Robert Kennedy Preparation for conference call re: MoH claim. Attend conference call with Lindsay Kantor, Anamika Gadia and Mark Freake. Conversation with Anamika Gadia re: strategy and next steps. Review Appointment Order. Correspondence to Ananthan Sinnadurai. 12-Feb-20 Robert Kennedy Review correspondence from Sven Dedic. Correspondence to Sven Dedic. Correspondence to Lindsay Kantor. Review correspondence from Anamika Gadia. Review correspondence from Lindsay Kantor. 13-Feb-20 Robert Kennedy Review R&D and consider next steps re: discharge and distribution. Review appointment order. 18-Feb-20 Robert Kennedy Correspondence to Sven Dedic re: migration payment. Correspondence to Ananthan Sinnadurai. 19-Feb-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Correspondence to Anamika Gadia. Correspondence to Ananthan Sinnadurai. Correspondence to Lindsay Kantor. 20-Feb-20 Robert Kennedy Correspondence from and to Sven Dedic. Voicemail left with Lindsay Kantor. 21-Feb-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Consider next steps. 24-Feb-20 Robert Kennedy Review correspondence from Lindsay Kantor. Review claims procedure order. Conversation with Lindsay Kantor re: claims process and top-up payments. 25-Feb-20 Mark Freake Review Second Distribution Order and Report regarding terms of distribution to the Ministry of Health. Discuss DENTONS CANADA LLP INVOICE 3490567177 KPMG Inc. Page 3 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work same with Robert Kennedy. 25-Feb-20 Robert Kennedy Correspondence to Ananthan Sinnadurai re: top up payments. Correspondence to Anamika Gadia. 26-Feb-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Correspondence from and to Anamika Gadia. Conversation with Anamika Gadia re: strategy and next steps. Review claims procedure order. 27-Feb-20 Robert Kennedy Consider next steps re: distributions.

Timekeeper Hours Rate Fees Mark Freake 1.5 610.00 915.00 Robert Kennedy 9.1 760.00 6,916.00 Total 10.6 $7,831.00

TOTAL PROFESSIONAL FEES $ 7,831.00

TAXABLE DISBURSEMENTS Library Computer Research $ 56.00 Photocopy & Printing Charges 3.00 TOTAL TAXABLE DISBURSEMENTS $ 59.00

TOTAL DISBURSEMENTS 59.00

TOTAL FEES AND DISBURSEMENTS $ 7,890.00

TAXES HST (13.0%) on Professional Fees of $7,831.00 $ 1,018.03 HST (13.0%) on Taxable Disbursements of $59.00 7.67 TOTAL TAXES 1,025.70

TOTAL AMOUNT DUE $ 8,915.70 CAD 178

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3498336 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer March 31, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 15,820.00 Disbursements 9.00 HST (13.0%) on $15,829.00 2,057.77

Total Amount Due $ 17,886.77 CAD

DENTONS CANADA LLP INVOICE 3498336179 KPMG Inc. Page 2 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 03-Mar-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Consider next steps re: distributions and discharge. 04-Mar-20 Mark Freake Review letter from Ministry of Health regarding quantum of additional funding. Discuss same with Robert Kennedy. 04-Mar-20 Robert Kennedy Various correspondence to and from Linsday Kantor. Voicemail left with Lindsay Kantor. Review MoH assessment. Conversation with Lindsay Kantor. 05-Mar-20 Robert Kennedy Review MoH claim and top-up claim. Correspondence to and from Ananthan Sinnadurai. 06-Mar-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Various correspondence to and from Anamika Gadia. Consider next steps. 09-Mar-20 Robert Kennedy Review MoH claim matters. Conversation with Anamika Gadia re: MoH claim and next steps. Correspondence to and from Ananthan Sinnadurai. 10-Mar-20 Robert Kennedy Conference with Mark Freake re: distribution strategy. Correspondence to Ananthan Sinnadurai. 11-Mar-20 Robert Kennedy Review correspondence from and to Ananthan Sinnadurai. Correspondence from and to Lindsay Kantor. Revise claim notice. Correspondence to and from Anamika Gadia. 17-Mar-20 Mark Freake Telephone calls with Robert Kennedy and Ministry of Health regarding disputed funding claim. 17-Mar-20 Robert Kennedy Review MoH claim and top up payment matters. Attend conference call with MoH re: top up payment and next steps. Review claims procedure order. Consider next steps. 18-Mar-20 Robert Kennedy Various correspondence to and from Anamika Gadia. Conversation with Anamika Gadia re: MoH and top-up payment. Correspondence to and from Lindsay Kantor. Consider next steps. Review correspondence from Ananthan Sinnadurai. 19-Mar-20 Mark Freake Review file and report to Robert Kennedy regarding OAI related party claims and procedure options. Attend conference call with Lindsay Kantor regarding same. 19-Mar-20 Robert Kennedy Review MoH claim and top up matters. Attend call with Lindsay Kantor re: MoH update. Conference with Mark Freake re: next steps. Review memorandum from Mark Freake. Review correspondence from Vlad Miropolsky. DENTONS CANADA LLP INVOICE 3498336180 KPMG Inc. Page 3 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work Conversation with Vlad Miropolosky. Correspondence to and from John Adair. Consider next steps re: distributions. Correspondence to Ananthan Sinnadurai. 20-Mar-20 Robert Kennedy Review correspondence from Lindsay Kantor. Correspondence to and from Ananthan Sinnadurai. Review MoH claim. 23-Mar-20 Mark Freake Prepare for and attend conference call with Ananthan Sinnadurai, Anamika Gadia, Lindsay Kantor and Robert Kennedy regarding status of Ministry of Health claim and set-off issues. 23-Mar-20 Robert Kennedy Review MoH claim. Review top-up payment analysis. Attend conference call with MoH, Linsday Kantor and Anamika Gadia. Conversation with Anamika Gadia. 24-Mar-20 Mark Freake Review Resolute motion records and related materials, and TD application materials regarding related party claims. Email correspondence with Jordan Katz and Robert Kennedy. Prepare summary regarding related party claims. 24-Mar-20 Robert Kennedy Correspondence from and to Jordan Katz. Correspondence to Mark Freake. Review corporate documentation. 25-Mar-20 Mark Freake Prepare for and attend conference call with Jordan Katz and Robert Kennedy regarding preferred shareholder claims. 25-Mar-20 Robert Kennedy Review corporate documentation. Attend conference call with Jordan Katz re: preferred shareholder claims. Correspondence from and to Jordan Katz. Correspondence to and from Anamika Gadia. Review summary re: equity claims. Review claims procedure order. 30-Mar-20 Robert Kennedy Review correspondence from Sven Dedic. Review SR&D. 31-Mar-20 Robert Kennedy Correspondence to Ananthan Sinnadurai. Review summary re: equity claims.

