Court File No. CV-20-00650239-00CL ONTARIO SUPERIOR COURT of JUSTICE COMMERCIAL LIST

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED Respondent

APPLICATION RECORD (Returnable October 29, 2020)

October 27, 2020 LIPMAN, ZENER & WAXMAN PC Barristers and Solicitors 100 Sheppard Street East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. #58955G Tel: (416) 789-0652 Fax: (416) 789-9015 Emails: [email protected]

Jason D. Spetter Law Society No. #46105S Tel: (416) 789-0655 Fax: (416) 789-9015; Email: [email protected]

Lawyers for the Applicant

TO: THIS HONOURABLE COURT

AND TO: SERVICE LIST (ATTACHED) Court File No. CV-20-00650239-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED Respondent

SERVICE LIST (as of October 27, 2020)

TO: THIS HONOURABLE COURT

AND TO: LIPMAN, ZENER & WAXMAN PC Lawyers for the Applicant Barristers and Solicitors 100 Sheppard Avenue East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. 58955G Jason Spetter Law Society No. 46105S

Direct: 416-789-0658 / 416-789-0655 Fax: 416-789-9015

Email: [email protected] [email protected]

AND TO: BDO Canada Limited Proposed Receiver 20 Wellington Street East, Suite 500 Toronto, Ontario M5E 1C5

Clark Lonergan Tel: 416-844-0843 Fax: 416-488-3765

Email: [email protected]

AND TO: HARRISON PENSA LLP Lawyers for the Proposed Receiver 450 Talbot Street London, Ontario N6A 5J6

Tim Hogan Tel: 519-661-6743 Fax: 519-667-3362

Email: [email protected]

AND TO: 1854313 ONTARIO LIMITED Respondent 1051 Upper James Street, Suite 200 Hamilton, Ontario L9C 3A6 Attention: Syed Bukhari

Email: [email protected]

AND TO: SYED BUKHARI 1051 Upper James Street, Suite 200 Hamilton, Ontario L9C 3A6

Email: [email protected]

AND TO: 2642614 ONTARIO INC. 3751 Hwy 6 Mount Hope, Ontario, L0R 1W0 Attention: Syed Bukhari

Email: [email protected]

AND TO: TOUCHSTONE GROUP LTD. 48 Finch Avenue West Toronto, Ontario M2N 2H2 Attention: Matthew Moyal

Email: [email protected]

AND TO: ENERCARE HOME AND COMMERCIAL SERVICES INC. ENERCARE HOME AND COMMERCIAL SERVICES LIMITED PARTNERSHIP 7400 Birchmount Road Markham, Ontario L3R 5V4

J. Tracy Li Tel: 416-649-1877

Email: [email protected]

AND TO: KONE INC. c/o Koskie Minsky LLP 20 Queen Street West, Suite 900 Toronto, Ontario M5H 3R3

Jeffrey A. Armel Tel: 416-595-2069

Email: [email protected]

AND TO: MATTHEW MOYAL 48 Finch Avenue West Toronto, Ontario M2N 2H2

Email: [email protected]

AND TO: Ministry of Finance Legal Services Branch 777 Bay Street, 11th Floor Toronto, Ontario M5G2C8

Kevin O’Hara Tel: 905-433-6934 Fax: 905-436-4510

E-mail: [email protected]

AND TO: Department of Justice Ontario Regional Office The Exchange Tower 130 King Street West, Suite 3400 Toronto, Ontario M5X 1K6

Diane Winters Tel: 416-973-3172 Fax: 416-973-0810 E-mail: [email protected]

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED Respondent

INDEX

TAB DOCUMENT PAGE NO.

1. Not ice of Application dated October 27, 2020 ...... 1 ......

2. Affidavit of sworn October 26, 2020 ...... 13

A. Exhibit “A” – Corporation Profile Report retrieved September 29, 2020 ...... 24

B. Exhibit “B” – Service Ontario Parcel Register dated October 2, 2020 ...... 29

C. Exhibit “C” – Commitment Letter dated November 4, 2019 ...... 46

D. Exhibit “D” – Agreement re: Operating Credit Line ...... 57

E. Exhibit “E” – Scotiabank Visa Business Card Agreement dated November 10, 2019 ...... 60

F. Exhibit “F” – General Security Agreement, dated November 10, 2019 ...... 67

TAB DOCUMENT PAGE NO.

G. Exhibit “G” – Postponement Agreement dated November 10, 2019 ...... 74 .

H. Exhibit “H” – Unlimited Guarantee dated November 10, 2019 ...... 75......

I. Exhibit “I” – Unlimited Guarantee dated November 10, 2019 ...... 78......

J. Exhibit “J” – Collateral Mortgage, Instrument No.: CK166291, November 18, 2019 ...... 79

K. Exhibit “K” – Notice of Assignment of Rents, Instrument No.: CK166292, November 18, 2019 ...... 87

L. Exhibit “L” – Personal Property Security Registration System Enquiry dated September 28, 2020 ...... 89 ...

M. Exhibit “M” – Chatham Daily News Article entitled “Public asked for input on improving Downtown Chatham Centre” dated September 9, 2020 ...... 94

N. Exhibit “N” – Notice of Sale dated July 23, 2020 ...... 100

O. Exhibit “O” – Email from Lynn O’Brien to Allan Lipman dated October 20, 2020 ...... 103

P. Exhibit “P” – Letter to Matthew Moyal dated October 20, 2020 ...... 104 ......

Q. Exhibit “Q” – Email correspondence between Allan Lipman and Matthew Moyal dated October 21, 2020 ...... 105

R. Exhibit “R” – Email correspondence between Allan Lipman and Lynn O’Brien dated October 23, 2020 ...... 11

S. Exhibit “S” – MLS Listing Search Conducted on October 26, 2020 ...... 113 .

T. Exhibit “T” – Chatham Mall Site Inspection Photos ...... 115

U. Exhibit “U” – Chatham Mall Store List ...... 153

V. Exhibit “V” – Demand Letter and Notice of Intention to Enforce Security ...... 15

W. Exhibit “W” – Statement of Indebtedness dated October 26, 2020 ...... 159 ....

X. Exhibit “X” – Consent of BDO Canada Limited dated October 26, 2020 ...... 161

TAB DOCUMENT PAGE NO.

3. Draft Order – Appointing Receiver (blackline) ...... 162 ......

TAB 1 1

Court File No. CV-20-00650239-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED Respondent

NOTICE OF APPLICATION

TO THE RESPONDENT:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial List on Thursday, October 29, 2020 at 12:00pm or as soon after that time as the Application can be heard by video conference due to the COVID-19 crisis.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application you or an Ontario lawyer acting for you must forthwith prepare a Notice of Appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Ap_[XRP]clb [PfhTa ^a( fWTaT cWT 9pplicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your Notice of Appearance, serve a copy of the evidence on the Applicanclb [PfhTa ^a( fWTaT cWT 9pplicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office 2

where the application is to be heard as soon as possible, but not later than 2 p.m. on the day before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Digitally signed by Maggie Sawka DN: cn=Maggie Sawka, o=Ministry of the Attorney General, ou=Superior Court of Justice, Maggie Sawka [email protected], c=CA Date: 2020.10.27 13:54:38 -04'00' Date: 27 October 2020 Issued by: ______Local Registrar

Address of 9th Court Office: 330 University Avenue, 7th Floor Toronto, Ontario M5G 1R7

TO: Service List (attached) 3

APPLICATION:

1. The Applicant, The Bank of Nova Scotia (the jBankk'( \PZTb P__[XRPcX^] U^a, inter alia

a. If necessary, an Order abridging the time for service and validating service of this

Notice of Application and Application Record in the manner effected by the

Applicant so that this Application is properly returnable today and dispensing with

service thereof on any party other than the parties served;

b. an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C.

1985, c. B-3 and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43,

appointing BDO Canada Limited (`BDOa) as receiver and manager over all of the

property, assets and undertakings of the Respondent, 1854313 Ontario Limited (the

jDebtork' in substantially the form of draft order attached to the Application

Record as Tab 3; and

c. such further and other relief as to this Honourable Court may deem just.

THE GROUNDS FOR THE APPLICATION ARE:

Background:

1. The Applicant is a Canadian chartered bank carrying on business, inter alia, in the City of

Toronto, in the Province of Ontario.

2. The Debtor is an Ontario corporation with its registered head office located in Hamilton,

Ontario. Syed Bukhari ("Bukhari") is the sole officer and director of the Debtor.

3. The Debtor is owned by 2642614 Ontario Inc. &j264k'( fWXRW Xb P W^[SX]V R^\_P]h X] cda] 4

owned by Bukhari. In 2018, 264 purchased the shares of the Debtor from Touchstone Group Inc.

&jTouchstonek'( P R^\_P]h ^f]TS P]S R^]ca^[[TS Qh EPccWTf E^hP[ &jMoyalk'* A] .,-5( cWT

Debtor completed a refinancing with the Bank wherein the Bank advanced the Credit Facilities (as defined below) to the Debtor.

4. The Debtor owns the property municipally known as 100 King St. West, Chatham, Ontario

(the "Property"). The Debtor also operates the Downtown Chatham Centre (the "Chatham Mall") which is a two-story, 252,389 square foot mall located on the Property. The Chatham Mall has a combination of retail and office space.

The Loans and Security:

5. The Bank advanced the following credit facilities to the Debtor pursuant to a Commitment

Letter dated November 4, 2019 along with related agreements (collectively, the "Credit

Facilities"):

i. a non-revolving term loan in the amount of $13,500,000.00 (the "Term Loan");

ii. an operating line of credit with a loan limit of $400,000.00 (the "Line of Credit");

and

iii. a visa facility with a loan limit of $100,000.00 (the "Visa Facility").

6. KWT

(a) a general security agreement granted by the Debtor in favour of the Bank dated

November 1, 2019 (the "GSA") which was registered in accordance with the 5

provisions of the Personal Property Security Act, R.S.O. 1990, c. P.10 ("the

"PPSA");

(b) a Postponement Agreement dated November 10, 2019, whereby Bukhari agreed to

postpone any debts owing to him by the Debtor to the present and future

indebtedness of the Debtor to the Bank;

$14,000,000.00 registered against the Property on November 18, 2019 (the

"Collateral Mortgage");

(d) a Notice of Assignment of Rents granted by the Debtor in favour of the Bank

registered against the Property on November 18, 2019 (the "Assignments of

Rent");

(e) an unlimited Guarantee dated November 10, 2019 executed by Bukhari in favour

of the Bank; and

(f) an unlimited Guarantee dated November 10, 2019 executed by 264 in favour of the

Bank.

Other Creditors

7. The following financing statements have been registered against the Debtor pursuant to the provisions of the PPSA:

(a) November 15, 2019 and June 3, 2020 - the Bank's registered financing statements with

each registration made for a period of 3 years in the following collateral: consumer goods, 6

inventory, accounts receivable and other, including motor vehicle; and

(b) July 29, 2020 - Touchstone registered a financing statement for a period of 5 years with

R^[[PcTaP[ STbRaXQTS Pb jP[[ aT]c R^[[TRcTS Ua^m tenants of 100 King Street West and 46

Wellington St. West, Chatham, ON".

8. The following registrations have been made on title to the Property:

(a) November 18, 2019 - the Collateral Mortgage and the Assignments of Rent in

favour of the Bank;

(b) November 27, 2019 - Charge registered in favour of Touchstone in the principal

amount of $4,000,000.00 along with a Notice of Assignment of Rents;

Commercial Services Inc. in connection with a rooftop air conditioning/heating unit

in the principal amount of $34,677;

(d) August 6, 2020 - Construction Lien in favour of Kone Inc. in the principal amount

of $24,133.

9. While the Bank does not have a current Tax Certificate with respect to the Property as of the date of this Notice of Application, the Bank has been advised by Bukhari that there is approximately $170,000.00 in municipal tax arrears.

10. The Bank does not know if there are any arrears for source deductions or HST;

11. While the Bank does not know if there are any unsecured creditors, it has been advised by

Lynne O'Brien ("O'Brien"), the Chatham Mall's general manager, that she has commenced an 7

action against the Debtor for wrongful dismissal.

Touchstoneb[ control and management of the Chatham Mall

12. On or about August 1, 2020, Touchstone took over possession and control of the Chatham

Mall and the Bank was advised by Moyal that he was personally appointed as "receiver" of the mall on behalf of Touchstone. Furthermore, Moyal has been collecting rents from the mall's tenants since August 1, 2020.

13. On or about October 20, 2020, the Bank was advised by the Co-operators Insurance

Company that the policy on the Chatham Mall was cancelled on July 15, 2020.

14. On October 21, 2020 Moyal acknowledged that the Property was not insured but he advised that he was arranging for coverage. As of today, the Bank has not received confirmation of coverage.

15. On October 21, 2020, the Bank, through its solicitors, requested that Moyal provide a

Statement of Receipts and Disbursements with respect to the Chatham Mall going back to August

1, 2020. As of today, the Bank has not received the requested Statement of Receipts and

Disbursements.

Condition of the Chatham Mall

16. The Bank has been advised by O'Brien that the TSSA shut down service to the mall's elevator as there was no maintenance contract for same and that there was no heat in the former

Sears location as a result of a broken boiler.

17. Furthermore, on October 24, 2020, , a Vice-President with the Bank's 8

Special Account Management Unit conducted a site inspection of the Chatham Mall and noted the following:

(a) there was a high vacancy rate;

(b) there was very little foot traffic at the mall;

and

(d) the entire mall was noticeably cold.

Default and demands

18. By October 26, 2020, the Debtor was in default of the Credit Facilities as the Term Loan was 3 months in arrears.

19. The Debtor is also in default of several obligations under the Collateral Mortgage, the GSA and the Commitment Letter, including its obligations to do the following:

(a) pay all municipal taxes on the Property when due;

(b) pay all charges, mortgages, liens or other encumbrances on the Property when due;

(d) keep the Property in good operating condition and repair as would a prudent owner

of similar property, to make any repairs that are needed, and not to do anything, or

let anyone else do anything that lowers the value of the Property; 9

(e) keep the collateral free and clear of all encumbrances except those approved by the

Bank;

(f) promptly notify the Bank of any event which would have a material adverse impact

on the collateral or financial condition of the Debtor.

20. The Debtor also committed other "Events of Default" with respect to the Commitment

Letter and the GSA as a "receiver" was appointed by Touchstone over the Debtor and the Property.

21. On October 26, 2020, the Debtor was indebted to the Bank with respect to the Credit

Facilities the aggregate sum of $ for principal, interest, additional interest, costs, disbursements, and expenses.

22. On October 26, 2020, the Bank, through its solicitors, issued demand upon the Debtor declaring the entire amount of the indebtedness of the Debtor to the Bank to be immediately due and payable, and enclosed therewith a Notice of Intention to Enforce Security pursuant to section

244(1) of the Bankruptcy and Insolvency Act (R.S.C., 1985, c. B-3).

It is Just and Convenient to Appoint a Receiver

23. It is just and convenient in the circumstances to appoint a receiver over the property, assets, and undertakings of the Debtor for the following reasons:

(a) The Debtor is in default of its obligations to the Bank. It is insolvent and does not

appear to have any prospect of paying its ongoing obligations to the Bank, or other

stakeholders;

(b) KWT :P]Zlb bTRdaXch _dabdP]c c^ cWT ?J9 P]S cWT ;^[[PcTaP[ E^acVPVT Xb X] 10

jeopardy;

(d) It is critical that a receiver is in place immediately, to take control of November

2020 rent, and ensure that funds are properly accounted for and allocated, to

stabilize operations of the Chatham Mall, and to ensure that there is appropriate

insurance placed on the Property;

(e) Pursuant to the terms of the GSA and the Collateral Mortgage, upon default, the

Bank, may seek the appointment of a receiver over the Property;

(f) Appointing a receiver, as a court officer, will provide transparency and fairness to

all the stakeholders; and

(g) It will ensure a fair and orderly liquidation process, to maximize realization.

24. BDO has agreed to act as Receiver.

25. As contained in the Affidavit of , to be filed.

26. The Applicant relies on section 243 of the Bankruptcy and Insolvency Act, sections 63, 64 and 65 of the Personal Property Security Act, sections 96, 97, 100 and 101 of the Courts of Justice

Act and Rules 1, 3, 38, 39, 40, 41 and 44 of the Rules of Civil Procedure.

27. Such further and other grounds counsel may advise and this Honourable Court may permit. 11

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING

FOR THE APPLICATION:

1. the Affidavit of and exhibits annexed thereto;

2. the Consent of BDO Canada Limited to act as Receiver; and

3. such further and other material as counsel may produce and this Honourable court may accept.

Date of Issue: 27 October 2020 LIPMAN, ZENER & WAXMAN PC Barristers and Solicitors 100 Sheppard Avenue East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. 58955G Jason Spetter Law Society No. 46105S

Direct: 416-789-0658 / 416-789-0655 Fax: 416-789-9015 Email: [email protected] / [email protected]

Lawyers for the Applicant THE BANK OF NOVA SCOTIA -and- 1854313 ONTARIO LIMITED 12 Applicant Respondent

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceedings commenced at TORONTO

NOTICE OF APPLICATION

LIPMAN, ZENER & WAXMAN PC Barristers and Solicitors 100 Sheppard Avenue East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. 58955G Jason Spetter Law Society No. 46105S

Direct: 416-789-0658 / 416-789-0655 Fax: 416-789-9015 Email: [email protected] [email protected]

Lawyers for the Applicant TAB 2 13

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED

Respondent

AFFIDAVIT OF

I, , of the City of Toronto, in the Province of Ontario, MAKE OATH AND SAY AS FOLLOWS:

1. I am a Vice-President with the Special Account Management Unit (“SAMU”) of the applicant The Bank of Nova Scotia (the “Bank”). As such, I have knowledge of the matters to which I hereinafter depose. Where I do not have personal knowledge, I have indicated the source of my information, and do verily believe such information to be true.

2. This Affidavit is sworn in support of the application by the Bank for the appointment of BDO Canada Limited (“BDO”) as receiver of the property, assets and undertakings of the respondent 1854313 Ontario Inc. (the “Borrower”), among other relief.