Timekeeper Hours Rate Fees Mark Freake 6.0 610.00 3,660.00 Robert Kennedy 16.0 760.00 12,160.00 Total 22.0 $15,820.00

TOTAL PROFESSIONAL FEES $ 15,820.00

TAXABLE DISBURSEMENTS Courier & Delivery $ 9.00 DENTONS CANADA LLP INVOICE 3498336181 KPMG Inc. Page 4 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

TOTAL TAXABLE DISBURSEMENTS $ 9.00

TOTAL DISBURSEMENTS 9.00

TOTAL FEES AND DISBURSEMENTS $ 15,829.00

TAXES HST (13.0%) on Professional Fees of $15,820.00 $ 2,056.60 HST (13.0%) on Taxable Disbursements of $9.00 1.17 TOTAL TAXES 2,057.77

TOTAL AMOUNT DUE $ 17,886.77 CAD 182

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3504145 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer April 30, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 19,515.00 Less: Discount (1,000.00) Net Professional Fees $ 18,515.00 HST (13.0%) on $18,515.00 2,406.95

Total Amount Due $ 20,921.95 CAD

DENTONS CANADA LLP INVOICE 3504145183 KPMG Inc. Page 2 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 01-Apr-20 Mark Freake Correspondence with Ananthan Sinnadurai and Robert Kennedy regarding status of settlement discussions with OAI and the Ministry of Health. 01-Apr-20 Robert Kennedy Various correspondence from and to Ananthan Sinnadurai. Review MoH claim acceptance. Correspondence to and from Anamika Gadia. 02-Apr-20 Robert Kennedy Review correspondence from Anamika Gadia. Review executed Notice re: MoH claim. Correspondence to Sven Dedic. Correspondence to and from Lindsay Kantor. 05-Apr-20 Robert Kennedy Email from and to Lindsay Kantor. 06-Apr-20 Robert Kennedy Conversation with Lindsay Kantor. Correspondence from and to Lindsay Kantor. Voicemail left with Anamika Gadia. Review correspondence from Ananthan Sinnadurai. 07-Apr-20 Robert Kennedy Correspondence to and from Anamika Gadia. Attend conference call with Lindsay Kantor and Ananthan Sinnadurai. Review appointment Order. Voicemail left with Lindsay Kantor. Correspondence from and to Ananthan Sinnadurai. Conference with Mark Freake. 08-Apr-20 Robert Kennedy Conversation with Ananthan Sinnadurai. Conversation with Lindsay Kantor. Review appointment order. Review shareholder memo. Correspondence to Mark Freake. Consider next steps. 09-Apr-20 Robert Kennedy Review shareholder summary. Consider strategy re: distribution order. 13-Apr-20 Mark Freake Review provisions of Ontario Business Corporations Act regarding appointment of liquidator. Review TD's Application Record regarding appointment of liquidator. Telephone calls with Robert Kennedy. Conference call with Anamika Gadia and Robert Kennedy regarding related party claims and next steps. 13-Apr-20 Robert Kennedy Various correspondence to and from Anamika Gadia re: MoH top-up payment. Review shareholder summary. Correspondence to Anamika Gadia. Consider next steps re: distributions. Conference with Mark Freake re: next steps. 14-Apr-20 Robert Kennedy Consider next steps re: distribution. Review correspondence from Jordan Katz. 16-Apr-20 Robert Kennedy Draft correspondence to MoH re: Sales Officer powers DENTONS CANADA LLP INVOICE 3504145184 KPMG Inc. Page 3 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work and top-up payment. 17-Apr-20 Mark Freake Review correspondence from Robert Kennedy regarding delivery of top-up funds from Ministry of Health. Review and consider correspondence from Jordan Katz regarding related party claims. 17-Apr-20 Robert Kennedy Work on correspondence to MoH re: top up payment. Review correspondence from Lindsay Kantor. Correspondence to Anamika Gadia. Review correspondence from Jordan Katz. Correspondence to Anamika Gadia. Consider shareholder distribution matters. 20-Apr-20 Mark Freake Email correspondence with Robert Kennedy. Review Unanimous Shareholders' Agreement regarding distribution priorities as between shareholders. 20-Apr-20 Robert Kennedy Work on and consider share distribution matters. Correspondence to Anamika Gadia. Review corporate documentation. Correspondence to Lindsay Kantor re: corporate books and records. 21-Apr-20 Robert Kennedy Various correspondence to and from Anamika Gadia. Correspondence to Ananthan Sinnadurai. Review correspondence from Ananthan Sinnadurai. Review and consider distribution matters. 22-Apr-20 Mark Freake Review OAI's articles of incorporation. Draft memorandum regarding priority as between shareholders. Email and telephone correspondence with Robert Kennedy. 22-Apr-20 Robert Kennedy Review memorandum re: shareholding structure. Various correspondence to and from Anamika Gadia. Various correspondence to and from Ananthan Sinnadurai. Correspondence to Lindsay Kantor. Consider next steps. 27-Apr-20 Robert Kennedy Correspondence from and to Ananthan Sinnadurai. 28-Apr-20 Robert Kennedy Correspondence to Lindsay Kantor re: minute books. 29-Apr-20 Mark Freake Email correspondence with Jordan Katz regarding preferred shareholder claim. 29-Apr-20 Robert Kennedy Various correspondence to and from Jordan Katz. Correspondence to Lindsay Kantor. Conference with Mark Freake. 30-Apr-20 Mark Freake Draft summary of discussion with Jordan Katz regarding preferred shareholder claim. Correspondence with Robert Kennedy regarding same. 30-Apr-20 Robert Kennedy Review memorandum from Mark Freake re: preferred shareholder claims. Conversation with Mark Freake. Consider distribution matters. Correspondence to Anamika Gadia. DENTONS CANADA LLP INVOICE 3504145185 KPMG Inc. Page 4 of 4 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Timekeeper Hours Rate Fees Mark Freake 6.7 610.00 4,087.00 Robert Kennedy 20.3 760.00 15,428.00 Total 27.0 $19,515.00