Chatham Mall: background

3. The Borrower is an Ontario corporation that has its registered head office located in Hamilton, Ontario. Attached hereto and marked as Exhibit “A” is a copy of the Corporation Profile Report obtained from the Ministry of Government Services (Ontario) for the Borrower dated September 29, 2020. Syed Bukhari (“Bukhari”) is listed as the sole officer and director thereof.

4. The Borrower is owned by 2642614 Ontario Inc. (“264”), which is a holding company in turn owned by Bukhari. In 2018, 264 purchased the shares of the Borrower from Touchstone Group Inc. (“Touchstone”), a company owned and controlled by Matthew Moyal (“Moyal”), and then, in November 2019, did a refinancing in conjunction with the Bank advancing the Credit Facilities (as defined below) to the Borrower.

5. The Borrower owns the property municipally known as 100 King St. West, Chatham, Ontario (the “Property”) and operates as the Downtown Chatham Centre (“Chatham Mall”). The Borrower purchased the Property on November 1, 2013 for $3,400,000.00. Attached hereto and marked as Exhibit “B” is a copy of the Service Ontario Parcel Register for the Property dated October 2, 2020.

6. The Chatham Mall was built in 1982, is about 252,389 square feet and sits on an approximate 8.9-acre site. The Chatham Mall is two-storeys and has a combination of office and retail space.

The loans and security

7. The Bank advanced the following credit facilities to the Borrower (collectively, the “Credit Facilities”):

(a) Pursuant to a Commitment Letter dated November 4, 2019, a copy of which is attached hereto and marked as Exhibit “C” (the “Commitment Letter”), a non-revolving loan in the amount of $13,500,000.00, with a term of 3 years (the “Term Loan”);

(b) Pursuant to the Commitment Letter and an Agreement re: Operating Credit Line, a copy of which is attached hereto and marked as Exhibit “D”, an operating line of credit limited to the amount of $400,000.00, repayable on demand; and

(c) As set out in the Commitment Letter and pursuant to a Scotiabank Visa Business Card Agreement dated November 10, 2019, a copy of which is attached hereto and marked as Exhibit “E”, a VISA limited to the amount of $100,000.00.

8. The Borrower’s indebtedness under the Credit Facilities is secured by, among other things, the following (collectively the “Security”):

(a) a general security agreement granted by the Borrower in favour of the Bank dated November 10, 2019 (the “GSA”), a copy of which is attached hereto and marked as Exhibit “F”;

(b) a Postponement Agreement dated November 10, 2019, a copy of which is attached hereto and marked as Exhibit “G”, whereby Bukhari agreed to postpone any debts owing to him by the Borrower to the present and future indebtedness of the Borrower to the Bank;

(c) an unlimited Guarantee dated November 10, 2019 executed by Bukhari in favour of the Bank, a copy of which is attached hereto and marked as Exhibit “H”;

(d) an unlimited Guarantee dated November 10, 2019 executed by 264, a copy of which is attached hereto and marked as Exhibit “I”;

(e) a collateral mortgage granted by the Borrower in favour of the Bank in the sum of $14,000,000.00 registered against the Property on November 18, 2019 as Instrument No. CK166291 (the “Collateral Mortgage”), a copy of which together with the governing Standard Charge Terms 200012 are attached hereto and marked as Exhibit “J”; and

(f) a Notice of Assignment of Rents granted by the Borrower in favour of the Bank registered against the Property on November 18, 2019 as Instrument No. CK166292 (the “Assignment of Rents”), a copy of which is attached hereto and marked as Exhibit “K”.

9. Pursuant to the terms of the GSA and the Collateral Mortgage, upon default of the Borrower, the Bank may seek the appointment of a receiver (including a receiver and manager).

Other creditors

10. Attached hereto as Exhibit “L” is a copy of the Ministry of Government Services Personal Property Security Registration System Enquiry dated September 24, 2020 in respect of the Borrower, which reveals the following:

(a) November 15, 2019 - financing statement in favour of the Bank for a registration period of 3 years, with a collateral classification of consumer goods, inventory, equipment, accounts receivable, other and motor vehicle included;

(b) On June 3, 2020 - financing statement in favour of the Bank for a registration period of 3 years, with a collateral classification of inventory, equipment, accounts receivable, other and motor vehicle included; and

(c) July 29, 2020 - financing statement in favour of Touchstone for a registration period of 5 years, with a collateral classification of other and a general collateral description of “all rent collected from tenants of 100 King Street West and 46 Wellington St. West, Chatham, ON”.

11. Based on the real property search results contained in Exhibit “B”, I note the following registrations on title to the Property:

(a) November 18, 2019 - the Collateral Mortgage and the Assignment of Rents in favour of the Bank;

(b) November 27, 2019 - Charge registered in favour of Touchstone in the principal amount of $4,000,000.00 as Instrument No. CK166679;

(d) June 29, 2020 - Notice of Security Interest in favour of Enercare Home and Commercial Services Inc. in connection with a rooftop air conditioning/heating unit in the principal amount of $34,677 as Instrument No. CK174479; and

(e) August 6, 2020 - Construction Lien in favour of Kone Inc. in the principal amount of $24,133 as Instrument No. CK176066.

12. I am advised by Lynn O’Brien (“O’Brien”), the Chatham Mall’s general manager, and believe, that she has commenced an action claiming wrongful dismissal claim against the Borrower. It is unknown whether there are any other unsecured creditors of the Borrower.

13. Bukhari advised in a conference call I attended on October 23, 2020 that property taxes were in arrears of about $170,000.00. The Bank is in the course of obtaining a tax certificate to confirm same. I am not aware of any outstanding obligations of the Borrower for source deductions or HST arrears.

Touchstone’s control and management of the Chatham Mall

14. On or about September 25, 2020, O’Brien contacted the Bank and advised that since August 1, 2020, Touchstone has taken over control and management of the Chatham Mall, and has been collecting rent from its tenants. Attached hereto and marked as Exhibit “M” is a copy of an article the Bank subsequently located, published in the Chatham Daily News dated September 9, 2020, reporting that the Chatham Mall was under management of Touchstone, and Moyal, Touchstone’s owner, said that “the property was turned back over a month ago after the prior owner defaulted on the mortgage”.

15. I am advised by , a director with SAMU, and believe that in the afternoon of October 19, 2020, he attended on a conference call with Moyal, the Bank’s lawyer, Allan Lipman (“Lipman”). On the call, Moyal acknowledged, among other things, that Touchstone had taken possession and control of the Chatham Mall, that he was the principal of Touchstone, that he was personally appointed as “receiver” of the Chatham Mall on behalf of Touchstone, and that he had

been collecting rent since August 1, 2020. Moyal also agreed to provide the Bank with a copy of Touchstone’s Notice of Sale that he purportedly served on the Bank by registered mail or express post, a current rent roll and a statement of receipts and disbursements.

16. Moyal produced a copy of Touchstone’s Notice of Sale dated July 23, 2020 in connection with the Property, a copy of which is attached hereto and marked as Exhibit “N”. Moyal did not produce any rent roll or statement of receipts and disbursements, notwithstanding agreeing to do so.

17. By email dated October 20, 2020, a copy of which is attached hereto and marked as Exhibit “O”, O’Brien advised Lipman that:

(a) The TSSA had shut down service to the elevator because there was no maintenance contract for same;

(b) She would be contacting Kone and Schindler regarding the elevator, and was getting prices for snow removal, but was unsure whether they will respond without assurance they will be paid;

(d) “I have a quote to repair the boiler…it is costly…about $15,000 but we cannot leave it unheated for a third season. Also, the main entrance of the mall needs a new Reznor heater, cost probably 10,000 to 12,500. They used a tiny white home heater in the corner for two years……it was freezing cold into the mall and tenants kept their doors closed last year and the year before as I understand”.

18. On or about October 20, 2020, the Bank was advised by the Co-operators Insurance Company that insurance on the Chatham Mall was cancelled on July 15, 2020. Lipman advised Moyal of this by letter dated October 20, 2020, a copy of which is attached as Exhibit “P” and, since he was in care and control of the mall, required him to ensure that insurance is placed thereon for an adequate amount, noting the interest of the Bank as first mortgagee, containing a standard mortgage clause.

19. Attached hereto and marked as Exhibit “Q” is a copy of the email chain between Lipman and Moyal dated October 21, 2020, wherein:

(a) Lipman provided Moyal with a copy of the notice of cancellation, highlighted that as receiver in possession, he had statutory and commercial duties, and was obligated to ensure there was insurance, and requested a statement of receipts and disbursements from August 1, 2020;

(b) Moyal responded, “Yes I have been in touch with insurance last few months. They have to decide if I take over old policy or open new one as syed in arrears. I will keep u posted”;

(c) Lipman asked whether there was insurance in place that day, and if so, for immediate confirmation from the insurer; and

(d) Moyal Responded, “I called insurance today to put scotia on the policy. Will get it to you tomorrow”.

20. Notwithstanding Lipman’s requests, as above, Moyal has yet to provide confirmation of insurance or any statement of receipts and disbursements from August 1, 2020.

21. Attached hereto and marked as Exhibit “R” is a copy of O’Brien’s email to Lipman dated October 23, 2020, wherein she states:

Ardene, Northern and Dollarama are on MTM as no-one has renewed their leases. Rumour has it Ardene is leaving and Northern could as well. I was responsible for all leasing and renewals until May 2018, however, I am hesitant to do anything without proper ownership or authority to spend money in place.

Please advise what I should do. I can't spend any money because we are not authorized to. The TSSA has shut down the service elevator and we are not allowed to hire a contractor. The mall is getting cold because there is no maintenance in almost a year performed on the mall units. The vestibules are cold because Wellington entrance Reznor has never been replaced as was planned in a capital budget. The King St. automatic door is propped open for accessibility and it is getting cold. I asked to get a contractor in to replace the post and access...nope...he will not do.

The Band-Aids are falling off this place and if something isn't done. Send a memo and close the doors because there will be no tenants left.

22. Attached as Exhibit “S” is an MLS listing search conducted on October 26, 2020, confirming that the Property is not listed for sale thereon.

Site inspection:

23. On October 24, 2020, I attended at the Chatham Mall to conduct a site inspection. During the inspection, I took pictures of the Chatham Mall to document its condition, copies of which are attached as Exhibit “T”.

24. My inspection raised several concerns with the operations and condition of the Chatham Mall, including, among others:

(a) The vacancy rate was high. Overall, in the entire mall, approximately 13 stores were open, approximately 12 store fronts had signage but were vacant, and approximately 18 units that had no signage and were vacant. Attached hereto and marked as Exhibit “U” is a detailed summary of the open stores, and store fronts with signage that were vacant. On the second floor, only one office space was occupied, and the remaining units, including the food court, were completely vacant;

(b) There was little foot-traffic, and only stores that seemed to be drawing people into the mall were the Dollarama and Ardene;

i. the escalator to the second floor was broken, and the only access to the second floor was through the stairs (see pictures at Exhibit “T”);

ii. there were 5 broken and boarded up windows in the vacant unit that Sears used to occupy (see pictures at Exhibit “T”);

iii. there was visible garbage and debris, particularly in some of the vacant units (see pictures at Exhibit “T”);

iv. there were expansion joints and asphalt areas in the parkade that were damaged and needed repairs;

v. I did not notice anyone in the administration office, nor did I see any mall security; and

vi. While I could not determine whether there were HVAC issues, or the temperature was kept intentionally low, it was cool throughout the mall.

Default and demands

25. By October 26, 2020, the Borrower was in default pursuant to the Credit Facilities and the Security; namely:

(a) The Term Loan was three months in arrears;

(b) The Borrower was in default of several obligations under the Collateral Mortgage as to the Property, the Commitment Letter and the GSA, including its obligations to:

i. pay all taxes on the Property when they are due;

ii. pay all charges, mortgages, liens or other encumbrances on the property when they are due;

iii. insure the Property with an insurer and under a policy satisfactory to the Bank against loss or damage by fire, extended perils and other perils usually covered in fire insurance, against other risks the Bank requires, for its replacement cost;

iv. keep the Property in good condition (i.e. in good operating condition and repair as would a prudent owner of similar property), to make any repairs that are needed, and not to do anything, or let anyone else do anything that lowers the value of the Property;

v. diligently maintain, use and operate the collateral and carry on business in a proper and efficient manner so as to preserve and protect the collateral and the earnings, incomes, rents, issues and profits thereof;

vi. keep the collateral free and clear of all security interests, mortgages, charges, liens and other encumbrances except for those approved by the Bank in writing prior to their creation; and

vii. promptly notify the Bank in writing of any event which occurs that would have a material adverse effect of the collateral or the financial condition of the Borrower.

i. A receiver was appointed by Touchstone over the Borrower and the Property; and

ii. Considering the above, the Bank in good faith believed and had commercially reasonable grounds for believing that the prospect of payment or performance of any obligation was or was about to be impaired or that any collateral was or was about to be in danger of being lost, damaged, confiscated or placed in jeopardy.

26. On October 26, 2020, the Bank, through its counsel, made demand upon the Borrower declaring the entire amount of the indebtedness of the Borrower to be immediately due and payable, and enclosed a Notice of Intention to Enforce Security against the Borrower pursuant to section 244(1) of the Bankruptcy and Insolvency Act (“NITES”). Attached hereto and marked as Exhibit “V” is a copy of the demand and NITES.

27. As at October 26, 2020 the Borrower was indebted to the Bank in the aggregate amount of $ for principal and interest, plus additional interest, costs, disbursements and expenses that the Bank is entitled to under the loan and security agreements with the Borrower. Attached hereto and marked as Exhibit “W” is a statement of indebtedness in connection with the Borrower dated October 26, 2020.

30. This Affidavit is sworn in support of the Bank's application for the appointment ol a receiver, among other relief, and for no other or improper purpose.

SWORN before me in the ) City of Toronto ) in the Province of Ontario ) This 26lh day October. 2020 ) ) Virtually signed on October 26. 2020

A Commissioner for taking oaths, etc. Virtually commissioned by I. Klaiman. LSO#58955G. as per I. SO corporate statement re COVID-19

This is Exhibit “A” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 24 Request ID: 025066113 Province of Ontario Date Report Produced: 2020/09/29 Transaction ID: 76710511 Ministry of Government Services Time Report Produced: 10:19:30 Category ID: UN/E Page: 1

CORPORATION PROFILE REPORT

Ontario Corp Number Corporation Name Incorporation Date

1854313 1854313ONTARIOLIMITED 2011/07/04

Jurisdiction

ONTARIO

Corporation Type Corporation Status Former Jurisdiction

ONTARIOBUSINESSCORP. ACTIVE NOT APPLICABLE

Registered Office Address Date Amalgamated Amalgamation Ind.

SYED BUKHARI NOT APPLICABLE NOT APPLICABLE 1051 UPPER JAMES STREET New Amal. Number Notice Date Suite # 200 HAMILTON NOT APPLICABLE NOT APPLICABLE ONTARIO CANADA L9C 3A6 Letter Date

Mailing Address NOT APPLICABLE

Revival Date Continuation Date 1051 UPPER JAMES STREET NOT APPLICABLE NOT APPLICABLE Suite # 200 HAMILTON Transferred Out Date Cancel/Inactive Date ONTARIO CANADA L9C 3A6 NOT APPLICABLE NOT APPLICABLE

EP Licence Eff.Date EP Licence Term.Date

NOT APPLICABLE NOT APPLICABLE

Number of Directors Date Commenced Date Ceased Minimum Maximum in Ontario in Ontario

00001 00005 NOTAPPLICABLE NOTAPPLICABLE Activity Classification

NOT AVAILABLE 25 Request ID: 025066113 Province of Ontario Date Report Produced: 2020/09/29 Transaction ID: 76710511 Ministry of Government Services Time Report Produced: 10:19:30 Category ID: UN/E Page: 2

CORPORATION PROFILE REPORT

Ontario Corp Number Corporation Name

1854313 1854313 ONTARIO LIMITED

Corporate Name History Effective Date

1854313ONTARIOLIMITED 2011/07/04

Current Business Name(s) Exist: NO

Expired Business Name(s) Exist: YES - SEARCH REQUIRED FOR DETAILS

Administrator: Name (Individual / Corporation) Address

SYED 1051 UPPER JAMES STREET BUKAHRI Suite # 200 HAMILTON ONTARIO CANADA L9C 3A6

Date Began First Director

2018/11/29 NOTAPPLICABLE

Designation Officer Type Resident Canadian

DIRECTOR Y 26 Request ID: 025066113 Province of Ontario Date Report Produced: 2020/09/29 Transaction ID: 76710511 Ministry of Government Services Time Report Produced: 10:19:30 Category ID: UN/E Page: 3

CORPORATION PROFILE REPORT

Ontario Corp Number Corporation Name

1854313 1854313 ONTARIO LIMITED

Administrator: Name (Individual / Corporation) Address

SYED 1051 UPPER JAMES STREET BUKAHRI Suite # 200 HAMILTON ONTARIO CANADA L9C 3A6

Date Began First Director

2018/11/29 NOTAPPLICABLE

Designation Officer Type Resident Canadian

OFFICER PRESIDENT Y

Administrator: Name (Individual / Corporation) Address

SYED 1051 UPPER JAMES STREET BUKAHRI Suite # 200 HAMILTON ONTARIO CANADA L9C 3A6

Date Began First Director

2018/11/29 NOTAPPLICABLE

Designation Officer Type Resident Canadian

OFFICER SECRETARY Y 27 Request ID: 025066113 Province of Ontario Date Report Produced: 2020/09/29 Transaction ID: 76710511 Ministry of Government Services Time Report Produced: 10:19:30 Category ID: UN/E Page: 4

CORPORATION PROFILE REPORT

Ontario Corp Number Corporation Name

1854313 1854313 ONTARIO LIMITED

Administrator: Name (Individual / Corporation) Address

SYED 1051 UPPER JAMES STREET BUKAHRI Suite # 200 HAMILTON ONTARIO CANADA L9C 3A6

Date Began First Director

2018/11/29 NOTAPPLICABLE

Designation Officer Type Resident Canadian

OFFICER TREASURER Y 28 Request ID: 025066113 Province of Ontario Date Report Produced: 2020/09/29 Transaction ID: 76710511 Ministry of Government Services Time Report Produced: 10:19:30 Category ID: UN/E Page: 5

CORPORATION PROFILE REPORT

Ontario Corp Number Corporation Name

1854313 1854313 ONTARIO LIMITED

Last Document Recorded Act/Code Description Form Date

CIA CHANGENOTICE 1 2018/11/29(ELECTRONICFILING)

THIS REPORT SETS OUT THE MOST RECENT INFORMATION FILED BY THE CORPORATION ON OR AFTER JUNE 27, 1992, AND RECORDED IN THE ONTARIO BUSINESS INFORMATION SYSTEM AS AT THE DATE AND TIME OF PRINTING. ALL PERSONS WHO ARE RECORDED AS CURRENT DIRECTORS OR OFFICERS ARE INCLUDED IN THE LIST OF ADMINISTRATORS. ADDITIONAL HISTORICAL INFORMATION MAY EXIST ON MICROFICHE.