TOTAL PROFESSIONAL FEES $ 19,515.00 Less: Discount (1,000.00) NET PROFESSIONAL FEES $ 18,515.00

TAXES HST (13.0%) on Professional Fees of $18,515.00 $ 2,406.95 TOTAL TAXES 2,406.95

TOTAL AMOUNT DUE $ 20,921.95 CAD 186

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3511766 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer May 31, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 11,948.00 HST (13.0%) on $11,948.00 1,553.24

Total Amount Due $ 13,501.24 CAD

DENTONS CANADA LLP INVOICE 3511766187 KPMG Inc. Page 2 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 05-May-20 Robert Kennedy Various correspondence to and from Lindsay Kantor. Various correspondence to and from Sven Dedic re: migration matters. Review closing documents. Correspondence to Anamika Gadia. Conversation with Lindsay Kantor re: minute books and MoH top-up payment. Voicemail left with Ron McKenna. Review shareholder agreement. 06-May-20 Robert Kennedy Review correspondence from Linsday Kantor. Correspondence to and from Mike Levine. Review correspondence from Ananthan Sinnadurai. Correspondence to Anamika Gadia. 07-May-20 Robert Kennedy Conversation with Anamika Gadia. Draft correspondence to Ananthan Sinnadurai re: MoH payment. Correspondence to Laila Parvez. Review migration costs indemnity. Consider distribution matters. Conference with Mark Freake re: report. Correspondence to Laila Parvez. 08-May-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Correspondence to Anamika Gadia. Review correspondence from Laila Parvez. Conversation with Laila Parvez. 11-May-20 Robert Kennedy Correspondence from and to Lindsay Kantor. Review shareholdings memorandum. Work on and consider Court Report matters. 12-May-20 Robert Kennedy Voicemail from and to Anamika Gadia. Review correspondence from Ron McKenna. Correspondence to and from Laila Parvez. Work on motion matters. 19-May-20 Robert Kennedy Review correspondence from Laila Parvez. Correspondence to and from Anamika Gadia. Conversation with Anamika Gadia re: next steps and strategy. 20-May-20 Robert Kennedy Correspondence to Laila Parvez. Work on and consider Court Report. Review corporate books. 22-May-20 Mark Freake Attend conference call regarding post-closing data mitigation issues. 22-May-20 Robert Kennedy Attend conference call with GNMI re: payment of migration fees. Conference with Anamika Gadia and Sven Dedic. Review migration undertaking. Correspondence from and to Laila Parvez. Correspondence to Anamika Gadia and Sven Dedic. DENTONS CANADA LLP INVOICE 3511766188 KPMG Inc. Page 3 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work 26-May-20 Robert Kennedy Review minute book. Review correspondence from Sven Dedic. 27-May-20 Robert Kennedy Review correspondence from Sven Dedic re: migration costs. 28-May-20 Robert Kennedy Review corporate books. Correspondence from and to Ron McKenna. 29-May-20 Robert Kennedy Consider next steps re: distributions. Review corporate books. Correspondence from and to Sven Dedic. 31-May-20 Robert Kennedy Review corporate books. Review correspondence from Ananthan Sinnadurai.

Timekeeper Hours Rate Fees Mark Freake 0.4 610.00 244.00 Robert Kennedy 15.4 760.00 11,704.00 Total 15.8 $11,948.00

TOTAL PROFESSIONAL FEES $ 11,948.00

TAXES HST (13.0%) on Professional Fees of $11,948.00 $ 1,553.24 TOTAL TAXES 1,553.24

TOTAL AMOUNT DUE $ 13,501.24 CAD 189

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3518061 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer June 30, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 10,599.00 HST (13.0%) on $10,599.00 1,377.87