The issuance of this report in electronic form is authorized by the Ministry of Government Services.

This is Exhibit “B” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 29

PARCEL REGISTER (ABBREVIATED) EOR PROPERTY IDENTIFIER r*> LAND PAGE 1 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

PROPERTY DESCRIPTION: LOTS 1 TO 20, PLAN 16, MARKET BLOCK, PLAN OLD SURVEY (FORMERLY EAST MARKET SQUARE AND WEST MARKET SQUARE) LOTS 85 TO 89, PART OF LOTS 78, 81 & 84, PART OF SIXTH ST. PLAN OLD SURVEY AND PART OF LANE, PLAN 16 CLOSED BY 375265 & 227898, AS IN 370184 AND DESIGNATED AS PARTS 1 TO 30, 32 TO 35, 37 TO 52, 24R2372 EXCEPT PART 1, 24R3074, S/T 388756 ; DOWNTOWN CHATHAM CENTRE; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 19 & LANE, PLAN 16 AND PART OF LOTS 81, 84, 86 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 4, 5, 6, 7 & 9, 24R8587 AS IN CK89601; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 19 & LANE, PLAN 16 AND PART OF LOTS 81, 84 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 2, 5 & 9, 24R8587 AS IN CK89603; MUNICIPALITY CHATHAM-KENT

PROPERTY REMARKS: CORRECTION: INSTRUMENT NUMBER 370184 WAS OMITTED FROM THIS PROPERTY IN ERROR AND WAS ADDED AND CERTIFIED ON 2006/01/16 BY ROXY.

ESTATE/QUALIFIER: RECENTLY: PIN CREATION DATE: FEE SIMPLE RE-ENTRY FROM 00504-0572 2005/10/24 LT CONVERSION QUALIFIED

OWNERS ' NAMES CAPACITY SHARE 1854313 ONTARIO LIMITED

CERT/ REG. NUM. OATS INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

** PRINTOUT INCLUDES AL. . DOCUMENT TYPES AND DELETED INSTRUMENT,> SINCE 2005/10/21 **

** SUBJECT, ON FIRST REG. STRATION UNDER THE .AND TITLES ACT, TO

** SUBSECTION 4 ' (1) OF THE LAND TIDES ACT, EXCEPT PAR I GRAPH 11, PARAGRAPH 14, PROVINCIAL SUCCESSION DUTIES *

* # PND ESCHEATS OR FORFEITURE TO THE, CROWN.

* * THE RIGHTS OS ANY PERSON WHO WOULD, BUT FOR THE LAND TITLES ACT, BE ENTITLED TO THE LAND OR ANY PART OF

* * IT THROUGH LENGTH OF ADVERSE POSSESSION, PRESCRIPTION, MISDESCRIPTION OR BOUNDARIES SETTLED BY

* * CONVENTION.

* * ANY LEASE TO WHICH THE SUBSECTION 70(2) OF THE REGISTRY ACT APPLIES.

**DATE OF CONVERSION TO LAND TITLES: 2005/10/24 **

CI8079" 1881/05/05TRANSFER" -***- DELETED -AGAINST THIS PROPERTY -***

STE. MARIE, CAROLINE A. (KEATING) THE CORPORATION OF THE TOWN OF CHATHAM

€ 1654 8 1 —19 5 1/02/19—TRANSFER"" - - * * *« COMPLETEL Y" DELETED—* * *"

THE CORPORATION OF THE CITY OF CHATHAM

10-5390 1959/07 /"0 6" TRANSFER " -*** DELETED AGAINST"THTS" PROPERTY" ***

BEN BRUINSMA AND SONS LIMITED THE CORPORATION OF THE CITY OF CHATHAM

1966/04/ 27 "AGREEMENT — DELETED" AGAINST "THIS" PROPERTY" "***

JAMIESON, ALEXANDER (EST. OF) (ETAL) FIRESTONE TIRE & RUBBER COMPANY OF CANADA LTD.

174009" 1966/07/19 "AGREEMENT ***" "DELETED AGAINST THIS PROPERTY ***

COHEN, FRANK GOLDONI, FRANK

NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. 30

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER C*~> LAND PAGE 2 OF 17 If Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

*-19 0 0 22- -- -1967/12/28 CHARGE- DELETED -AGAINST THIS PROPERTY"" ***""

GOLDONI, FRANK (ETUX) COHEN, FRANK

REMARKS: AGT. 322133

227898 1971/06/18 BYLAW THE CORPORATION OFTHE CITY OF CHATHAM C

REMARKS: BYLAW 61 77 RE: STOPPING UE STREETS

-25-1141 1973/02/12 CHARGE- * * * DELETED AGAINST THI S "PROPERTY ***

HOMEWOOD, JOHN G. BIDDELL, ROBERT

SCHMITCHEN, WILLY BIDDELL, CLARA

CHATHAM AUTOMATIC VENDING (COB)

REMARKS: AM 31S151

271726 1974/06/10 CHARGE" *** DELETED "AGAINST THIS " PROPERTY" ***

JOYCE, JOHN J. HOMEWOOD, JOHN G.

SCHMITCHEN, WILLY

CHATHAM AUTOMATIC VENDING (COB)

REMARKS: AM 281081 & 324116

281081- 1975/02/19 -TRANSFER OF CHARGE *** DELETED" AGAINST THIS "PROPERTY ***

HOMEWOOD, JOHN G. NIAGARA REALTY LIMITED

SCHMITCHEM, WILLY

CHATHAM AUTOMATIC VENDING (COB)

RElfARKS: RE:271726

-294465 1976/01/30 CHARGE *** DELETED AGAINST THIS PROPERTY ***"

ELLIOTT, WILLIAM G. JOYCE, JOHY J.

REMARKS: AM 30 t 935

-306935 -19 7- 6-/12 /-0 9TRANS FER OF CHARGE * * * DELETED AGAINST - THI S PROPERTY ***

JOYCE, JOHN J. THE DURANDAL HOLDING CO. LTD.

REMARKS: RE:294465

319151 1977/10/03TRANSFER- OF CHARGE *** -DELETED" AGAINST THIS PROPERTY ***"

BIDDELL, ROBERT (EST. OF) THE DURANDAL HOLDING CO. LTD.

BIDDELL, CLARA

RElfARKS: RE:251141

322133" 1977/12/06 AGREEMENT *** DELETED AGAINST THIS PROPERTY ***

COHEN, FRANK GOLDONI, FRANK

REI fARKS : RE.-19C022

24R1839 1977/12/07 PLAN REFERENCE C

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

LAND PAGE 3 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHRD

24R1840 1977/12/07 PLAN REFERENCE C

324116 1978/01/31 TRANSFER- OF CHARGE - DE-LETED -AGAINST THIS PROPERTY ***

NIAGARA REALTY LIMITED THE DURANDAL HOLDING CO. LTD. REMARKS: RE:271726

24R2372 1979/09/27 PLAN REFERENCE C

364617- 19-80/09/30 LEASE - *** DELETED AGAINST THIS -PROPERTY ***

BUNNETT, RADCLYFFE G. DERSTIN COMPANY LTD.

364669 -198-0/09/30 TRANSFER *** DELETED "AGAINST THIS PROPERTY '***

MYERS, REGINALD J. THE CORPORATION OF THE CITY OF CHATHAM

WOODS, W. ALEXANDER

364670 - -1980/09/30 TRANSFER ***-- DELETED- AGAINST THIS PROPERTY '***

BROWN, CLARA M. (IN TRUST) (1ST PT) THE CORPORATION OF THE CITY OF CHATHAM

BROWN, WILSON (3RD PT)

364671 -1980/09/30 - TRANSFER *** DELETED -AGAINST THIS PROPERTY -***

CHARLEBOIS FURS LIMITED THE CORPORATION OF THE CITY OF CHATHAM

-364672- 1980/09/30 -TRANSFER ***• DELETED AGAINST THIS PROPERTY ***

JOHNSON, WILLIAM A. THE CORPORATION OF THE CITY OF CHATHAM

364673 1980/09/-30- TRANSFER *** DELETED AGAINSTTHIS- PROPERTY- **-*-

BRISCO REAL ESTATE CORPORATION LIMITED THE CORPORATION OF THE CITY OF CHATHAM

364674 1980/09/30 -TRANSFER- - * ** DELETED 'AGAINST- THIS- PROPERTY- ***

MOUNTEER, PATRICIA THE CORPORATION OF THE CITY OF CHATHAM

3647-31 1980/1-0/01 TRANSFER -*** -DELETED AGAINST "THIS - PROPERTY- ***

YORK-HANNOVER DEVELOPMENTS LTD. THE CORPORATION OF THE CITY OF CHATHAM

364767 1980/10/01 TRANSFER- *** DELETED AGAINST THIS PROPERTY ***

MULLALY, REGINALD J. THE CORPORATION OF THE CITY OF CHATHAM

364768 1980/10 / 0 1 TRANSFER *-** DELETED AGAINST THIS" PROPERTY' *** -

GLOBE REALTY LIMITED THE CORPORATION OF THE CITY OF CHATHAM

364770 1980/10/01 TRANSFER ***DELETED "AGAINST THIS PROPERTY ***

MATTEIS, GENEROSO THE CORPORATION OF THE CITY OF CHATHAM

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER I>> LAND PAGE 4 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

MATTEIS, LEONDINA

-364-77-1- 1980/10/01 TRANSFER *** DELETED AGAINST THIS" PROPERTY ***

MCDONNELL, GERALD THE CORPORATION OF THE CITY OF CHATHAM

MCDONNELL, CHARLES

364-772 1-9 80/10/81- TRANSFER *** DELETED AGAINST THIS PROPERTY *** -

TESOLIN, ALEC THE CORPORATION OF THE CITY OF CHATHAM

3648-33 -1-980/- 1-0/02 QUIT -CLAIM- TRNSFR - * * * - DELETE D - AGAINST THIS ' "PROPERT Y -* *"*—

VICKERY, RALPH THE CORPORATION OF THE CITY OF CHATHAM

3-64834 1 9 80 / 1 0 / 02 TRANS PER *** DELETED AGAINST THIS PROPERTY ***

MURRAY DUFF ENTERPRISES LIMITED THE CORPORATION OF THE CITY OF CHATHAM

3648-35 1980/10/02 TRANSFER *-*-*- DELETED" AGAINST THIS PROPERTY

O & G INVESTMENTS LIMITED THE CORPORATION OF THE CITY OF CHATHAM

364836 1980/10/02 TRANSFER ••*** DELETED AGAINST- THIS PROPERTY ***

252284 MANAGEMENT INC. THE CORPORATION OF THE CITY OF CHATHAM CORRECTIONS: 'TRANSFEREE' CHANGED fjROM 'THE CORPORATION OF THE CITY CITY OF CHATHAM' TO 'THE CORPORATION OF THE CITY ]0F CHATHAM' ON 2005/09/09 BY LAND REGISTRAR #1.

364837 -1-98O/-1-0/O-2 TRANSFER -***- DELETED AGAINST -THIS PROPERTY ***"

GOLD, ORVILLE (IN TRUST) (1ST PT) THE CORPORATION OF THE CITY OF CHATHAM

O & G INVESTMENTS LIMITED (3RD PT)

3648-38 1980/10/0-2 -TRANSFER - DELETED AGAINST THIS "PROPERTY ***

VARIN CORPORATION LIMITED THE CORPORATION OF THE CITY OF CHATHAM

3651-76 -1 9 80-/ 10 /-1-5 TRANSFE-R- -*** DELETED AGAINST THIS PROPERTY--*'** --

HANNA, NORA M. (EST. OF) (1ST PT) THE CORPORATION OF THE CITY OF CHATHAM

CHINNICK, ROSEMARY (3RD PT)

365183 1980/10/15 TRANSFER - -*** -DELETED'- AGAINST THIS PROPERTY ***

COWAN, GEORGE W. (EST. OF) THE CORPORATION OF THE CITY OF CHATHAM

ANSELL, HELEN H. (EST. OF) (1ST PT)

PRINCE, JANET C.

CRAWFORD, MARGERY R.

TAUBE, (COWAN), RUTH L. (3RD PT)

365191 1980/10715 TRANSFER -***- DELETED AGAINST THIS PROPERTY ***

NORTH AMERICAN LIFE ASSURANCE COMPANY THE CORPORATION OF THE CITY OF CHATHAM

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

LAND PAGE 5 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

-365198 1980/10/15 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

CONEYBEARE, FRENE W. THE CORPORATION OF THE CITY OF CHATHAM

3-65213 - 1980/10/15 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

TURNER, WILLIAM P. THE CORPORATION OF THE CITY OF CHATHAM

PARSONS, JOHN W.

DUTTON, W. GRAHAM

MILTON, ELIZABETH

DUTTON, JOHN L.

-366137 1980/11/07 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

MAYO, BRIAN R. THE CORPORATION OF THE CITY OF CHATHAM

MAYO, JOYCE M.

366360 1980/11/14 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

MCGUIRE, WILLIAM THE CORPORATION OF THE CITY OF CHATHAM

REIiARKS: UNDER P. OF S.AS IN 341325

-366810 1980/11/28 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

THE BELL TELEPHONE COMPANY OF CANADA THE CORPORATION OF THE CITY OF CHATHAM

366886 1980/11/28 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

PRICE WATERHOUSE LIMITED (TRUSTEE RE : RADCLYFFE G. BUNNETT) THE CORPORATION OF THE CITY OF CHATHAM

(1ST PT)

SHIELDS, J.R.L.

HOGERVORST, R.W. (INSPECTORS) (3RD PT)

BUNNETT, MARIE E. (4TH PT)

367441 1980/12/16 PLAN EXPROPRIATION *** DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

367442 1980/12/16 PLAN EXPROPRIATION *** DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

-367443 1980/12/16 PLAN EXPROPRIATION *** DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

367444 1980/12/16 PLAN EXPROPRIATION *** DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

367445 1980/12/16 PLAN EXPROPRIATION *** DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

LAND PAGE 6 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

-3 6744 6 1980/1 2-/1- 6 PLAN- EXPROPRIATION - DELETED AGAINST THISPROPERTY -**-*-

THE CORPORATION OF THE CITY OF CHATHAM

367447 1-980/12/16 PLANEXPROPRIATION ***- DELETED AGAINST THIS PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

267448 1980/12/16 PLAN -EXPROPRIATION - * ** DELETED" AGAINST" THI S PROPERTY" * **'

THE CORPORATION OF THE CITY OF CHATHAM

367449 - 19 80/12/16PLAN -EXPROPRIATION - *** DELETED AGAINST THIS" PROPERTY -•***-

THE CORPORATION OF THE CITY OF CHATHAM

367450 -1*980/ 12716- -PLAN -EXPROPRIATION *** deleted-against THIS' PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

367451 1980/12/16 -PLAN EXPROPRIATION -***- DELETED- AGAINST THIS- PROPERTY—***

THE CORPORATION OF THE CITY OF CHATHAM

367452 - 198 0/127 1 6 PLAN- -EXPROPRIATION - *** - -DELETED -AGAINST" THIS "PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM

36745-3 - 4-980/1-2-/16 PLAN EXPROPRIATION - -»*-**. DELETED 'AGAINST THIS PROPERTY""**"*

THE CORPORATION OF THE CITY OF CHATHAM

36764-2- 1980/12/22 QUIT CLAIM TRNSFR **-*- DELETED' AGAINST ' THIS—PROPERTY ***"

SHELDON, WILLARD M. THE CORPORATION OF THE CITY OF CHATHAM

1-367 643 -19 807 12 /22 -TRANSFER— * ** DELETED ' AGAINST"T HIS " PROPERTY " ***'

SHELDON, MARTHA A. (EST. OF) THE CORPORATION OF THE CITY OF CHATHAM

370184- 1981/03/31 TRANSFER **-* DELETED AGAINST THIS- PROPERTY--***

BEAVER LUMBER COMPANY LIMITED THE CORPORATION OF THE CITY OF CHATHAM

-37-2063 1-981/06/02 -TRANSFER- *** DELETED AGAINST THIS PROPERTY ***

CANADA TRUSTCO MORTGAGE COMPANY THE CORPORATION OF THE CITY OF CHATHAM

372312- - 1981-/06/10 -PLAN -EXPROPRIATION - *** -DELETED- AGAINST- THIS " PROPERTY" ***"

THE CORPORATION OF THE CITY OF CHATHAM

375265 1981/09/30. BYLAW THE CORPORATION OF THE CITY OF CHATHAM C REMARKS: BYLAW 7909 RE: STOPPING U£ STREETS

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

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* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

378966 1 9 8-2 /03 / 1 0 — LEASE *** DELETEDAGAINST -THIS PROPERTY - ***

THE CORPORATION OF THE CITY OF CHATHAM CHARTWOOD DEVELOPMENTS LIMITED

KERRYBROOKE DEVELOPMENT LIMITED

CAMBRIDGE LEASEHOLDS LIMITED

CO. IRECTIONS : 'I ARTY' CHANGED FROM CAMBRIDGE LEASHOLDi LIMITED TO 'CAMBRIDGE LEASEHOLDS LIMITED ' ON 2009/01/09 BY RdxANNE G. PINSONNEAULT .