Total Amount Due $ 11,976.87 CAD

DENTONS CANADA LLP INVOICE 3518061190 KPMG Inc. Page 2 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 01-Jun-20 Robert Kennedy Review correspondence from Anamika Gadia. Review correspondence from Sven Dedic. Correspondence to Anamika Gadia regarding MoH. 02-Jun-20 Robert Kennedy Review MoH Claim notice. Review correspondence from Ananthan Sinnadurai. Correspondence to Ananthan Sinnadurai. 03-Jun-20 Robert Kennedy Review corporate books. Conference with Matt Dunnet. Consider next steps regarding distributions. Correspondence from and to Ananthan Sinnadurai. 04-Jun-20 Matthew Dunnet Speaking with Robert Kennedy regarding review of the minute book of Oxford Advanced Imaging Inc. and preparing a report with respect to share entitlements to distribution of sales proceeds. 04-Jun-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Consider next steps regarding distribution. 05-Jun-20 Robert Kennedy Review corporate books. 08-Jun-20 Robert Kennedy Review correspondence from Lindsay Kantor. Review minute book. 10-Jun-20 Matthew Dunnet Reviewing Oxford Advanced Imaging Inc. minute book regarding share rights and distribution of sale proceeds matters. 10-Jun-20 Robert Kennedy Correspondence from and to Matt Dunnett. 11-Jun-20 Matthew Dunnet Reviewing Oxford Advanced Imaging Inc. minute book regarding share rights and distribution of sale proceeds matters. Preparing analysis with respect to the articles share terms and distribution of proceeds. 11-Jun-20 Robert Kennedy Various correspondence to and from Matthew Dunnett. Review memorandum. Correspondence to Anamika Gadia re: distribution and minute books. Consider next steps. 12-Jun-20 Mark Freake Review correspondence from Matthew Dunnet regarding record book review. Attend conference call with Sales Officer regarding same. 12-Jun-20 Matthew Dunnet Speaking with Mark Freake, Rob Kennedy, Sven Dedic and Anamika Gadia regarding distribution of sale proceeds and proposed report. Preparing memorandum analysis of the articles and share terms with respect to the distribution. 12-Jun-20 Robert Kennedy Review memorandum re: shareholdings and priorities. Attend conference call with representatives of KPMG re: DENTONS CANADA LLP INVOICE 3518061191 KPMG Inc. Page 3 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work distribution motion and next steps. 15-Jun-20 Matthew Dunnet Preparing memorandum and sending to Rob Kennedy. 18-Jun-20 Robert Kennedy Review correspondence from Lindsay Kantor re: MoH funds. Various correspondence to and from Anamika Gadia. Draft reply re: MoH funds. Consider next steps. 29-Jun-20 Robert Kennedy Review correspondence from Ananthan Sinnadurai. Review correspondence from Anamika Gadia. Consider MoH payment matters.

Timekeeper Hours Rate Fees Mark Freake 0.4 610.00 244.00 Matthew Dunnet 7.1 570.00 4,047.00 Robert Kennedy 8.3 760.00 6,308.00 Total 15.8 $10,599.00

TOTAL PROFESSIONAL FEES $ 10,599.00

TAXES HST (13.0%) on Professional Fees of $10,599.00 $ 1,377.87 TOTAL TAXES 1,377.87

TOTAL AMOUNT DUE $ 11,976.87 CAD 192

Dentons Canada LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON, Canada M5K 0A1

T 416 863 4511 F 416 863 4592

Salans FMC SNR Denton McKenna Long dentons.com

KPMG Inc. INVOICE # 3523413 Bay Adelaide Centre 333 Bay Street, Suite 4600 GST/HST # R121996078 Toronto, ON M5H 2S5 QST # 1086862448 TQ 0001 Attention: Anamika Gadia Partner

Date Matter Number Lawyer July 31, 2020 533650-000009 Robert Kennedy

KPMG Inc. Re: Oxford Advanced Imaging Inc.

Professional Fees $ 20,061.00 HST (13.0%) on $20,061.00 2,607.93

Total Amount Due $ 22,668.93 CAD

DENTONS CANADALLP INVOICE 3523413193 KPMG Inc. Page 2 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Invoice Detail

TO PROFESSIONAL SERVICES RENDERED in connection with the above noted matter:

Date Timekeeper Description of Work 03-Jul-20 Mark Freake Review correspondence regarding the status of distribution. 06-Jul-20 Robert Kennedy Conference with Mark Freake re: distribution motion matters. Review prior Report. 07-Jul-20 Robert Kennedy Correspondence to and from Jordan Katz. Review correspondence from Lindsay Kantor (x2). Correspondence to Lindsay Kantor. 08-Jul-20 Robert Kennedy Review distribution memorandum. Conference call with Jordan Katz re: shareholder claims and next steps. Correspondence to Anamika Gadia. 10-Jul-20 Mark Freake Review correspondence regarding minute book review and related issues. Prepare Report regarding distribution and discharge motion. 10-Jul-20 Robert Kennedy Review memorandum re: distributions. Consider next steps re: distribution and motion. 13-Jul-20 Mark Freake Draft and revise Sixth Report of the Sales Officer. Email correspondence with Robert Kennedy. 14-Jul-20 Mark Freake Revise and finalize draft Sixth Report of the Sales Officer. Email correspondence regarding same. 14-Jul-20 Robert Kennedy Review draft report. Work on motion matters. 15-Jul-20 Robert Kennedy Attend to Court scheduling. Correspondence to Anamika Gadia. Review correspondence from Ananthan Sinnadurai. Consider motion matters. 16-Jul-20 Robert Kennedy Various correspondence to and from Ananthan Sinnadurai. Review MoH claim. Various correspondence to and from Anamika Gadia and Sven Dedic. Review memorandum re: distributions. Conference with Matthew Dunnet. 17-Jul-20 Robert Kennedy Correspondence to and from Anamika Gadia. Conference with Matt Dunnet. Work on Report. Conversation with Anamika Gadia. Correspondence to Ananthan Sinnadurai. 20-Jul-20 Mark Freake Prepare for and attend strategy call with clients. Correspondence with Robert Kennedy. 20-Jul-20 Matthew Dunnet Reviewing and revising the memorandum regarding the shareholders and percentage holdings. Sending revised draft to Robert Kennedy. 20-Jul-20 Robert Kennedy Work on Report. Various correspondence to and from Anamika Gadia. Attend conference call re: strategy and DENTONS CANADALLP INVOICE 3523413194 KPMG Inc. Page 3 of 3 Re: Oxford Advanced Imaging Inc. Matter # 533650-000009

Date Timekeeper Description of Work next steps. Review various correspondence from Ananthan Sinnadurai. 27-Jul-20 Robert Kennedy Various correspondence to and from Anamika Gadia. Attend to motion scheduling. 28-Jul-20 Robert Kennedy Work on Sales Officer's Report. 30-Jul-20 Robert Kennedy Review various correspondence re: payment of MoH claim and Top-up funds. 31-Jul-20 Robert Kennedy Work on Sales Officer's Report.

Timekeeper Hours Rate Fees Mark Freake 11.8 610.00 7,198.00 Matthew Dunnet 1.5 570.00 855.00 Robert Kennedy 15.8 760.00 12,008.00 Total 29.1 $20,061.00

TOTAL PROFESSIONAL FEES $ 20,061.00

TAXES HST (13.0%) on Professional Fees of $20,061.00 $ 2,607.93 TOTAL TAXES 2,607.93

TOTAL AMOUNT DUE $ 22,668.93 CAD 195

THIS IS EXHIBIT "B" REFERRED TO IN THE AFFIDAVIT OF SERVICE OF ROBERT KENNEDY SWORN BEFORE ME THIS 14th DAY OF AUGUST, 2020.

A Commissioner for Taking Affidavits, etc.

NATDOCS\47626167\V-1 196

EXHIBIT “B”

Summary of Invoices and Calculation of Average Hourly Billing Rates of Dentons Canada LLP

The Period December 1, 2019 to July 31, 2020

Average Date Invoice No. Fees Discount Disbursements Taxes(HST) Hours Total Rate January 31, 3483253 48,314.00 2,314.00 655.80 6,023.65 70.2 663.75 52,679.45 2020 February 29, 3490567 7,831.00 - 59.00 1,025.70 10.6 685.00 8,915.70 2020 March 31, 2020 3498336 15,820.00 - 9.00 2,057.77 22.0 685.00 17,886.77 August 30, 3504145 19,515.00 1,000.00 - 2,406.95 27.0 685.00 20,921.95 2020 May 31, 2020 3511766 11,948.00 - - 1,553.24 15.8 685.00 13,501.24

June 30, 2020 3518061 10,599.00 - - 1,377.87 15.8 643.67 11,976.87

July 31, 2020 3523413 20,061.00 - - 2,607.93 29.1 646.67 22,668.93

TOTALS: $134,088.00 $3,314.00 $ 723.80 $17,053.11 190.5 $ 670.58 $148,550.91

NATDOCS\47626167\V-1 197

THIS IS EXHIBIT "C" REFERRED TO IN THE AFFIDAVIT OF SERVICE OF ROBERT KENNEDY SWORN BEFORE ME THIS 14th DAY OF AUGUST, 2020.

A Commissioner for Taking Affidavits, etc.

NATDOCS\47626167\V-1 198

EXHIBIT “C”

Billing Rates of Dentons Canada LLP

For the period December 1, 2019 to July 31, 2020

2019 Standard 2020 Standard Year of Call Rate Rate

Robert Kennedy $725 $760 2002

Mark Freake $560 $610 2013

Matthew Dunnet - $570 2014

NATDOCS\47626167\V-1

Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

AFFIDAVIT OF ROBERT KENNEDY

(sworn August 14, 2020)

199

NATDOCS\47626167\V-1 Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent

ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

SIXTH REPORT OF KPMG INC. IN ITS CAPCITY AS SALES OFFICER OF OXFORD ADVANCED IMAGING INC.

200 TAB 3

201

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

THE HONOURABLE ) FRIDAY, THE 21st DAY ) MADAM JUSTICE CONWAY OF AUGUST, 2020 )

BETWEEN: THE TORONTO-DOMINION BANK Applicant - and -

OXFORD ADVANCED IMAGING INC. Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

DISTRIBUTION AND DISCHARGE ORDER

THIS MOTION, made by KPMG Inc. (“KPMG”), in its capacity as the Court-appointed sales officer (the “Sales Officer”) of Oxford Advanced Imaging Inc. (“OAI”), appointed pursuant to an appointment order granted by the Court on August 29, 2018 (the “Appointment Order”), for an order:

(a) abridging the time for service of the Notice of Motion, Motion Record and the Sixth Report of KPMG, in its capacity as Sales Officer, dated August 14, 2020 (the “Sixth Report”) so that this Motion is properly returnable today, and dispensing with further service thereof;

(b) approving and authorizing the Sales Officer to make a distribution to OAI’s preferred shareholders (the “Preferred Shareholders”) of the funds remaining in

NATDOCS\47999780\V-2 202 - 2 -

in the Sales Officer’s possession, as set out in the Sales Officer’s statement of receipts and disbursements up to and including August 12, 2020 (the “R&D Statement”), on a pro rata basis (the “Preferred Shareholder Distribution”), following:

(i) the payment of the fees and disbursements of the Sales Officer and Dentons as set out herein (including the Remaining Fees); and

(ii) the delivery and payment of the QuByte Corp. and Bracco Imaging Canada (collectively, the “Absent Creditors”) distributions (collectively, the “Outstanding Distributions”) within 15 days after the granting of this Order (the “Payment Period”), failing which, the Outstanding Distributions shall be distributed to the Preferred Shareholders as part of the Preferred Shareholder Distribution;