37^967 1982/03/10 AGREEMENT *** DELETED AGAINSTTHIS PROPERTY ***

CAMBRIDGE LEASEHOLDS LIMITED REGIONAL SHOPPING CENTRES

KERRYBROOKE DEVELOPMENTS LIMITED (1ST PT)

CHARTWOOD DEVELOPMENTS LIMITED (3RD PT)

THE CORPORATION OF THE CITY OF CHATHAM (4TH PT)

3-7896-8 1982 /0 3/10 - LEASE *** DELETED AGAINST THIS -PROPERTY ***

THE CORPORATION OF THE CITY OF CHATHAM CHARTWOOD DEVELOPMENTS LIMITED

REGIONAL SHOPPING CENTRES

CAMBRIDGE LEASEHOLDS LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES LIMITED CORRECTIONS: ' SARTY: CAMBRIDGE LEASEHOLDS LIMITED' AD$ED ON 2009/01/08 BY ROXANNE G. PINSONNEAULT. 'PARTY: REGBROOKE LIMITED' ADDED ON 2009/01/08 BY RO.'ANNE G. PINSONNEAULT. 'PARTY: REGIONAL SHOPPING CENTRES LIMITED' ADDED ON 2009/01/08 BY ROXANNE G. PINSONNEAULT.

378969 1982/03/10 AGREEMENT — *** DELETED AGAINST THIS PROPERTY -**-*

THE CORPORATION OF THE CITY OF CHATHAM (1ST PT) THE ROYAL BANK OF CANADA

CHARTWOOD DEVELOPMENTS LIMITED (2ND PT)

CAMBRIDGE LEASEHOLDS LIMITED

REGIONAL SHOPPING CENTRES (3RD PT)

24R3081 1982/11/05 PLAN REFERENCE C

-388344 1983/02/21 NO SEC INTERE5-T- .**.* -DELETED -AGAINST -THIS PROPERTY- -***

CANADIAN IMPERIAL BANK OF COMMERCE TRIPAX (CHATHAM) FOOD CO. LTD.

388756 1983/03/04 AGREEMENT $1 THE CORPORATION OF THE CITY OF CHATHAM UNION GAS LIMITED C

390058- 1983/04/15 NOTICE DELETED' AGAINST THIS PROPERTY ***

CHARTWOOD DEVELOPMENTS LIMITED CHATHAM CENTRE MALL LIMITED

CAMBRIDGE LEASEHOLDS LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES LIMITED

REGIONAL CENTRES (COB)

REMARKS: RE: SUE -LEASE

390380 1983/04/26 NOTICE CHATHAM CENTRE MALL LIMITED STEINBERG INC. C

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER r*> LAND PAGE 8 OF 17 P6"" Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

REl tARKS : RE: LEASE

390381 1983/04/26 AGREEMENT CEARTWOOD DEVELOPMENTS LIMITED STEINBERG INC. C CAMBRIDGE LEASEHOLDS LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES

LIMITED

391313 1983/05/25 NOTICE CHATHAM CENTRE MALL LIMITED SIMPSONS-SEARS LIMITED C

REl 1ARKS : RE: SUE -LEASE

391375 1983/05/27 AGREEMENT CHARTWOOD DEVELOPMENTS LIMITED SIMPSONS-SEARS LIMITED (2ND PT.) C

REGIONAL SHOPPING CENTRES CHATHAM CENTRE MALL LIMITED (3RD PT . )

PARTNERSHIP COMPRISED OF CAMBRIDGE LEASEHOLDS LIMITED

REGBROOKE LIMITED REGIONAL SHOPPING CENTRES LIMITED (1ST PT . )

REl IARKS : RE : NOA -DIS TURBANCE

392147 1983/06/17 AGREEMENT $1 THE CORPORATION OF THE CITY OF CHATHAM (1ST PT . ) UNION GAS LIMITED C

CHARTWOOD DEVELOPMENTS LIMITED

REGIONAL SHOPPING CENTRES PARTNERSHIP COMPRISED OF CAMBRIDGE

LEASEHOLDS LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES LIMITED (3RD PT.)

REl tARKS: RE : ROC F- TOP

394-185 1983/0 8 /T5 NOTICE- *** DELETED AGAINST THIS PROPERTY CHATHAM CENTRE MALL LIMITED BOOTS DRUG STORES (CANADA) LIMITED

394527 1983/08/25 AGREEMENT THE CORPORATION OF THE CITY OF CHATHAM STEINBERG INC. C Mi IARKS: . RE : 37£ 966_

394528 -1983 / 0 8-/2-5AGREEMENT ***- DELETED- AGAINST THIS PROPERTY *** THE CORPORATION OF THE CITY OF CHATHAM SIMPSONS-SEARS LIMITED

RElfARKS: RE:376966

-394-5-30- 1 9 8 3/ 0 8-/2 5AGREEMENT *** DELETED AGAINST' "TH'IS PROPERTY *** THE CORPORATION OF THE CITY OF CHATHAM (1ST PT) CHARTWOOD DEVELOPMENTS LIMITED

REGIONAL SHOPPING CENTRES (3RD PT)

REl tARKS: RE: LEASE

394531 - 1983/08/25 -AGREEMENT *** DELETED AGAINST THIS PROPERTY **-* GUARANTY TRUST COMPANY OF CANADA (1ST PT) CHARTWOOD DEVELOPMENTS LTD.

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

LAND PAGE 9 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

REGIONAL SHOPPING CENTRES (3RD PT) PT) THE CORPORATION OF THE CITY OF CHATHAM (4TH PT) ) HER MAJESTY THE QUEEN (5TH PT)

SIMPSONS-SEARS LIMITED (6TH PT)

CHATHAM CENTRE MALL LIMITED (7TH

THE ROYAL BANK OF CANADA (8TH PT

410998 1985/01/08 -ASSIGNMENT- GENERAL - * * * - DELETED - AGATNST--THIS -PROPERTY * ** -•

CHARTWOOD DEVELOPMENTS LIMITED (1ST PT) CAMBRIDGE LEASEHOLDS LIMITED (2ND PT)

THE CORPORATION OF THE CITY OF CHATHAM (4TH PT) REGIONAL SHOPPING CENTRES (3RD PT)

REMARKS: RE: LEASE

410999 1-985/01-/08 ASSIGNMENT-GENERAL- *•** DELETED - AGA-INST-- THIS PROPERT-Y * * *

CHARTWOOD DEVELOPMENTS LIMITED CAMBRIDGE LEASEHOLDS LIMITED

CAMBRIDGE LEASEHOLDS LIMITED CHATHAM CENTRE MALL LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES LIMITED (COB REGIONAL SHOPPING

CENTRES)

REMARKS: RE: ASSUMPTION OF SUBLEASE

412000 1985/01/08 AGREEMENT CAMBRIDGE LEASEHOLDS LIMITED SEARS CANADA INC. C

412001 1985/01/08 AGREEMENT CAMBRIDGE LEASEHOLDS LIMITED STEINBERG INC. C

412002 1985/01/08 AGREEMENT REGIONAL SHOPPING CENTRES CHARTWOOD DEVELOPMENTS LIMITED C

-4-1-2003- — 1985/01/08 ASSIGNMENT GENERAL - *** "DELETED" AGAINST" THIS ""PROPERTY""***'

CAMBRIDGE LEASEHOLDS LIMITED (1ST PT) REGIONAL SHOPPING CENTRES (2ND PT)

THE CORPORATION OF THE CITY OF CHATHAM (4TH PT) CHARTWOOD DEVELOPMENTS LIMITED (3RD PT)

REMARKS: RE: LEASE

412004 1985/01-/08 ASSIGNMENT GENERAL ***—DELETED AGAINST' THIS PROPERTY *** -

CAMBRIDGE LEASEHOLDS LIMITED CAMBRIDGE LEASEHOLDS LIMITED

REGBROOKE LIMITED

REGIONAL SHOPPING CENTRES LIMITED

REGIONAL SHOPPING CENTRES (COB)

CHATHAM CENTRE MALL LIMITED

REltARKS: RE: ASSUMPTION OF BUILDING SUBLEASE

412005 1985/01/08 AGREEMENT CAMBRIDGE LEASEHOLDS LIMITED SEARS CANADA INC. C

412006 1985/01/08 AGREEMENT CAMBRIDGE LEASEHOLDS LIMITED STEINBERG INC. C

REGBROOKE LIMITED

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER r>> LAND PAGE 10 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

REGIONAL SHOPPING CENTRES LIMITED

REGIONAL SHOPPING CENTRES (COB)

-412007 - - 1985/01/08 AGREEMENT DELETED AGAINST THIS PROPERTY ** *

THE ROYAL BANK OF CANADA (1ST PT) CHARTWOOD DEVELOPMENTS LIMITED

REGIONAL SHOPPING CENTRES (3RD PT)

RE11ARKS: 378591, 378970 ; DM 422081

412008 1985/01/08 -AGREEMENT *•**- DELETED AGAINST THI S" PROPERTY'

GUARANTY TRUST CO. OF CANADA CHARTWOOD DEVELOPMENTS LIMITED

REGIONAL SHOPPING CENTRES

THE CORPORATION OF THE CITY OF CHATHAM

HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO

SEARS CANADA INC.

CHATHAM CENTRE MALL LIMITED

THE ROYAL BANK OF CANADA

42-2763 T985/T0-/-2T- AGREEMENT - DELETED AGAINST THIS PROPERTY **-*

GUARANTY TRUST CO. THE MANUFACTURERS LIFE INSURANCE CO.

CAMBRIDGE LEASEHOLDS LTD.

REGBROOKE LTD.

REGIONAL SHOPPING CENTRES LTD.

CHATHAM CENTRE MALL LTD

THE ROYAL BANK OF CANADA

CITY OF CHATHAM

H.M. THE QUEEN IN RIGHT OF ONTARIO PER MINISTER OF MUNICIPAL

AFFAIRS

SEARS CANADA INC.

441478 1987/02-/-25 - NOTICE- OF LEASE- -• *** - DELETED AGAINST THIS" PROPERTY **"*

CHATHAM CENTRE MALL LTD. ZELLERS INC.

441728 1987/03/02 NOTICE OF LEASE - ***•• DELETED AGAINST- THIS- -PROPERTY

CHATHAM CENTRE MALL LTD. REITMANS INC.

4-43021 1987/04/06 NOTICE- OF—LEASE *•** DELETED AGAINST THIS PROPERTY " ***

CHATHAM CENTRE MALL LTD. DYLEX KTD.

REMARKS: SKETCt ATTACHED

443022 1987/04/06 NOTICE OF LEASE CHATHAM CENTRE MALL LTD. SUZY SHIER (CANADA) LTD. C

REMARKS: SKETCt ATTACHED

443023 1987/04/06 NOTICE OF LEASE CHATHAM CENTRE MALL LTD. DYLEX LTD. C

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER r*> LAND PAGE 11 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

REMARKS: SKETCt ATTACHED

44581.43... .1988/04/26-- NOTICE OF LEASE *** DELETED -AGAINST THIS PROPERTY ***

CHATHAM CENTRE MALL LTD. PENNINGTON'S STORES LTD.

468807 - 1988/12/12 NOTICE OF- -LEASE *** DELETED- AGAINST THIS PROPERTY' ***

CHATHAM CENTRE MALL LTD. MARKS & SPENCER CANADA INC.

469785 1989/01/09 NOTICE OF LEASE -DELETED AGAINST THIS PROPERTY ***

CHATHAM CENTRE MALL LTD. GRANADA CANADA LTD.

54007-8 1994/01/24 ASSIGNMENT LEASE *** DELETED AGAINST THIS PROPERTY -**-*-

REGIONAL SHOPPING CENTRES CAMBRIDGE LEASEHOLDS LIMITED

SEARS CANADA INC.

REltARKS: 378966 , 378968

540080 1994-/01/24 AGREEMENT ***• DELETED AGAINST THIS PROPERTY ' ***'

CAMBRIDGE LEASEHOLDS LIMITED SEARS CANADA INC.

540081 1994/01/24 ASSIGNMENT GENERAL - *** DELETED AGAINST THIS PROPERTY "***'

REGIONAL SHOPPING CENTRES CAMBRIDGE LEASEHOLDS LIMITED

SEARS CANADA INC.

REltARKS: 390056

-540082 1994/01/24 AGREEMENT *** DELETED AGAINST ' THIS PROPERTY ***

CAMBRIDGE LEASEHOLDS LIMITED CHATHAM CENTRE MALL LIMITED

SEARS CANADA INC.

REltARKS: 390056

540083 1994/01/24 CHARGE *** DELETED AGAINST THIS PROPERTY ***

CAMBRIDGE LEASEHOLDS LIMITED SEARS CANADA INC.

540084 1994/01-/24 - CHARGE - *** DELETED AGAINST THIS PROPERTY ***

SEARS CANADA INC. CAMBRIDGE LEASEHOLDS LIMITED

-540086 1994/01/24 -ASSIGNMENT GENERAL -***- DELETED AGAINST -THIS PROPERTY-***

CAMBRIDGE LEASEHOLDS LIMITED ROYAL BANK OF CANADA

540087 1994/01/24 TRANSFER-OF- CHARGE *** -DELETED AGAINST THIS -PROPERTY"***

CAMBRIDGE LEASEHOLDS LIMITED ROYAL BANK OF CANADA

CANADIAN IMPERIAL BANK OF COMMERCE

THE TORONTO-DOMINION BANK

REltARKS: 540084

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

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* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CEKD

CORRECTIONS: PARTY TO NAME: CANADIAN IMPERIAL BANK OF COMMERCE ADDED ON 2011/10/28 BY PINSONNEAULT, ROXANNE. PARTY TO MAME:THE TORONTO-DOMINION BANK ADDED ON 2011/10/28 BY PINSONNEAULT, ROXANNE.

540088 - 1994/01/24 AGREEMENT- **" DELETED AGAINST THIS " PROPERTY -***

CAMBRIDGE LEASEHOLDS LIMITED SEARS CANADA INC.

REMARKS: 540Q8C, 540081 , 540082

.5456-55 1994/0-7/19- ••AGREEMENT - - -*** DELETEDAGAINST THIS PROPERTY"***

THE MANUFACTURERS LIFE INSURANCE COMPANY CAMBRIDGE LEASEHOLDS LIMITED

REi tARKS : 422078, 422079

-551401 - •1995/03-/09 • NOTICE - OF" LEASE' ** * DELETED AGAINST - THIS '-PROPERTY- * * * '

CHATHAM CENTRE MALL LIMITED BELL CANADA

.556843 1995/10/25 -ASSIGNMENT GENERAL *** DELETED AGAINST THIS -PROPERTY—*•**•—

CAMBRIDGE LEASEHOLDS LIMITED ROYAL BANK OF CANADA

CANADIAN IMPERIAL BANK OF COMMERCE

THE TORONTO-DOMINION BANK

REMARKS: 540088

572691 1997/06/24 AGREEMENT ***- DELETED AGATNST"~THIS" PROPERTY

CENTRAL GUARANTY TRUST COMPANY REGIONAL SHOPPING CENTRES

CAMBRIDGE LEASEHOLDS LIMITED

SEARS CANADA INC.

REMARKS: 394531

584-359- 1998-/08/20 - TRANSFER- -OF- CHARGE- *•** DELETED AGAINST THIS PROPERTY- **•*• -

ROYAL BANK OF CANADA CAMBRIDGE LEASEHOLDS LIMITED

CANADIAN IMPERIAL BANK OF COMMERCE

THE TORONTO-DOMIMION BANK REI tARKS : 540084, 540087

584453 1-998/08/24 AGREEMENT - ** * DELETED AGAINST "THI S" PROPERTY "***

CAMBRIDGE SHOPPING CENTRES LIMITED SEARS CANADA INC.

REMARKS: 540088

601031 2000/07/04 NOTICE OF- LEASE .... .***. DELETED -AGAINST THIS PROPERTY ***-

CHATHAM CENTRE MALL LIMITED REITMANS (CANADA) LIMITED

605163 2001/0-1/18 NOT-IGE- -•*•** - DELETED- AGAINST "THIS PROPERTY *** ~

PIZZA PIZZA LIMITED CHATHAM CENTRE MALL LIMITED

611823 20C1/11/28 NOTICE OF LEASE $2 CHATHAM CENTRE MALL LIMITED NAUTILUS FITNESS AND RAQUETS CENTRE INC. C

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

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* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

-L-T57-904— - 2 0 06/01/1 6 - LR-1- S ORDER" "COMPLETELY -DELETED ***

LAND REGISTRAR

RE11ARKS: AMENDING DESCRIPTION AND ADDING 370184 TO THE TITLE

CK19778 2007/11/05 LR '-S ORDER *** GOMPLETELYDELETED

LAND REGISTRAR, LRO NO. 24 LAND REGISTRAR, LRO NO. 24

REMARKS: DELETING 174009, 190022 & 322133

CK-2041-1— 2007/11/26 APL CH NAME OWNER ***COMPLETELY DELETED""*"**" —

THE CORPORATION OF THE CITY OF CHATHAM THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT

THE CORPORATION OF THE TOWN OF CHATHAM

GK20412 2007/11/26 APL (GENERAL) *** COMPLETELY DELETED ***

THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT REMARKS: TO DELETE 171173

CK-204-13 2007/11/26 -APL (GENERAL) -**•*- COMPLETELY- "DELETED -<*** - •-

THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT

REMARKS: TO DELETE 364617

GK23422 200 8 / 0 3 / 1 4APL { GENERAL ) COMPLETELY DELETED *** -

PUBLIC GUARDIAN AND TRUSTEE REMARKS: 251141, 319151

CK2342-3 - 2008/03 /-1 4 DISCH OF- CHARGE * * * COMPLETEL Y" DELETE D - *-**-

PUBLIC GUARDIAN AND TRUSTEE

REMARKS: RE: 251141, 319151, CK23422

CK2-3424 2008/ ©3 /14 APL (GENERAL) *** COMPLETELY DELETED- •-***

PUBLIC GUARDIAN AND TRUSTEE

REMARKS: 27172t, 281081, 324116

CK23425 2008/03/14- DISGH -OF -CHARGE COMPLETELY -DELETED **-*

PUBLIC GUARDIAN AND TRUSTEE

REMARKS: RE: 271726, 281081, 324111, CK23424

GK25558 2008/05/20- -APL (GENERAL) *** COMPLETELY DELETED'***-

THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT REMARKS: TO DELETE 294465, 306935

24R8587 2008/12/24 PLAN REFERENCE C

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER >> LAND PAGE 14 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ BEG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

CK33113 2009/01/27 APL CH NAME INST CAMBRIDGE LEASEHOLDS LIMITED IVANHOE CAMBRIDGE I INC. C REMARKS: 378964, 378967, 378968, 3iS969, 390058, 3903&L, 391375, 392147, 394530, 394531, 410998, 410999, 412000, 412d01, 412002, 412003, 412004, 41. '.005, 412006, 412007, 412008, 421763, 540078, 54008C, 540081, 540082, 540083, 540084, 540086, 540087, 540088, 545655, 556843, 572691, 584359,

58 <453,

-GK-33L1-4-- 2 0 G 9 / 0 1 / 2 7 APL {GENERAL) - ***.. COMPLETE-LY- DELETED -*-* * -

IVANHOE CAMBRIDGE I INC.