(d) approving the R&D Statement;

(e) approving the fees and disbursements of the Sales Officer and its legal counsel, Dentons Canada LLP (“Dentons”), as set out in the fee affidavit of Anamika Gadia dated August 13, 2020 and the fee affidavit of Robert Kennedy dated August 14, 2020 (together, the “Fee Affidavits”), together with the estimated fees and disbursements to be incurred by the Sales Officer and Dentons to complete the remaining activities in these proceedings, as set out in the Sixth Report (the “Remaining Fees”);

(f) discharging and releasing KPMG as Sales Officer of OAI, upon the Sales Officer filing with the Court a certificate in the form attached hereto as Schedule “B” (the “Sales Officer’s Discharge Certificate”); and

(g) such further and other grounds as counsel may advise and this Honourable Court may permit;

NATDOCS\47999780\V-2 203 - 3 - was heard this day via videoconference, at Toronto, Ontario.

ON READING the Motion Record of the Sales Officer dated August 14, 2020, the Sixth Report, including the Fee Affidavits, and on hearing the submissions of counsel for the Sales Officer, and any such other counsel as were present, no one appearing for any other person on the service list, although properly served as appears from the Affidavit of Amanda Campbell sworn August , 2020, filed:

SERVICE

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

Record is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof.

THE PREFERRED SHAREHOLDER DISTRIBUTION

2. THIS COURT ORDERS that the Sales Officer is authorized and directed to make the

Preferred Shareholder Distribution to the preferred shareholders of the remaining monies in Sales

Officer’s possession on a pro-rata basis, as set forth in Schedule “A” hereto, following:

(a) the payment of the Remaining Fees, plus any other amounts outstanding pursuant

to the Sales Officer’s Charge contained in the Appointment Order; and

(b) the earlier of:

(i) the payment of the Outstanding Distributions, or

(ii) the expiry of the Payment Period.

3. THIS COURT ORDERS that in the event the Sales Officer is unable to complete the payment of the Outstanding Distributions prior to the expiry of the Payment Period, the Sales

Officer is authorized and directed to distribute the Outstanding Distributions in accordance with paragraph 2 herein, and the Absent Creditors shall be forever barred from asserting or enforcing

NATDOCS\47999780\V-2 204 - 4 - any claims in respect of the Outstanding Distributions and such claims shall be extinguished without any further act or notification.

SALES OFFICER’S ACTIVITIES

4. THIS COURT ORDERS that the Sixth Report and the activities of the Sales Officer, as set out in the Sixth Report, are hereby approved.

5. THIS COURT ORDERS that the R&D Statement is hereby approved.

6. THIS COURT ORDERS that the fees and disbursements of the Sales Officer and Dentons

(including the Remaining Fees), as set out in the Sixth Report and the Fee Affidavits, are hereby approved.

DISCHARGE

7. THIS COURT ORDERS that, after payment of the amounts herein approved, and upon the Sales Officer filing the Sales Officer’s Discharge Certificate certifying that it has completed the remaining activities described in the Sixth Report, KPMG shall be discharged as Sales Officer, provided however, that notwithstanding its discharge herein: (a) the Sales Officer shall remain

Sales Officer for the performance of such incidental duties as may be required to complete the administration of these proceedings, and (b) the Sales Officer shall continue to have the benefit of the provisions of all Orders made in these proceedings, including all approvals, protections and stays of proceedings in favour of KPMG, in its capacity as Sales Officer.

8. THIS COURT ORDERS that upon filing the Sales Officer’s Discharge Certificate,

KPMG shall be released and discharged from any and all liability that KPMG now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of KPMG while

NATDOCS\47999780\V-2 205 - 5 - acting in its capacity as Sales Officer herein, save and except for any gross negligence or wilful misconduct on the Sales Officer’s part. Without limiting the generality of the foregoing, KPMG shall be 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 proceedings, save and except for any gross negligence or wilful misconduct on the Sales Officer’s part.

______

NATDOCS\47999780\V-2 206

Schedule “A” – Preferred Shareholder Distribution Chart

Name Class/Series of Shares Number of Percentage of Total Shares Preferred Shares

Resolute Medical Corporation Series A Preferred 2,923,077 29.630%

2487507 Ontario Inc. Series A Preferred 1,461,539 14.815%

1054020 B.C. Ltd. Series A Preferred 1,461,539 14.815%

2464192 Ontario Inc. Series A Preferred 365,390 3.704%

2481669 Ontario Ltd. Series A Preferred 365,390 3.704%

D Gill Holding Inc. Series A Preferred 365,390 3.704%

A Shuster Medicine Series B Preferred 1,461,539 14.815% Professional Corporation D. Kisselgoff Medicine Series B Preferred 1,461,539 14.815% Professional Corporation

Total Series A Preferred 6,942,325 70.37%

Total Series B Preferred 2,923,078 29.63%

Total Preferred 9,865,403 100%

NATDOCS\47999780\V-2 207

Schedule “B” – Form of Sales Officer’s Discharge Certificate

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

BETWEEN: THE TORONTO-DOMINION BANK Applicant - and -

OXFORD ADVANCED IMAGING INC. Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

DISCHARGE CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice Conway of the Ontario Superior Court of

Justice (Commercial List) (the “Court”) dated August 29, 2018, KPMG Inc. (“KPMG”) was appointed as sales officer (in such capacity, the “Sales Officer”), of the assets, undertakings and properties of Oxford Advanced Imagining Inc. (the “Company”).

B. Pursuant to an Order of the Court dated August 21, 2020 (the “Distribution and Discharge

Order”), KPMG was discharged as Sales Officer of the Company, effective upon the filing by the

Sales Officer with the Court of a certificate confirming that all matters to be attended to in connection with the completion of the administration of these proceedings have been completed to the satisfaction of the Sales Officer (the “Remaining Activities”), as set out in the Sales

NATDOCS\47999780\V-2 208 - 8 -

Officer’s Sixth Report dated August 14, 2020 (the “Sixth Report”), provided however that, notwithstanding its discharge: (a) KPMG will remain Sales Officer for the performance of the

Remaining Activities, and (b) KPMG as Sales Officer will 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 KPMG, in its capacity as the Sales Officer.

THE SALES OFFICER CERTIFIES the following:

1. The Sales Officer has paid all amounts required to be paid pursuant to the Distribution and

Discharge Order; and

2. The Sales Officer is satisfied that all Remaining Activities have been completed to the satisfaction of the Sales Officer.

THIS CERTIFICATE was delivered by the Sales Officer on ______, 2020.

KPMG INC., solely in its capacity as the court- appointed Sales Officer of the Company, and not in its personal capacity or in any other capacity

Per: Name: Title:

NATDOCS\47999780\V-2

Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

DISTRIBUTION AND DISCHARGE ORDER

209

NATDOCS\47999780\V-2

TAB 4 210 Revised: May 11, 2010

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST )

THE HONOURABLE ) WEEKDAYFRIDAY, THE #21st ) MADAM DAY ) JUSTICE CONWAY OF MONTH, 20YRAUGUST, 2020

B E T W E E N:

PLAINTIFF

Plaintiff

BETWEEN: THE TORONTO-DOMINION BANK Applicant - and –-

DEFENDANT

Defendant

OXFORD ADVANCED IMAGING INC. Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

DISTRIBUTION AND DISCHARGE ORDER

THIS MOTION, made by [RECEIVER'S NAME]KPMG Inc. (“KPMG”), in its capacity as the Court-appointed receiversales officer (the "Receiver") of the undertaking, property and

DOCSTOR: 1201925\8NATDOCS\47999780\V-2 DOCSTOR: 1201925\8 211 - 2 - assets of [DEBTOR] (the "Debtor"“Sales Officer”) of Oxford Advanced Imaging Inc. (“OAI”), appointed pursuant to an appointment order granted by the Court on August 29, 2018 (the “Appointment Order”), for an order:

1. approving the activities of the Receiver as set out in the report of the Receiver dated [DATE]

(a) abridging the time for service of the Notice of Motion, Motion Record and the Sixth Report of KPMG, in its capacity as Sales Officer, dated August 14, 2020 (the "Report")“Sixth Report”) so that this Motion is properly returnable today, and dispensing with further service thereof;

(b) 2. approving the fees and disbursements of the Receiver and its counsel; and authorizing the Sales Officer to make a distribution to OAI’s preferred shareholders (the “Preferred Shareholders”) of the funds remaining in in the Sales Officer’s possession, as set out in the Sales Officer’s statement of receipts and disbursements up to and including August 12, 2020 (the “R&D Statement”), on a pro rata basis (the “Preferred Shareholder Distribution”), following:

3. approving the distribution of the remaining proceeds available in the estate of the Debtor; [and]

(i) the payment of the fees and disbursements of the Sales Officer and Dentons as set out herein (including the Remaining Fees); and

NATDOCS\47999780\V-2 DOCSTOR: 1201925\8 212 - 3 -

(d) approving the R&D Statement;

(f) 4. discharging [RECEIVER'S NAME] as Receiver of the undertaking, property and assets of the Debtor[; andand releasing KPMG as Sales Officer of OAI, upon the Sales Officer filing with the Court a certificate in the form attached hereto as Schedule “B” (the “Sales Officer’s Discharge Certificate”); and

5. releasing [RECEIVER'S NAME] from any and all liability, as set out in paragraph 5 of this Order]1,

(g) such further and other grounds as counsel may advise and this Honourable Court may permit; was heard this day via videoconference, at 330 University Avenue, Toronto, Ontario.

ON READING the Motion Record of the Sales Officer dated August 14, 2020, the Sixth Report, including the affidavits of the Receiver and its counsel as to fees (the "Fee Affidavits"), and on hearing the submissions of counsel for the ReceiverSales Officer, and any such other counsel as were present, no one else appearing for any other person on the service list, although properly served as evidenced byappears from the Affidavit of [NAME]Amanda Campbell sworn [DATE], filed2; August , 2020, filed: 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.

NATDOCS\47999780\V-2 DOCSTOR: 1201925\8 213 - 4 -

SERVICE

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

Motion Record is hereby abridged and validated so that this motion is properly returnable today and hereby dispenses with further service thereof.

THE PREFERRED SHAREHOLDER DISTRIBUTION

2. THIS COURT ORDERS that the Sales Officer is authorized and directed to make the

Preferred Shareholder Distribution to the preferred shareholders of the remaining monies in Sales

Officer’s possession on a pro-rata basis, as set forth in Schedule “A” hereto, following:

(a) the payment of the Remaining Fees, plus any other amounts outstanding pursuant

to the Sales Officer’s Charge contained in the Appointment Order; and

(b) the earlier of:

(i) the payment of the Outstanding Distributions, or

(ii) the expiry of the Payment Period.

3. 1. THIS COURT ORDERS that in the event the Sales Officer is unable to complete the payment of the Outstanding Distributions prior to the expiry of the Payment Period, the Sales

Officer is authorized and directed to distribute the Outstanding Distributions in accordance with paragraph 2 herein, and the Absent Creditors shall be forever barred from asserting or enforcing any claims in respect of the Outstanding Distributions and such claims shall be extinguished without any further act or notification.