REMARKS: TO DEIETE S/T R.O.N. OVEB LANE, DESIGNATED IS PART 46, 24R2372'

CK61-204 2011/08/17 -APL (GENERAL) — -*•* COMPLETELY"" -DELETED" -**-*—

CHATHAM CENTRE MALL LIMITED REMARKS: DELETING 394185, 441478, 441728, 443021, 458143, 468807, 469785, 551401, 601031, 605163

-CK6120-5 -20U/08/-17 APL- (GENERAL) . ** * COMPLETELY" DELETED ***

IVANHOE CAMBRIDGE I INC.

RElfARKS: DELETING 394531, 412008, 422763, 572691

CK64055 2011/10/26 APL" (GENERAL) —COMPLETELY "DELETED ** * •

CHATHAM CENTRE MALL LIMITED

RElfARKS: TO DELETE 390058, 410999, 412004, 540081

CK64056 20 11/ 10 /26 APL (GENERAL) * * * COMPLETELY DELETE D

IVANHOE CAMBRIDGE I INC.

RElfARKS: TO DEIETE 378969

•CK64057— 2011/10/26 NO ASSG LESSEE INT .. *** COMPLETELY DELETED ***

SEARS CANADA INC. 1854313 ONTARIO LIMITED

IVANHOE CAMBRIDGE I INC.

RElfARKS: 378966. 378967, 378968, 3S4530, 410998, 4120L3, 540078

CK-64058 2011/ 10 1-2 6 NO CHARGE LEASE . * * * COMPLETELY -DELETED-

1854313 ONTARIO LIMITED LIBRO CREDIT UNION LIMITED

REMARKS: 378966.

-GK6405-9 - -2011/10/26 NO ASSGN RENT- GEN .. .*.*.*..„coMPLETELY- -DELETED

1854313 ONTARIO LIMITED LIBRO CREDIT UNION LIMITED

REMARKS: CK64058

CK64060 2011/10/26 -NO- CHARGE LEASE - COMPLETELY "DELETED" ***

1854313 ONTARIO LIMITED CHRISTIANSEN INVESTMENTS INC.

REMARKS: 378966.

CK64061 20-11/10/2-6 -NO—ASSGN -RENT- GEN- COMPLETELYDELETE D * **

NOTE : ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. 43

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

LAND PAGE 15 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES PROM PARTIES TO CBKD

1854313 ONTARIO LIMITED CHRISTIANSEN INVESTMENTS INC. REMARKS: CK640t0

•GK6406-2 2011/10/2-6 DISCH OF CHARGE - * * * -COMPLETELY " DELETE D " * * *

IVANHOE CAMBRIDGE I INC.

REMARKS: 540084. 540087, 584359

CK64063- - -2011/1 0 /-2-6APL- { GENERAL) * ** -COMPLETELY " DELETED ** *"

IVANHOE CAMBRIDGE I INC.

REMARKS: TO DELETE 540086, 556843

CK64064 2011/10/26 DISCH OF CHARGE *** COMPLETELY " DELETED

SEARS CANADA INC.

REMARKS: 540083.

CK6 4 0 6 5 2011/10/26 APL(GENERAL)" ***- COMPLETELY DELETED

IVANHOE CAMBRIDGE I INC. REMARKS: TO DELETE 540080

CK64066 2011/10/26 APL - (GENERAL) COMPLETELY" DELETED • ***

IVANHOE CAMBRIDGE I INC.

REMARKS: TO DELETE 540088 AND 584433

GK89600 2013/11/01 APL - (GENERAL) *** - COMPLETELY" DELETED -***-

THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT

REMARKS: TO DELETE 394528

CK89601 2013/11/01 TRANSFER EASEMENT THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT ENTEGRUS POWERLINES INC. C

CK89603 2013/11/01 TRANSFER 53,400,000 THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT 1854313 ONTARIO LIMITED C REMARKS: PLANNING ACT STATEMENTS. i

CK89606 2013/11/01 NOTICE THE CORPORATION OF THE MUNICIPALITY OF CHATHAM-KENT C

CKS9607 2013/1-1/01 CHARGE- -COMPLETELY DELETE D - * * * -

1854313 ONTARIO LIMITED LIBRO CREDIT UNION LIMITED

-C-K89608 2013/11/01 NO ASSGN RENT GEN -*•* * COMPLETELY DELETED - * * *

1854313 ONTARIO LIMITED LIBRO CREDIT UNION LIMITED

REMARKS: TO BE DELETED UPON THE DELETION OF CK89607

C-K-89609- 2013/11/01 POSTPONEMENT *** COMPLETELY-DELETED- ***

CHRISTIANSEN INVESTMENTS INC. LIBRO CREDIT UNION LIMITED

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER I>> LAND PAGE 16 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CEKD

REI fARKS : CK6406 0

GK89611 -20 13/ 11/ 0 1* APL (GENERAL) *** COMPLETELY DELETED ***

1854313 ONTARIO LIMITED

REMARKS: TO DELETE 378966, 378967, 378968, 394530, 41C998, 412003, 540078, CK64057

GK&9884 - • , 2013/11/14 DISCH OF CHARGE *** COMPLETELY DELETED ***

LIBRO CREDIT UNION LIMITED REI fARKS : CK6405 8.

CK92958 2014/03/06 DISCH "OF CHARGE *** COMPLETELY DELETED ***

CHRISTIANSEN INVESTMENTS INC. REliARKS: CK64060.

GK-9984-5 2014/10/08 CHARGE -*** COMPLETELY DELETED ***

1854313 ONTARIO LIMITED CHRISTIANSEN INVESTMENTS INC.

CK103702 2015/02/09 NOTICE OF LEASE $2 1854313 ONTARIO LIMITED SOLAR POWER NETWORK 002 INC. C

CK-105217 2015/04/01 DISCHARGE INTEREST *** COMPLETELY DELETED ***

CANADIAN IMPERIAL BANK OF COMMERCE

REMARKS: 388344.

CK118873 2016/05/12 CHARGE *** COMPLETELY DELETED ***-

1854313 ONTARIO LIMITED 3033550 NOVA SCOTIA COMPANY

CK118874 2016/05/12 CHARGE *** COMPLETELY DELETED ***

1854313 ONTARIO LIMITED 3033550 NOVA SCOTIA COMPANY

CK118887 2016/05/12 DISCH OF CHARGE *** COMPLETELY DELETED ***-

CHRISTIANSEN INVESTMENTS INC.

REltARKS: CK99845.

'CK134124 2 017/ 0 7/ 2 1 DISCH OF CHARGE *** COMPLETELY DELETED ***

3033550 NOVA SCOTIA COMPANY REMARKS: CK118874.

CK136909 2017/10/03 CONSTRUCTION LIEN *** COMPLETELY DELETED ***

KONE INC.

CK139534 2017/12/06 CERTIFICATE *** COMPLETELY DELETED ***'

KONE

REI LARKS : CK136909

PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER

.£>> LAND PAGE 17 OF 17 Ontario ServiceOntario REGISTRY PREPARED FOR gnanouOl OFFICE #24 00504-0289 (LT) ON 2020/10/02 AT 10:17:40

* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *

CERT/ REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CHKD

CK146294 2018/06/26 APL CH NAME INST SOLAR POWER NETWORK 002 INC. 2332852 ONTARIO INC. C REIIARKS: CK103102

iCK1478-ie- -2-0-18-/08/03- DISCHOFCHARGE- -** *- COMPLETELY- DELETED ***

3033550 NOVA SCOTIA COMPANY REJfARKS: CK118673.

CK148004 2018/-08/-10 - APL - DEL CONST LIEN - - . COMPLETELY- DELETED *-**'

KONE INC. REIIARKS: CK136i09. AND CERTIFICATE CK139534

CK1-50-2-57 2-018-/10-/0-5—- -CHARGE COMPLETELY -DELETED

1854313 ONTARIO LIMITED TOUCHSTONE GROUP LTD.

GK1-502-60- -20-1-8-/1-0-/-0-5NO- ASSGN - RENT- GEN --COMPLETELY - DELETE D -•** * -

1854313 ONTARIO LIMITED TOUCHSTONE GROUP LTD. REIIARKS: CK150Z57

24R10591 2019/07/30 PLAN REFERENCE C REIIARKS: PTS LdTS 81 S 84 OLD SURVEY

CK166291 2019/11/18 CHARGE 514,000,000 1854313 ONTARIO LIMITED THE BANK OF NOVA SCOTIA C

CK166292 2019/11/18 NO ASSGN RENT GEN 1854313 ONTARIO LIMITED THE BANK OF NOVA SCOTIA C REl IARKS: CK1662 91_

GK-1-6 6-62-2 -20-19/-1-1-/-2 6 DISCH- OF- CHARGE . * - COMPLETELY" DELETED* * *

LIBRO CREDIT UNION LIMITED REIIARKS: CK896C7 .

CK166679 2019/11/27 CHARGE $4,000,000 1854313 ONTARIO LIMITED TOUCHSTONE GROUP LTD. C

CK166680 2019/11/27 NO ASSGN RENT GEN 1854313 ONTARIO LIMITED TOUCHSTONE GROUP LTD. C REl IARKS: CK1666 79

;

CK166711 2019/11/28 DISCH OF CHARGE TOUCHSTONE GROUP LTD. C REiIARKS:. CK150257. -

CK174479 2020/06/29 NO SEC INTEREST $34, 677 ENERCARE HOME AND COMMERCIAL SERVICES INC. C ENERCARE HOME AND COMMERCIAL SERVICES LIMITED PARTNERSHIP/

CK176066 2020/08/06 CONSTRUCTION LIEN $24,133 KONE INC. C

NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE,LNCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP.

This is Exhibit “C” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 46

% Scotiabank

November 4, 2019

18543 13 Ontario l imited 100 King St. W.Chatham, ON N7M 6A9

Attention: Mr. Sved Bukhari

Dear Sir:

We confirm that subject to acceptance by you, The Bank of Nova Scotia (the "Bank") will make available to 18543 13 Ontario Limited (the "Borrower"), credit facilities on the terms and conditions set out in the attached Terms and Conditions Sheet and Schedule "A".

If the arrangements set out in this letter, and in the attached Terms and Conditions Sheet and Schedule "A" (collectively the "Commitment I .etter") are acceptable to you. please sign the enclosed copy of this letter in the space indicated below and return the letter to us by the close of business on November 30, 2019 after which date this offer will lapse.

Yours truly.

Malik Muzzamal Matt Olivet- Senior Client Relationship Manager Director & Group Lead

Bv signing this Commitment Letter you confirm that the products and services offered to you herein will not be used for or behalf of any individual or entity other than you and the other parties named in the Commitment Letter for whose benefit such products and services are intended.

The arrangements set out above and in the attached Terms and Conditions Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby acknowledged and accepted by:

Borrower: 1854313 Ontario Limited

/ By:

Name: iV SwK't - r Title: <"< i" Date: v -v 5'/ t 9

Guarantor: Guarantor: 2642614 Ontario Inc. - / s By:. Syed Bukhari Name: A-tV-K'^Y' Title: C Date: 47 Page 2

TERMS AND CONDITIONS

CREDIT NUMBER: 01 AUTHORIZED AMOUNT: $ 1 3.500,000 type:

Non-revolving

PURPOSE

To provide financing to pay out outstanding mortgage. Vendor Take Back loan and for equity take out purposes re: property located at 100 King St. W. Chatham, Ontario.

CURRENCY

Canadian Dollars

A VAII.MENT

The Borrower may avail the Credit by way of direct advances

INTEREST RAJE

3.80% per annum, fixed, with interest payable monthly.

DRAWDOWN

Loan is to be fully drawn by December 3 1 , 20 1 9

REPAYMENT

The advance is repayable in 35 monthly instalments of principal and interest of$TBD applied first to accrued interest, commencing 30 days from drawdown date, and a final payment on the 36"' month after drawdown, of the balance of principal and accrued interest then outstanding. The term of the loan is 3 years and the amortization is 25 years.

PREPAYMENT

Prepayment of any advance made by the Bank pursuant to this loan agreement (each an "Advance"), in whole or in part, is permitted at any time. In addition to any other amount then payable by the Borrower pursuant to the terms hereof (including, without limitation, accrued interest) in respect of the amount being prepaid (the "Prepayment Amount"), the Borrower shall pay to the Bank an amount equal to the greater of:

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(i) three months simple interest on the Prepayment Amount at the rate applicable to the relevant Advance being prepaid, and

(ii) The Bank's Funding Loss. For the purposes hereof, "Funding Loss" means, in respect of the Advance being prepaid, any loss, cost or expense which may be incurred by the Bank by reason of the reemployment, for the Prepayment Period, of the funds acquired by the Bank to fund such Advance. "Prepayment Period" means the period commencing on. and including, the date on which the Prepayment Amount is paid to the Bank to. but excluding, the scheduled repayment date of the relevant Advance.

CREDIT NUMBER: 02 AUTHORIZED AMOUNT: $400,000

TYPE

Operating

PURPOSE

To finance working capital requirements.

CURRENCY

Canadian Dollars

AVAILMEN I

The Borrower may avail the Credit by way of Agreement re Operating Credit Line

INTEREST RA LE

The Bank's Prime Lending Rate from time to time, plus 1 .00% per annum with interest payable monthly.

REPAYMENT

Advances are repayable on demand.

CREDIT NUMBER: 02A AU THORIZED AMOUNT: $100,000

TYPE

Scotiabank VISA Business Card - Availment. interest rate and repayment as per Cardholder Agreement

CURRENCY

Canadian Dollars

3 49

Page 4

GENERAL SECURITY. TERMS AND CONDITIONS APPLICABLE TO ALL CREDITS

GENERAL SECURITY

or The following security evidenced by documents in form satisfactory to the Bank and registered recorded as required by the Bank, is to be provided prior to any advances or availment being made under the credit:

Collateral Mortgage in the amount of S 14,000.000 providing a first fixed charge over property located at 100 King St. W. Chatham, Ontario with replacement cost lire insurance coverage, loss, if any. payable to the Bank as mortgagee.

First ranking General Assignment of all present and future rent/leases with 100% rent indemnity insurance coverage, loss, if any. payable to the Bank, relating to the property and all rents and benefits thereunder.

General Security Agreement over all present and future personal property with appropriate insurance coverage, loss if any, payable to the Bank.

Assignment of all insurance policies and insurances proceeds now or hereafter obtained or payable to the Borrower in respect of the Property, with such loss payable endorsement in favor of the Bank.

Postponement agreement from all shareholders for an unspecified amount supported by- respective promissory note(s).

Guarantee(s) given by the following (with corporate seal(s) and resolution(s) as applicable) in the amount(s) shown:

NAME AMOUNT 2642614 Ontario Inc.* Unlimited Syed A. Bukhari $14,000,000

To be secured by Is1 charge General Security Agreement

CONDITIONS PRECEDENT

The following conditions are to be met to the satisfaction of the Bank and its solicitors prior to any advances or availments being made under the Credit:

Receipt of an Appraisal Report conducted by an A AG appraiser satisfactory to the Bank over property located at 100 King St. W. Chatham, ON. indicating a minimum market value of $20,000,000 (since received).

Phase I Environmental Site Assessment report satisfactory to the Bank over properly- located at 100 King St. W. Chatham. ON (accompanied by a reliance letter if not addressed to the Bank).

Receipt of an up-to-date land survey and plan by a professional land surveyor indicating the boundaries and dimensions of the Property, as well as encroachments, rights of way, easements and servitudes (or Title Insurance).

Title Insurance Policy with the Bank as named insured from First Canadian Title or other Title Insurance provider acceptable to the Bank.

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Page 5

Building Condition report on the property located at 100 King St. W, Chatham, ON satisfactory to the Bank

Confirmation that Borrower has good and marketable title to the property.

Kvidence that property complies with all zoning requirements, by-laws, lire code, restrictions, and other legal and governmental requirements, and occupancy permits have been issued

Evidence of payment of all municipal, school and other property taxes and assessments

Satisfactory review of any material property management and service contracts.

Copies of all leases/renewals satisfactory to the Bank.

The ratio of Net Operating Income to current portion of long term debt and capital leases and interest expense is to be maintained at all times at 1 .25: 1 or better.

All security documentation has been executed, provided to the Bank and registered in accordance with the commitment letter.

There has not been any material adverse change in the financial condition of the Borrower and Guarantor.

1'itle search and I'l'SA search, satisfactory to the Bank

Confirmation from Vendor of amount outstanding on the VTB loan.

Substantiated personal guarantee (account statement or similar), satisfactory to the Bank.

G r. N I : R A L CON PIT IONS

Until all debts and liabilities under the Credits have been discharged in full, the following conditions will apply in respect of the Credits:

The ratio of Net Operating Income to current portion of long term debt and capital leases and interest expense is to be maintained at all times at 1 .25: 1 or better.

Net Operating Income is defined as rental income from the properties located at over 100 King St. W, Chatham, ON minus all operating expenses/ deductions related to the properties as defined herewith.

Deductions from rental income to include property operating expenses only i.e. property taxes, utilities, repairs & maintenance, insurance, direct general expenses, and capex and management fees.

Without the Bank's prior written consent:

No change in ownership is permitted.

No dividends, withdrawals, bonuses, advances to shareholders, management or affiliates arc permitted which would place any of Bank credit conditions in default.

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Page 6

No mergers or material changes in the Borrower's line of business are permitted.

Guarantees or other contingent liabilities arc not to be entered into and assets arc not to be further encumbered.

Borrower is not to sell, transfer, or further encumber the property.

Borrower is not to obtain secondary financing on the property.

Borrower not to make any material changes, additions or alterations to the property, chattels and equipment.

The property located at 100 King St. W. Chatham. ON is to be maintained in good operating condition and repair as would a prudent owner of similar property.

The Borrower is to pay or cause to be paid all taxes, rates, assessments and levies charged, levied, assessed, or imposed upon the Borrower and its property and assets or any part thereof as and when the same become due and payable.

The Borrower shall permit the Bank, or its agents, access, at all reasonable times, to all premises where the collateral covered by the Bank's security may be located and the Bank or its agents may inspect such collateral and all related documents and records.

Additional terms and conditions in Schedule A are to apply.

GENERAL BORROWER REPORTING CONDI ! IONS

Until all debts and liabilities under the Credits have been discharged in full, the Borrower will provide the Bank with the following:

Annual Notice to Reader Financial Statements of the Borrower, within 120 days of the Borrower's llscal year end.

Annual detailed rent roll, annually within 120 days of fiscal year end with copies of any new leases/lease amendments/lease renewals.

Evidence of acceptable ongoing property insurance coverage, annually within 1 20 days of fiscal year end.

Annual evidence that property taxes arc up to date with respect to property located at 1 00 King St. W. Chatham, ON. within 1 20 days of liscal year end.

OTHER FEES. COMMISIONS AND COMPENSATING BALANCES

An Application fee of $ 25,000 is payable by the Borrower.

A Renewal fee of S 1,750 per year, commencing 2nd annual review is payable by the Borrower annually.

In addition to. and not in substitution for the obligations of the Borrower and the rights of the Bank upon the occurrence of an event of default herein, the Borrower shall pay to the Bank administration fees of:

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Page i

(a) $300 per occurrence (or such higher amount as may be determined by the Bank from time to time) for which the Borrower is late in providing the Bank with financial or other information required herein;

(b) $300 per occurrence (or such higher amount as may be determined by the Bank from time to time) for which the Borrower is in default of any other term or condition contained in this Commitment Letter or in any other agreement to which the Borrower and the Bank are parties.

The imposition or collection of fees does not constitute an express or implied waiver by the Bank of any event of default or of any of the terms or conditions of the lending arrangements, security or rights arising from any default. Fees may be charged to the Borrower's deposit account when incurred.

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SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL CREDITS

C'alcli Iat i on and Payment of Interest

I. Interest on loans/advances made in Canadian dollars will be calculated on a daily basis and payable monthly on the 22nd day of each month (unless otherwise stipulated by the Bank). Interest shall be payable not in advance on the basis of a calendar year for the actual number of days elapsed both before and after demand of payment or default and/orjudgment.

Interest on Overdue Interest

Interest on overdue interest shall be calculated at the same rate as interest on the loans/advances in respect of which interest is overdue, but shall be compounded monthly and be payable on demand, both before and after demand and judgment.

Indent n i ty Provision

3. If the introduction, adoption or implementation of, or any change in, or in the interpretation of. or any change in its application to the Borrower of, any law. regulation, guideline or request issued by any central bank or other governmental authority (whether or not having the force of law), including, without limitation, any liquidity reserve or other reserve or special deposit requirement or any tax (other than lax on the Bank's general income) or any capital requirement, has due to the Bank's compliance the effect, directly or indirectly, of (i) increasing the cost to the Bank of performing its obligations hereunder or under any availment hereunder; (ii) reducing any amount received or receivable by the Bank or its effective return hereunder or in respect of any availment hereunder or on its capital; or (iii) causing the Bank to make any payment or to forgo any return based on any amount received or receivable by the Bank hereunder or in respect of any availment hereunder determined by the Bank in its discretion, then upon demand from time to time the Borrower shall pay such amount as shall compensate the Bank for any such cost, reduction, payment or forgone return (collectively "Increased Costs") as such amounts are reasonably determined by the Bank and set forth in a certificate to the Borrower.

In the event of the Borrower becoming liable for such Increased Costs, the Borrower shall have the right to prepay in full, without penalty, the outstanding principal balance under the affected credit other than the face amount of any document or instrument issued or accepted by the Bank for the account of the Borrower. Upon any such prepayment, the Borrower shall also pay the then accrued interest on the amount prepaid and the Increased Costs to the date of prepayment together with such amount as will compensate the Bank for the cost of any early termination of its funding arrangements in accordance with its normal practices, as such amounts are calculated in a certificate reasonably prepared by the Bank.

environment

4. l'he Borrower agrees:

(a) to obey all applicable laws and requirements of any federal, provincial, or any other governmental authority relating to the environment and the operation of the business activities of the Borrower;

(b) to allow the Bank access at all times to the business premises of the Borrower to monitor and inspect all property and business activities of the Borrower;

8 54

Page 9

conducted by the Borrower (c) to notify the Bank from time to time of any business activity which involves the use or handling of hazardous materials or wastes or which increases the environmental liability of the Borrower in any material manner;

of the property of the (d) to notify the Bank of any proposed change in the use or occupation Borrower prior to any change occurring;

and any (e) to provide the Bank with immediate written notice of any environmental problem hazardous materials or substances which have an adverse effect on the property, equipment, or business activities of the Borrower and with any other environmental information requested by the Bank from time to time.

reasonable person (I) to conduct ail environmental remedial activities which a commercially would perform in similar circumstances to meet its environmental responsibilities and if the Borrower fails to do so. the Bank may perform such activities; and

or remedial activities with

If the Borrower notifies the Bank of any specified activity or change or provides the Bank with any information pursuant to subsections (e), (d), or (e). or if the Bank receives any environmental information from other sources, the Bank, in its sole discretion, may decide that an adverse change in the environmental condition of the Borrower or any of the property , equipment, or business activities of the Borrower has occurred which decision will constitute, in the absence of manifest error, conclusive evidence of the adverse change. Following this decision being made by the change. Bank, the Bank shall notify the Borrower of the Bank's decision concerning the adverse

If the Bank decides or is required to incur expenses in compliance or to verify the Borrower's compliance with applicable environmental or other regulations, the Borrower shall indemnify the Bank in respect of such expenses, which will constitute further advances by the Bank to the Borrower under this Agreement.

Initia I Drawdown

statcment(s) in 5. On acceptance ofthis credit offer the Bank is hereby authorized to register a financing connection with the security detailed in the aforementioned Terms and Conditions sheet(s).

Periodic Review

under any 6. The obligation of the Bank to make further advances or other accommodation available Credit(s) of the Borrower under which the indebtedness or liability of the Borrower is payable on demand, is subject to periodic review and to no adverse change occurring in the financial condition or the environmental condition of the Borrower or any guarantor.

Evidence of Indebtedness

conclusive 7. The Bank's accounts, books and records constitute, in the absence of manifest error, evidence of the advances made under this Credit, repayments on account thereof and the indebtedness of the Borrower to the Bank.

9 55 Page 1 0

Accel era I ion

is 8. (a) All indebtedness and liability of the Borrower to the Bank payable on demand, repayable by the Borrower to the Bank at any time on demand;

shall, (b) All indebtedness and liability of the Borrower to the Bank not payable on demand, at the option of the Bank, become immediately due and payable, the security held by the Bank shall immediately become enforceable, and the obligation of the Bank to make further advances or other accommodation available under the Credits shall terminate, if any one of the following Events of Default occurs:

or at a (i) the Borrower or any guarantor fails to make when due. whether on demand fixed pay ment date, by acceleration or otherwise, any payment of interest, principal, fees, commissions or other amounts payable to the Bank;

condition (ii) there is a breach by the Borrower or any guarantor of any other term or contained in this Commitment Letter or in any other agreement to which the Borrower and/or any guarantor and the Bank are parties;

under the (iii) any default occurs under any security listed in this Commitment Letter headings "Specific Security" or "General Security" or under any other credit, loan or security agreement to which the Borrower and/or any guarantor is a party, or any representation or warranty of the Borrower or (if applicable) any Guarantor ceases to be true:

(iv) any bankruptcy, re-organization, compromise, arrangement, insolvency or liquidation proceedings or other proceedings for the relief of debtors are instituted by or against the Borrower or any guarantor and. if instituted against the Borrower or any guarantor , are allowed against or consented to by the Borrower or any guarantor or arc not dismissed or stayed within 60 days after such institution;

or any (v) a receiver is appointed over any property of the Borrower or any guarantor judgement or order or any process of any court becomes enforceable against the Borrower or any guarantor or any property of the Borrower or any guarantor or any creditor takes possession of any property of the Borrower or any guarantor;

(vi) any course of action is undertaken by the Borrower or any guarantor or with respect to the Borrower or any guarantor which would result in the Borrower's or guarantor's reorganization, amalgamation or merger with another corporation or the transfer of all or substantially all of the Borrower's or any guarantor's assets:

(vii) any guarantee of indebtedness and liability under the Credit Line is withdrawn, determined to be invalid or otherwise rendered ineffective;

(viii) any adverse change occurs in the financial condition of the Borrower or any guarantor.

( i.x) any adverse change occurs in the environmental condition of:

(A) the Borrower or any guarantor of the Borrower; or

(B) any property, equipment, or business activities of the Borrower or any guarantor of the Borrower.

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Costs

other 9. All costs, including legal and appraisal fees incurred by the Bank relative to security and documentation and the enforcement thereof, shall be for the account of the Borrower and may be charged to the Borrower's deposit account when submitted.

Financing Statement

10. On acceptance of this credit offer the Bank is hereby authorized to register a financing statements) in connection with the security detailed in the aforementioned Terms and Conditions shcet(s).

Counterparts and Lxccution of Documents

This Commitment Letter and any security and other documents relating to the credits established in it may be executed in counterparts and by different parties in different counterparts, all of which when taken together will constitute a single contract. Subject to applicable conditions precedent, a document will become effective when it has been executed by the Bank (if execution by the Bank is contemplated by the document) and the Bank has received counterparts of the document that, when taken together, bear the signatures of each of the other relevant parties. Delivery of an executed counterpart of a document or a signature page to the document by telecopy or by sending a scanned or other copy by electronic mail or similar means shall be as effective as delivery of an original ly executed counterpart, but the Bank may from time to time require delivery of originally executed documents. The Bank may create and store copies of documents in any form as part of its business records, including by microfilm, photocopy and electronic image. Copies may be held in place of original documents and substituted for original documents for any purpose. In administering the credits established in the Commitment Letter and in otherwise dealing with the Borrower and any guarantor, the Bank may rely and act on e-mail, telecopier and other electronic communications that it reasonably believes have been sent by or on behalf of the Borrower or any guarantor, but the Bank may from time to time require that communications from the Borrower or any guarantor be in a non electronic form specified by the Bank.

Representation or Warranty

12. I'lie Borrower and (if applicable) each Guarantor represents and warrants to the Bank that all financial and other information (including, without limitation, any financial forecasts) provided to the Bank in connection with the credit(s) provided pursuant to this Commitment Letter is true and accurate in all material respects and has been prepared in accordance with Canadian Generally Accepted Accounting Principles consistently applied, and acknowledges that the offer of credit contained in this Commitment Letter is made in reliance on the truth and accuracy of this information and the representation and warranties above. The Borrower represents and warrants to the Bank that the properties owned (in part or in whole) and/or operated by the Borrower will at all times be used for lawful purposes and in compliance with applicable law, including but not limited to, the Cannabis Act. the Controlled Drugs and Substances Ad. the Criminal Code ofCanada, the hood and Drugs Act, and all relevant regulations promulgated thereunder, and any other applicable federal or provincial laws, regulations, rules or guidelines applicable to the production, distribution, transportation, sale or promotion or research in respect of cannabis in effect from time to time). Ifthe foregoing fails to be true at any time the Borrower shall be in default of Borrower's obligations hereunder and the Bank shall have the right, but not the obligation, to demand repayment of all obligations, liabilities and indebtedness hereunder.

This is Exhibit “D” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 AGREEMENT RE: OPERATING CREDIT LINE 57 1854313 Ontario Limited

CUSTOMER NAME DATE

100 King St. W Chatham ON N7M 6A9

ADDRESS

CUSTOMER NAME

ADDRESS

Dear Customer:

1 . We are pleased to advise that, subject to acceptance by you (the undersigned, and each other if more than one), we have established an operating credit line (the "Credit Line") in your favour jointly and severally in the amount of Four-Hundred Thousand Dollars (5400,000)

subject to the terms of this agreement and any Schedule now or hereafter attached hereto (this "Agreement"). You may utilize the Credit Line jointly and severally at The Bank of Nova Scotia (the "Bank") at its 06502 471 5 TAHOE BOULEVARD, MISSISSAUGA, ON L4W 0B4

Branch from time to time by way of direct advances to be deposited to your Account, No. , or a replacement account in your name as agreed by us from time to time (the "Account"), and/or by way of any other availment option authorized under this Agreement.

2. Upon the date of acceptance by you of this Agreement, your obligations to repay your indebtedness and liability:

(a) in respect of direct advances under all existing operating credit lines and under the Credit Line shall be subject to this Agreement exclusively; and

(b) in respect of utilizations under any other availment option authorized under this Agreement shall be subject to any applicable agreement(s) referred to in Schedule A ("Special Agreement(s)") to which you and the Bank are or may become parties.

3. You acknowledge that the outstanding principal balance by way of direct advances owing to the Bank under existing operating credit lines is N/A as at the close of business on which will be adjusted to reflect direct advances and repayments of direct advances under the existing credit lines occurring between that date and the date of acceptance of this Agreement. You acknowledge that the hypothecs or other security interests previously granted to the Bank to secure existing operating credit lines continue to constitute security for indebtedness and liability under the Credit Line.

4. The Credit Line may be utilized by:

(a) you notifying the Bank from time to time as to the amounts you wish to borrow by way of direct advances and the Bank crediting such amounts to the Account; and/or

(b) you authorizing the Bank to ascertain from time to time the position between us in respect to the Account and, if such position is a debit in favour of the Bank or is a credit in favour of you that is less than any minimum credit position for the Account as agreed upon between us from time to time, the Bank is authorized to make a direct advance under the Credit Line, by crediting the Account, to provide cover for such debit position or to place the Account in the appropriate minimum credit position. You hereby authorize the Bank to debit your Account or any other account specified by you with the fees and charges which the Bank establishes from time to time for the provision of this service to you; and/or

(c) you providing the Bank with the documentation required by the Bank from time to time to utilize the Credit Line under any other availment option authorized under this Agreement.

5. You will repay on demand all your indebtedness and liability under the Credit Line and interest and interest on overdue interest under this Agreement and you hereby irrevocably authorize and direct us, while the Credit Line is in existence, but the Bank is not so obligated, to apply all amounts standing to your credit, and above any agreed upon minimum credit position, in the Account at the end of each business day to repay your indebtedness and liability under the Credit Line.

6. Amounts may be borrowed, repaid and reborrowed or otherwise utilized or reutilized under the Credit Line from time to time, provided that, upon our periodic review of your financial affairs or upon the occurrence of an event of default, we may refuse to allow you to borrow further by way of direct advances or to otherwise utilize the Credit Line and/or we may terminate the Credit Line entirely and demand payment of all your indebtedness and liability under the Credit Line together with interest and interest on overdue interest. A default shall occur if:

(i) you or any guarantor fail to make when due, either on demand or on a fixed payment date, by acceleration or otherwise, any payment of interest, principal, fees, commissions or other amounts payable to the Bank or any other lender;

(ii) you breach any other term or condition contained in this Agreement or in any other agreement to which you and the Bank are parties;

(iii) any default occurs under any security under this Agreement or in any Special Agreement or under any credit, loan or security agreement to which you are a party;

(iv) any bankruptcy, reorganization, compromise, arrangement, insolvency or liquidation proceedings or other proceedings for the relief of debtors are instituted by or against you and, if instituted against you, are allowed against or consented to by you or are not dismissed or stayed within 60 days after institution;

(v) a receiver is appointed over any of your property or any judgment or order or any process of any court becomes enforceable against you or any of your property or any creditor takes possession of any of your property;

(vi) any course of action is undertaken by you or with respect to you which would result in your reorganization, amalgamation or merger with another corporation or the transfer of all or substantially all of your assets;

(vii) any guarantee of indebtedness and liability under the Credit Line is withdrawn, determined to be invalid or otherwise rendered ineffective;

(viii) any adverse change occurs in the financial condition of yourself or any guarantor of indebtedness and liability under the Credit Line;

(ix) any adverse change occurs in the environmental condition of;

(a) yourself or any guarantor of indebtedness and liability under the Credit Line; or

(b) any of the property, equipment or business activities of yourself or any guarantor of indebtedness and liability under the Credit Line;

and you agree that if any default occurs under this Agreement, we may immediately exercise all our rights and remedies under any Special Agreement(s) as if default had occurred under the Special Agreement(s).

In the event where a default arises from the non-fulfilment of an obligation in a prescribed period of time, you shall be considered in default by the mere lapse of time, without the necessity of any notice or demand. 1315919 (06/11) Page 1 of 4 SCHEDULE A 58

This Schedule is part of the Agreement re: Operating Credit Line dated between The Bank of Nova Scotia and 1854313 Ontario Inc.

(the "Customer").

pKi The Credit Line is subject to provisions of a Commitment Letter dated V as it may be amended, varied, supplemented, restated, renewed or replaced at any time and from time to time.