NATDOCS\47999780\V-2 DOCSTOR: 1201925\8 214 - 5 -

SALES OFFICER’S ACTIVITIES

4. THIS COURT ORDERS that the Sixth Report and the activities of the ReceiverSales

Officer, as set out in the Sixth Report, are hereby approved.

5. THIS COURT ORDERS that the R&D Statement is hereby approved.

6. 2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counselSales Officer and Dentons (including the Remaining Fees), as set out in the Sixth Report and the Fee Affidavits, are hereby approved.

DISCHARGE

7. 3. THIS COURT ORDERS that, after payment of the fees and disbursementsamounts herein approved, the Receiver shall pay the monies remaining in its hands to [NAME OF

PARTY]3. 4. THIS COURT ORDERS that upon payment of the amounts set out in paragraph 3 hereof [and upon the ReceiverSales Officer filing a certificatethe Sales Officer’s Discharge

Certificate certifying that it has completed the otherremaining activities described in the Sixth

Report], the ReceiverKPMG shall be discharged as Receiver of the undertaking, property and assets of the DebtorSales Officer, provided however, that notwithstanding its discharge herein: (a) the ReceiverSales Officer shall remain ReceiverSales Officer for the performance of such incidental duties as may be required to complete the administration of the receivership hereinthese proceedings, and (b) the ReceiverSales Officer shall continue to have the benefit of the provisions of all Orders made in this proceedingthese proceedings, including all approvals, protections and stays of proceedings in favour of [RECEIVER'S NAME]KPMG, in its capacity as ReceiverSales Officer.

3 This model order assumes that the material filed supports a distribution to a specific secured creditor or other party.

NATDOCS\47999780\V-2 DOCSTOR: 1201925\8 215 - 6 -

8. 5. [THIS COURT ORDERS AND DECLARES that [RECEIVER'S NAME] is herebyupon filing the Sales Officer’s Discharge Certificate, KPMG shall be released and discharged from any and all liability that [RECEIVER'S NAME]KPMG now has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of [RECEIVER'S

NAME]KPMG while acting in its capacity as ReceiverSales Officer herein, save and except for any gross negligence or wilful misconduct on the Receiver'Sales Officer’s part. Without limiting the generality of the foregoing, [RECEIVER'S NAME] isKPMG shall be 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'Sales Officer’s part.]4

______

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 Re ceiver. 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.

NATDOCS\47999780\V-2 216

Schedule “A” – Preferred Shareholder Distribution Chart

Name Class/Series of Shares Number of Percentage of Total Shares Preferred Shares Resolute Medical Corporation Series A Preferred 2,923,077 29.630% 2487507 Ontario Inc. Series A Preferred 1,461,539 14.815% 1054020 B.C. Ltd. Series A Preferred 1,461,539 14.815% 2464192 Ontario Inc. Series A Preferred 365,390 3.704% 2481669 Ontario Ltd. Series A Preferred 365,390 3.704% D Gill Holding Inc. Series A Preferred 365,390 3.704% A Shuster Medicine Series B Preferred 1,461,539 14.815% Professional Corporation D. Kisselgoff Medicine Series B Preferred 1,461,539 14.815% Professional Corporation

Total Series A Preferred 6,942,325 70.37% Total Series B Preferred 2,923,078 29.63% Total Preferred 9,865,403 100%

NATDOCS\47999780\V-2 217

Schedule “B” – Form of Sales Officer’s Discharge Certificate

Court File No. CV-18-603360-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

BETWEEN: THE TORONTO-DOMINION BANK Applicant - and -

OXFORD ADVANCED IMAGING INC. Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

DISCHARGE CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice Conway of the Ontario Superior Court of

B. Pursuant to an Order of the Court dated August 21, 2020 (the “Distribution and

Discharge Order”), KPMG was discharged as Sales Officer of the Company, effective upon the filing by the Sales Officer with the Court of a certificate confirming that all matters to be attended to in connection with the completion of the administration of these proceedings have been completed to the satisfaction of the Sales Officer (the “Remaining Activities”), as set out in the

NATDOCS\47999780\V-2 218 - 9 -

Sales Officer’s Sixth Report dated August 14, 2020 (the “Sixth Report”), provided however that, notwithstanding its discharge: (a) KPMG will remain Sales Officer for the performance of the

THE SALES OFFICER CERTIFIES the following:

1. The Sales Officer has paid all amounts required to be paid pursuant to the Distribution and Discharge Order; and

2. The Sales Officer is satisfied that all Remaining Activities have been completed to the satisfaction of the Sales Officer.

THIS CERTIFICATE was delivered by the Sales Officer on ______, 2020.

KPMG INC., solely in its capacity as the court-appointed Sales Officer of the Company, and not in its personal capacity or in any other capacity

Per: Name: Title:

NATDOCS\47999780\V-2 Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

DISTRIBUTION AND DISCHARGE ORDER

NATDOCS\47999780\V-2 Document comparison by Workshare 9.5 on August 14, 2020 10:49:26 AM Input: file://\\TORHOME01\HOMEDIR\Campbellam\My Document 1 ID Documents\AB and CL Model Orders\receivership-discharge-order-EN.doc Description receivership-discharge-order-EN interwovenSite://NDCDMS01.LAW.FIRM/NATDOCS/4799 Document 2 ID 9780/3 #47999780v3 - Distribution and Discharge Description Order (OAI) - August 2020 v.3 Rendering set Dentons Standard

Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell

Padding cell 220

Statistics: Count Insertions 210 Deletions 102 Moved from 0

Court File No: CV-18-603360-00CL

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant Respondent

ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

MOTION RECORD

(returnable August 21, 2020)

NATDOCS\47626281\V-1