The Credit Line is subject to the following additional terms and conditions.

AVAILMENT OPTIONS

The Credit Line may also be utilized by way of the following options, provided that the total amount outstanding by way of direct advances and other availment options does not exceed the principal amount of the Credit Line:

I Bankers' Acceptances in Canadian Dollars in multiples of $1 00,000 (subject to a minimum availment amount of $200,000) and having terms of maturity of 30 to 1 80 days without grace. Availment is subject to completion of Agreement re Bankers' Acceptance in a form satisfactory to the Bank.

Fees: The Bank's Commercial/Corporate/Government Bankers' Acceptance fee (delete whichever is not applicable), plus % per annum, (subject to revision at any time), subject to a minimum fee of $200.00 per availment, payable at the time of each availment.

Commercial Letters of Credit/Letter of Credit Acceptances with expiry dates not to exceed days from date of issuance. Drafts are to be payable at sight and/or up to days sight. Availment is subject to completion of Agreement for Commercial Letter of Credit in a form satisfactory to the Bank.

Fees: The applicable fee or fees charged by the Bank for Letters of Credit as agreed between you and the Bank from time to time.

Li Letters of Guarantee. Availment is subject to completion of an Application and an Agreement for Irrevocable Standby Letter of Credit/Letter of Guarantee in a form satisfactory to the Bank. An Application is needed for each issuance and an Agreement must be on file.

Commission: The applicable commission or commissions charged by the Bank for Letters of Guarantee as agreed between you and the Bank from time to time.

Standby Letters of Credit. Availment is subject to completion of an Application and an Agreement for Irrevocable Standby Letter of Credit/Letter of Guarantee in a form satisfactory to the Bank. An Application is needed for each issuance and an Agreement must be on file.

Commission: % per annum calculated on the issue amount on the basis of a calendar year for the actual number of days elapsed from and including the date of issue to the termination date, subject to the Bank's minimum fee as well as revision at anytime, payable upon issuance.

Your obligations to repay your indebtedness and liability under any Agreement re Bankers' Acceptance, Agreement for Commercial Letter of Credit, Application and Agreement for Irrevocable Standby Letter of Credit/Letter of Guarantee entered into with the Bank will be subject to the terms of those Special Agreements and not this Agreement.

SECURITY

The following security, evidenced by documents in form satisfactory to the Bank and registered or recorded as required by the Bank, is to be provided prior to any advances or availment being made under the Credit Line:

I I General Assignment of/Hypothec on Book Debts.

[ ] Security under Section 427 of the Bank Act with appropriate insurance coverage assigned/hypothecated to the Bank.

Assignment/Hypothec of insurance over: Inventory $ Buildings $

Equipment & Furniture $

! Security Agreement/Hypothec over all inventories.

I I General Security Agreement/Flypothec over all of your property and undertaking.

| Postponement Agreement covering an amount of $ — 1

Assignment of Life Insurance - Face Value $

Page 3 of 4 SCHEDULE A 59

Guarantees:

Name Amount

Collateral Mortgage/Hypothec in the amount of $ providing a fixed charge over certain

lands known as (prior encumbrances S ) with replacement cost fire insurance coverage, loss, if any, payable to the Bank

as mortgagee.

Demand Debenture in the principal amount of $ secured by a fixed charge/ hypothec over lands known as (prior encumbrances $ ) together with a fixed/floating charge/hypothec over all other assets now or

hereafter acquired with replacement cost fire insurance coverage, loss, if any, payable to the Bank as mortgagee/ hypothecary creditor.

CONDITIONS

Until all the debts and liabilities under the Credit Line have been discharged in full, the following conditions will apply in respecl to the Credit Line:

Direct advances, Bankers' Acceptances, Letter of Credit Acceptances, Letters of Guarantee

(delete whichever is not applicable) are not to exceed the "Borrowing Base" which is defined as the aggregate of

% of good quality accounts receivable (excluding accounts over 90 days, off-sets and inter-company accounts);

_% of inventory:

less security interests or charges held by other parties and specific payables which have or may have priority over the Bank's security.

Advances against inventory are limited to $ . J Working capital is to be maintained at all times in excess of S .

| J Tangible Net Worth (TNW) is to be maintained in excess of $ at all times. TNW is defined as the sum of

share capital, earned and contributed surplus and postponed funds less (i) amounts due from officers/affiliates, (ii) investment in affiliates, and (iii) intangible assets as defined by the Bank.

The ratio of Debt (including deferred taxes) to Tangible Net Worth is not to exceed : 1.

REPORTING

Until all debts and liabilities under the Credit Line have been discharged in full, you will provide the Bank with the following:

Annual Financial Statements - audited/prepared' within days of your fiscal year end.

| Interim Financial Statements - monthly/quarterly* within days of period end. •DELETE ONE | Statement of Security/Borrowing Base Calculation* - monthly/quarterly* within days of period end.

FEES

Until all debts and liabilities under the Credit Line have been discharged in full, you will pay the following fees applicable to the Credit Line:

|| Application Fee $ Frequency

Renewal Fee $ Frequency

[ J Interim Credit Request Fee $ Frequency

II Commitment Fee $ Frequency

Lj Standby Fee % Frequency

I Administration Fee $ Frequency

Ij Loan Administration Fee $ Frequency

!| Security Monitoring Fee $ Frequency

[ Late Reporting Fee $ Frequency

0 Default Fee $ Frequency

1 I Other Fee S Frequency

(SPECIFY) H CUSTOMER'S INITIALS CUSTOMER'S INITIALS

Page 4 of 4

This is Exhibit “E” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 < 60

'V .f

§ Scotiabank® Scotiabank Visa Business Card Agreement

This Agreement is dated as of j ^ to SoKt ("Agreement"). (MONTH) (DAV| (YEAR)

Between .ia543.1J3_QniacioJJmited. (LEGAL NAME AND FULL MAILING ADDRESS)

100 King St. West Chatham ON N7M 6A9 _ ("Company")

and THE BANK OF NOVA SCOTIA

4715 TAHOE BOULEVARD, MISSISSAUGA, Ontario L4W 0B4 ("Bank"). (ADDRESS)

In this Agreement, you and your refer to Company and its Designated Cardholders. We, our, us, and the Bank refer to The Bank of Nova Scotia.

If you sign this Agreement, or the reverse of the card when we issue you a Visa* card or cards ("Card" or "Cards"), or provide Company with a renewal or replacement Card or Cards, and you keep or use the Cards, you agree to the terms and conditions of this Agreement, and where applicable, the Scotiabank Group Privacy Agreement (available at www.scotiabank.com). Your credit application is incorporated into and forms part of this Agreement.

COMPANY'S RIGHTS AND OBLIGATIONS Using the Card You can use the Cards we supply to you, wherever they are accepted to buy goods or services ("Purchases"), and for other purposes we may authorize from time to time. At your request, we will supply you with additional Cards for Purchases or cash advances.

Using the online Scotiabank Visa Business Card Management application, the Company will designate for us certain employees ("Designated Cardholders" ) to whom we will issue a Card embossed with the name of the Company and the Designated Cardholder name. If you ask the Bank to not emboss a Designated Cardholder's name on a Card that may impact the insurance coverage that applies to transactions including coverage for Purchases made on that Card. The Bank recommends the embossing of the Designated Cardholder on each Card. You may impose use restrictions for any Cards issued to you, so long as your Card use restrictions comply with this Agreement, Visa regulations, and applicable law. The Company is solely responsible for all activities of its Designated Cardholders, and is responsible for obtaining from its Designated Cardholders any agreements or commitments you consider necessary to govern their use of the Cards. Only Designated Cardholders may obtain cash advances from financial institutions that accept the Card. By using the Card with a personal identification number ("PIN"), Designated Cardholders can also obtain cash advances at any automated bank machine ("ABM") that we designate and displays the Visa* logo. If a Card is used by a Designated Cardholder to obtain a cash advance, you are assumed to have authorized the transaction.

You agree that all transactions, including all Purchases made using the Cards and all cash advances made using the Cards, will be for your business purposes. Your violation of this provision does not relieve you of your obligations to repay us for all such amounts along with any interest, fees or other amounts you may owe us pursuant to this Agreement.

Identification

Company warrants that, prior to requesting cards for any potential Designated Cardholder, Company shall have obtained, verified, and recorded information that verifies the identity of each potential Designated Cardholder. Further. Company warrants that any card request sent to the Bank by the Company shall only be for a potential Designated Cardholder that has been screened, whose identity has been verified and who is allowed to be issued a Card by, but not limited to, applicable Federal laws related to the prevention of money laundering and funding of terrorism as required of financial institutions.

Scotiabank Visa Business Card Coordinator The Company will designate up to two (2) of your employees as "Scotiabank Visa Business Card Coordinator(s)" (the "Card Coordinator(s)") by completing and sending us a signed "Scotiabank Visa Business Card Coordinator Designation" forrn(s). All dealings and communications between you and the Bank in connection with the Cards will be conducted through the Card Coordinator(s). We may rely exclusively on any directions, authorizations and other communications we receive from a Card Coordinator whether communicated verbally, electronically or in writing. The Card Coordinator(s) will be responsible for notifying us of all Designated Cardholder misuse or termination, Designated Cardholder name changes, Card use restrictions, any change in address .of the Company or a Designated Cardholder and any other information which we require to keep our records up to date.

1830513 (05/17) Page I of 7 61

Data and Privacy Company understands that the Bank may outsource the processing and housing of Program information and data to a jurisdiction outside Canada. Company further understands that law enforcement authorities in the jurisdiction, under applicable legislation or statutes in the jurisdiction, may access the information and data. From time to time, the Designated Cardholder acknowledges and consents that the Company may request and receive reports showing data and information regarding the Company's Program that may contain data and personal information pertaining to the purchases, travel arrangements and other activities of the Company's Designated Cardholders. The Designated Cardholder acknowledges that they have been given notice of this use of information. The Designated Cardholder explicitly consents to the collection, use and disclosure of such data and personal information to the Bank, the Company and other third parties. By signing this Agreement, the Company warrants to the Bank that the Company will abide by any and all applicable legislation including all laws governing privacy and personal information. The Company warrants that il will inform Designated Cardholders prior to requesting this information from the Dank, however failuie lu du so will not reduce the ambit of the consents given in this Agreement.

Repaying the Amounts You Owe When you use the Cards or allow others to use them, you incur a debt owed to us ("debt"). Interest, service charges and annual fees that we may charge you under this Agreement will be added to Company's debt and are not refundable, even if this Agreement is cancelled or terminated. If we use the services of a third party to retrieve any Card from you, we may add the cost of the Card retrieval to your debt. You agree to repay us in full any debt you owe to the Bank. All amounts payable under this Agreement are the responsibility of the Company.

Making Your Monthly Payments The Bank will provide you with access to an electronic monthly statement (the "Corporate Statement") containing information about each transaction during the statement period. The Bank is also authorized by you to issue to each Designated Cardholder access to an electronic monthly memo statement (the "Cardholder Monthly Statement"). All indebtedness incurred through the use of our Cards is billed and payable in the Card currency. You agree to pay us, in full, the sum of all debt shown in your electronic Corporate Statement, in the currency stated in the statement. Interest is payable on cash advances from the transaction date indicated on the Corporate Statement to the date payment is received in full. Payment in full is due by the due date shown on your Corporate Slalement or electronic notification, and any outstanding amounts will be debited from your business account on the due date shown on your Corporate Statement or electronic notification. The Company authorizes the Bank to debit the following Scotiabank business account for all or any portion of the debt it owes to the Bank:

Canadian Dollar Scotiabank Business Account Full Account Number H3( 01133)?.

Requesting Cardholder Services You have requested the features, benefits and services provided automatically with the Card. You understand that optional services may be available at an additional cost to you. You understand that firms independent of us may supply some Card features, benefits or services and that we are neither responsible nor liable for them. We are not liable if the C-ard(s) are not accepted or honoured at any time.

Cash Back Program

There is an annual Cash Back program, as described below, associated with each Card that is part of a Canadian Card Currency Program (the " Cash Back Program"). The Cash Back Program is based on the monthly billing cycles in each 12-month period from September 16 to September 15 (the "Cash Back Rebate Period"). At the end of the Cash Back Rebate Period, the Bank will credit the Customer with the amount of the Cash Back earned (the "Cash Back") by October 31st, on an annual basis, as described below.

Cash Back will only be made once a year and will be based on transactions recorded for each Designated Cardholder under your Cash Back Program less Cash Advances, annual fees and other fees or service charges, refunds, returns or other similar credits, unauthorized transactions and fraudulent transaction and if applicable interest.

10308 13405/1 7) Page 7 of 7 62

Annual spending levels per card Cash Back rate Maximum Cash Back (per Program)

$0 - S7.499.99 No Cash Back N/A

S7.500- 1.00% $25,000

Cash Back is paid to each Card in the Program that has reached the annual spend of $7,500. For example, if a Card in the Program reaches $8,500 in annual spend you will receive a rebate of $85. However if a Card has only received an annual spend of $6,500 during the Cash Back Rebate Period, that Card will earn no Cash Back as it has not met the minimum spend requirement of $7,500 per Card.

Maximum Rebate The maximum Cash Back that can be earned is $25,000 (calculated based on the Cash Back that is awarded to all Cards issued for your Program). We reserve the right to modify the Cash Back Program from time to time in our sole discretion without notice to you. Each Card must be in good standing at the time the Cash Back is awarded (payout) otherwise the Cash Back will not be awarded by the Bank.

Calculation of your annual Cash Back Cash Back will be calculated at the rate of 1% of the amount of all Designated Cardholder qualified transactions (on an aggregate Customer basis) less cash advances, annual fees and other fees or service charges, refunds, returns or other similar credits, unauthorized transactions and fraudulent transactions and if applicable interest (the "Net Cash Back").

If your Net Cash Back (on an aggregate basis) is in a negative position at the end of the annual Cash Back Rebate Period, we will not pay any Cash Back for the Cash Back Rebate Period.

Reporting on the Cash Back Program

• Your Card Coordinator will receive a monthly notification from us showing those eligible transactions that qualify for Cash Back for each Designated Cardholder. • The Bank reserves the right to determine, in its sole discretion, whether a transaction qualifies for Cash Back.

Payment of the Cash Back

• Payment of the Net Cash Back will be done annually after the Cash Back Rebate Period each October 31st • Payment of the Not Cash Back will be made electronically to the Account and not to the individual Designated Caidholdcr. . To receive your Not Cash Back, your Account must be in active and in good standing at the time of payment undor tho Cash Back Program. • If you cancel your Cards and exit the Cash Back Program at any time, you will not be entitled to any Cash Back unless you continue to have a Scotiabank business account that is open and in good standing with us as of the applicable award (payout) date of October 31st and in that case, the Bank will credit that other Scotiabank business account with the Cash Back.

Telling us about Loss, Theft or Unauthorized Use You will inform the Scotiabank Visa Business Card Service Centre (as indicated in your Card Coordinator Guide) by telephone or in writing immediately upon discovering the loss, theft or unauthorized use of any Visa Card or PIN issued to the Company or Designated Cardholder. If you even suspect unauthorized use of any card or PIN, you will notify us immediately. Should you chooco to advice uc in writing, the date of receipt by the Bank of the notification chall be the actual notification dato. If any Card ic lost or stolen, you will be liable for debts, including accruod intoroct, resulting from their uce prior to your notification to the Bank that they have been lost or stolen.

Changing Addresses You will advise us of any change in the address of Company or a Designated Cardholder and you will give us other information that we may need from time to time to keep our records up to date.

Keeping the Personal Identification Number (PIN) Confidential You and the Company's Designated Cardholders agree to keep each PIN assigned to a Card in safe keeping and confidential and to keep them separate at all times. If you or the Company's Designated Cardholders do not keep each PIN confidential, or you ctorc the Cards and the PINs in a way that would enable someone other than a Designated Cardholder to use them together, you will be liable for all debt, including accrued interest, which may arise from their use in such circumstances. In order to ensure confidentiality of the PINs each Designated Cardholdor must choose passwords that arc not easily identified.

Telling us about Errors If you think your Corporate or Cardholdor Monthly Stotomont contains any errors, or if you need more information nbout a transaction on a statement you must contact us by phone at the Scotiabank Visa Business Card Centre, 1-888-823-9657 or fax us at 1-416-701-7022 within 10 days of the date of the Company or Cardholder Monthly Statement.

1830813 (05(17) lJage 3 or 7 63

After that time, the statement will be considered to be correct unless you can provide us with written proof that it is not. We will require the following information: • The cardholder name, account number and significant date (password). • The dollar amount of the suspected error and an explanation of why you believe there is an error.

Settling disputes If a dispute arioco about a transaction for which any of the Company's Visa cords wore used, you must first attempt to settle it directly with the merchant or business concerned. You are also responsible for returning defective merchandise and ensuring proper credit is received. If this dispute is not resolved to the Company's satisfaction we may investigate any such dispute by your contacting the Scotiabank Visa Business Card Service Centre within 70 days of transaction date to initiate. If we investigate a dispute we will remove the disputed itom(s) from the Company's statement and you do not have to pay the portion of its debt owed in connection with a disputed transaction amount up to sixty (60) days while oui Scotiabank Visa Business Card Centre investigates such dispute. However Company will remain obligated to pay the balance of its Corporate Statement debt, which is not in dispute. Interest continues to be charged during this period. If you are held to be liable, any amount in question becomes payable at the earlier of the time investigation ic completed to the Bank's reasonable satisfaction, or 60 days from the payment due date for the Corporate Statement on which the amount in question first appeared, whichever is earlier. We make no representation or promise in regards to settling a dispute.

Cancelling Cards

You will promptly advise the Scotiabank Electronic Banking Contact Centre (as indicated in your Card Coordinator Guide) if a Dosignatod Cardholder ceases to bo authorized to use the Card, and retrieve all Cards and surrender such Cards to the Bank. We can cancel this Agreement and require you to give your Cards back to us or to someone acting on our behalf, upon our demand. Cancellation of cards by either party does not relieve you of your responsibility to pay any debt you may owe the Bank. When a Designated Cardholder has used the Card to authorize preauthorized payments on a continuing basis you are responsible for all such charges to the Card until you terminate such preauthorized payment arrangements with each payoo. The Card Coordinator will require each Designated Cardholder to provide a current list of all such preauthorized payment arrangements that arc to be paid by the Designated Cardholder by use of the Card. On the cancellation of the Card by the Card Coordinator(s) following the cancellation of a Designated Cardholder's use of the Card (either during employment or following termination of the employment of a Designated Cardholder) or on termination of this Agreement, the Card Coordinator(s) will notify the payees of all such preauthorized payment arrangements that all future preauthorized payments on the Card are immediately cancelled and will bo returned by the Company if processed on behalf of the payee.

Observing your Cards Expiry Date

You agree not to use any Card after the expiry date embossed on a Card. If a Card is used after its expiry date, you agree to pay any debts that are related to or arise from such use.

Not Exceeding your Credit Limit In connection with the use of all the Cards supplied to you, the Bank has assigned you an Aggregate Credit Limit of up to $ 100,000.00 CAD. Each Card is subject to an individual Card credit limit ("Individual Credit Limit") set out in the online Scotiabank Visa Business Card Management Application. You are responsible for ensuring the Aggregate Credit Limit and the Individual Credit Limits are not exceeded. The Bank may change the Aggregate Credit Limit as determined by the Bank in consultation with the Card Coordinator and in conjunction with a credit review.

Insurances Insurance certificates will be delivered to each Card Coordinator, as applicable, at the time of card issuance.

OUR RIGHTS AND OBLIGATIONS

Charging Interest on Purchases, Cash Advances and Service Charges

You agree to pay us interest as set out below. You must make payment in full of the amount due shown on the Corporate Statement and Cardholder Monthly Statements (representing Purchases, cash advances, interest, service charges transaction fees, or other fees) by the due date shown on the monthly statement. We will debit your designated Bank account for the full amount due on the due date shown on the monthly statement.

Interest is payable on cash advances from the transaction date indicated on the Statement to the date payment is received in full. The interest rate applicable to cash advances is 19.99%. You will also be charged a transaction fee of $5.00 CAD/USD (in your program currency) per cash advance made on the Card at ABMs where Visa credit cards are accepted. If Company makes payment in full on or before the due date, we will not charge you interest on any Purchase, service charge, transaction fee or other fee that appears on the statement. If payment is not made in full. Purchases, service charges, transaction fees or other fees are subject to interest from the transaction date indicated on the Statement to the date it is repaid in full. Our rate of interest, applicable to all transactions except cash advances is our "Scotiabank Visa Business Card interest rate".

183U813 (05/17) Page A of 7 64

This interest rate is the Bank's prime lending rate, from time to time, as of the first business day of each calendar month plus 10.00% per annum, and is applied for the remainder of the current Statement period up to and including the current Statement period's Statement date, if payment in full is not received on or before the due date. The Bank's prime lending rate is posted and available for your review in the Bank's branches and online at www.scotiabank.com. Adding Interest to Company's Debt We calculate interest on Company's average daily balance for each Statement period and we 3dd it to Coinpany's debt and report it on Company's statement as set out above. We calculate the amount of interest for each statement period by multiplying the average daily balance of the debt on which interest is payable by either the Scotiabank Visa Business Caid interest rate or the interest rate of 19.99% that applies to cash advances as applicable (which is determined based on whether the debt is a cash advance or other transaction), then divide this by 365 days to get the amount of inter est charged per day. This is then multiplied by the number of days in the monthly statement cycle to get a monthly interest charge. We get the average daily balance by taking the beginning balance of the debt on which interest is payable each day during the statement period, add any new transactions as of the date of the transaction, and subtract any payments and credits we apply to your debt as of the date each is applied. Then we add up all of the daily balances for the statement period and divide the total hy the number of days in the statement period to get the overage daily balance. Interest calculated on Cash Advances is 19.99% calculated from the date the cash advance transaction takes place until payment is made. This is reported on your statement as a Cash Finance Charge and interest calculated on Purchases, service charges, transaction fees or other fees due to late payment is reported as a Purchase Finance Charge.

Rush Card Fee: A new section is added to the Agreement below the section "Requesting Cardholder Services" to add the new Rush Card fee of $35.

Rush Card Fee

You may request that we rush deliver a Card to a Designated Cardholder. If we do so, you will pay a fee of S35 per rush Card delivery. The rush card fee will be charged to the Designated Cardholder's Monthly Statement and will also appear on the Company's Monthly Statement on the date the request is processed. Rush cards will be delivered within 3-4 business days when Card(s) is ordered before 3 p.m. EST.

Telling you about Interest Rates, Service Charges and our Fees

You will pay the Bank fee(s) for the Cards as specified below:

Gold Card Annual Fees (per Card) Silver Card Annual Fees (per Card)

Canadian Dollar Program (CAD):

$105 (CAD) $75 (CAD)

U.S. Dollar Program (USD):

$105 (USD) $75 (USD)

Fees to be charged at setup and annually thereafter. Reporting option is determined at the Company level, not the Card level. The first annual fee for the Cards issued will appear on your first monthly statement and is not refundable. We may change any service charges or transaction fees from time to time and will give you 60 days prior notice of any such changes.

Please note that VRU (Voice Response Unit) Card Activation is a mandatory feature within the Scotiabank Visa Business Card Program. All cardholders will receive nonactivated cards. They will be required to call The Bank's Support Number and activate their cards via an automated process in order to use their cards.

Applying Payments We apply payments first to interest charges that we have billed, then to any billed fees and service charges, then to any billed cash advances. Next we apply payments to any billed Purchases on which interest is payable then to billed Purchases on which interest is not yet payable. We then apply payments to unbilled current cash advances and finally to any unbilled current Purchases.

Applying Credit Vouchers If a business gives you a credit, we will reduce Company's debt by that amount when the credit is received by us. We apply Company's credits first to any billed cash advances then to billed Purchases on which interest is payable. We then apply your credits to any unbilled current cash advances and finally to any unbilled current Purchases. Foreign Currency Transactions

All your debt incurred through the use of a Canadian dollar Card will be billed and payable in Canadian currency. All Canadian dollar Card transactions completed in a currency other than Canadian dollars will be converted and posted to the Corporate Statement in Canadian currency. This includes debit and credit vouchers.. Visa International determines the foreign currency exchange rate for Cards on the date a transaction item is received and debited or credited to Company's Designated Cardholder's Card(s). The exchange rate at the date of conversion may be

1830313 (05/17) Page 5 of 7 65

different from the rate in effect on tho dato the transaction was mado. (For information purposes, the exchange rate includes an additional amount equal to 2.50% of the converted amount, which is applied to both debit and credit transactions). Any gains mado and any losses incurred by Company on foreign currency transactions following a debit and a credit on a Card due to currency rate fluctuations between the date the debit is posted to the Company's Card and the date any subsequent credit is posted to Company's Card are for the account of Company 3nd shall bo payablo to or by Company (as the case may be). We will not assume any risk of foreign currency exchange gains or losses from cross currency conversions resulting from Company's use of the Cards.

Automatic Banking Machines (ABMs) The amount n Designated Cardholder may withdraw each day as a cash advance from an ABM is limited to the amount of the individual Card Credit Limit and is 3lso subject to the ABM withdrawal limit set by the Bank or by other financial institution. The amount a Designated Cardholder may withdraw each day as a cash advance on the Card in an over the counter transaction at a financial institution is limited to the amount of the individual Card Credit Limit and is also subject to the daily allowable cash advance credit limit which wo assign for your Cards. Over the counter transactions using a Card are subject to Card verification and authorization by the financial institution processing the transaction. The Bank is not liable for any losses the Company may suffer as a result of unauthorized cash advances obtained by Designated Cardholders using the Cards at any time. The Company is responsible for the repayment to the Bank of all cash advances obtained by a Designated Cardholder, including interest thereon, prior to your notification to the Bank that a Card has been lost or stolen.

Visa Canada regulations state that an ABM acquirer should not add a surcharge or fee to the cash advance transaction amount through the use of the Card, unless local law expressly provides that an ABM acquirer be permitted to impose a surcharge.

Preparing and Sending Monthly Statements Monthly Corporate and Cardholder statements are only prepared on business days, so the time between statements may vary from 27 to 34 days depending upon the number of business days in the month in which a statement is issued. If the end of the cycle date falls on a weekend or holiday, the statements will be prepared on the business day prior.

Security If this credit account is secured by a mortgage, hypothec or security agreement, you will not further encumbor tho property without our permission. If you sell the property which is subject to the mortgage, hypothec or security agreement, you agree that you will immediately repay to us all amounts owing under this agreement.

TERMINATION We may cancel this agreement and/or require you to pay your debt immediately if: You do not carry out your obligations under this agreement or any service agreement which forms part of this agreement; you become bankrupt, insolvent or any actions are taken to place you in bankruptcy, receivership, etc.; upon legal attachment, seizure, lien or execution against you or your property; or if any Card or PIN is used contrary to this agreement. Termination of this agreement does not relieve your liability for making all payments required under the agreement.

Termination for Convenience The Company or the Bank may on thirty (30) days prior written notice to the other party hereto terminate the Agreement for convenience. In the event of such termination, the Bank shall be repaid the full balance of all Cardholder accounts, and any other amounts payable under the Agreement will be immediately due and payable in full.

Termination for Credit Risk

The Bank may on written notice to the Company terminate this Agreement due to a decline in the ciedit worthiness of the Company which in the reasonable opinion of the Bank increases the credit rick of the Bank in regard to the credit to which tho Bank ic exposed under this Agreement. The termination of this Agreement shall be effective at the date and time set uul in the notice of termination. The Company agrees that any material deterioration in tho crodit worthiness of the Company is a cause for immediate termination of this Agreement by the Bank.

Overhead Costs or Profits Whether the Bank terminates the Agreement with or without cause, in no event shall the Bank be responsible for termination expenses, for overhead costs associated with the Agreement, for any profits the Company or the Affiliates would have earned if it or they had completed the term of the Agreement, or for any special, consequential, punitive, incidental or indirect damages. Offset Wo may debit any other account you have with us with the amount of any payment you are required to make to us under this agreement and credit the amount to the outstanding debt under this agreement.

WARRANTIES AND REPRESENTATIONS We make no warranties, representations or conditions whatsoever, except as stated in this Agreement. We will not be liable for any damages of any kind related to your use of tho Cards, or any of the features, benefits or services contemplated in this Agreement, even if you have notified us in advance of such possible damages.

183081 1(0507! Page R of 7 66

We will not be liable for the inability to perform the whole or any part of the features, benefits or services contemplated under this Agreement, which is reasonably beyond our control. In no event, will we be responsible for the activities of any third party. No claim arising from this Agreement may be brought by you more than one (1) year after your disputed matter occurred or a longer period if required by local laws. Notice of Agreement Changes and Guideline We may change this Agreement or the features, benefits or services that arc available with the Cards at any time, but we will give you written notice before we make any such changes except in the case of features, benefits or services supplied by firms independent of us, which may be changed any time without notice. You agree that we will have satisfied our written notice obligation to you about anything contemplated under this Agreement, or any other matter relating to ihe Cards, when we send such notice to you at the address first written above by electronic transmission or mail, or hand deliver it, to the most recent Company address on our records. You also agree that our giving written notice to you constitutes written • notice being provided to all users of the Cards. We may from time to time issue you guidelines related to the proper use of the Cards, or other services contemplated under this Agreement and you must comply with those guidelines.

Applicable Law This Agreement and the transactions contemplated hereby, and any claim, dispute or controversy (whether in contract, tort or otherwise) at any time arising from or relating to this Agreement or the transactions contemplated hereby, are governed by and construed in accordance with applicable Canadian federal law and the applicable laws of the Province in which the Company resides. The legality, enforceability and interpretation of this Agreement and the amounts contracted for, charged and reserved under this Agreement will be governed by such laws.

Third Party Determination Will this Seotiabank Visa Business Card account be used to conduct business on behalf of someone other than the named account holder? 0NO P]Yes - Complete the Third Party Determination form

English Language Applicable in the province of Quebec only. It is the express wish of the Company and the Bank that this Agreement end any related documents be drawn up in English. Les parties conviennent que la presente convention et tous les documents s'y rattachant soient rediges et signes en anglais. The parties sighing below on behalf of the Company certify that they are legally able to sign on behalf of the Company.

1854313 Ontario Inc. (COMPANY FULL LEGAL NAME)

TITLE

The Bank of Nova Scotia

TITLE

DATE RECEIVED

RECORDED.

APPROVED.

E.O. AUDITOR

1830813 (05/17) * Restored trademark of The Bank of Nova Scotia • visa Int./Uc. user The Bank cm Nova Scona Page 7 of 7

This is Exhibit “F” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 67

GENERAL SECURITY AGREEMENT

1. 1854313 Ontario Limited

(NAME OF CUSTOMER)

of 100 King Street, West. Chatham, ON, N7M6A9 (the "Customer")

(ADDRESS OF CUSTOMER) for valuable consideration grants, assigns, transfers, sets over, mortgages and charges to THE BANK OF NOVA SCOTIA, at its Branch located at 471 5 TAHOE BOULEVARD, MISSISSAUGA, ON L4W0B4

(ADDRESS OF BRANCH)

(the "Bank") as and by way of a fixed and specific mortgage and charge, and grants to the Bank, a security interest in the present and after acquired undertaking and property (other than consumer goods) of the Customer including without limitation all the right title, interest and benefit which the Customer now has or may hereafter have in all property of the kinds hereinafter described (the "Collateral"):

(a) all goods comprising the inventory of the Customer including but not limited to goods held for sale or lease or that have been leased or consigned to or by the Customer or furnished or to be furnished under a contract of service or that are raw materials, work In process or materials used or consumed in a business or profession or finished goods and timber cut or to be cut, oil, gas, hydrocarbons, and minerals extracted or to be extracted, all livestock and the young and unborn young thereof and all crops;

(b) all goods which are not inventory or consumer goods, including but not limited to furniture, fixtures, equipment, machinery, plant, tools, vehicles and other tangible personal property, whether described in Schedule "A" hereto or not;

(c) all accounts, including deposit accounts in banks, credit unions, trust companies and similar institutions, debts, demands and choses in action which are now due, owing or accruing due or which may hereafter become due, owing or accruing due to the Customer, and all claims of any kind which the Customer now has or may hereafter have including but not limited to claims against the Crown and claims under insurance policies;

(d) all chattel paper;

(e) all money;

(f) all warehouse receipts, bills of lading and other documents of title, whether negotiable or not;

(g) all instruments, including but not limited to bills, notes, cheques, letters of credit, and advices of credit;

(h) all investment property, including but not limited to shares, stock, warrants, bonds, debentures, debenture stock and other securities (whether evidenced by a security certificate or an uncertificated security) and financial assets, security entitlements, securities accounts, futures contracts and futures accounts;

(i) all intangibles including but not limited to contracts, agreements, options, clearing house options, permits, licences, consents, approvals, authorizations, orders, judgments, certificates, rulings, insurance policies, agricultural and other quotas, subsidies, franchises, immunities, privileges, and benefits and ail goodwill, patents, trade marks, trade names, trade secrets, inventions, processes, copyrights and other industrial or intellectual property;

(j) with respect to the personal property described in subparagraphs (a) to (i) inclusive, all books, accounts, invoices, letters, papers, documents, disks, and other records in any form, electronic or otherwise, evidencing or relating thereto; and all contracts, investment property, securities, instruments and other rights and benefits in respect thereof;

(k) with respect to the personal property described in subparagraphs (a) to (j) inclusive, all parts, components, renewals, substitutions and replacements thereof and all attachments, accessories and increases, additions and accessions thereto; and

(I) with respect to the personal property described in subparagraphs (a) to (k) inclusive, all proceeds therefrom (other than consumer goods), including personal property in any form or fixtures derived directly or indirectly from any dealing with such property or proceeds therefrom, and any insurance or other payment as indemnity or compensation for loss of or damage to such property or any right to such payment, and any payment made in total or partial discharge or redemption of an intangible, chattel paper, instrument, security or investment property; and

In this Agreement, the words "goods", "consumer goods", "account", "account debtor", "inventory", "crops", "equipment", "fixtures", "chattel paper", "document of title", "instrument", "money", "security", or "securities", "intangible", "receiver", "proceeds", "accessions", "certificated security", "clearing house option", "control", "financial asset", "futures account", "futures contract", "futures intermediary", "investment property", "securities account", "securities intermediary", "security certificate", "security entitlement", and "uncertificated security" shall have the same meanings as their defined meanings where such words are defined in the Personal Property Security Act of the province or territory in which the Branch of the Bank mentioned in paragraph 1 is located, such Act including any amendments thereto, being referred to in this Agreement as "the PPSA". In this Agreement "Collateral" shall refer to "Collateral or any item thereof".

2. The fixed and specific mortgages and charges and the security interest granted under this Agreement secure payment and performance of all obligations of the Customer to the Bank, including but not limited to all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Customer to the Bank in any currency or remaining unpaid by the Customer to the Bank in any currency, whether arising from dealings between the Bank and the

2311119 (12/13) Page 1 of 5 68

Customer or from other dealings or proceedings by which the Bank may be or become in any manner whatever a creditor of the Customer and wherever incurred, and whether incurred by the Customer alone or with another or others and whether as principal or surety, including all interest, commissions, legal and other costs, charges and expenses (the "Obligations").

3. The Customer hereby represents and warrants to the Bank that:

(a) all of the Collateral is, or when the Customer acquires any right, title or interest therein, will be the sole property of the Customer free and clear of all security interests, mortgages, charges, hypothecs, liens or other encumbrances except as disclosed by the Customer to the Bank in writing;

(b) the Collateral insofar as it consists of goods (other than inventory enroute from suppliers or enroute to customers or on lease or consignment) will be kept at the locations specified in Schedule "B" hereto or at such other locations as the Customer shall specify in writing to the Bank and subject to the provisions of paragraph 4(j) none of the Collateral shall be moved therefrom without the prior written consent of the Bank;

(d) none of the Collateral consists of consumer goods; and

(e) this Agreement has been properly authorized and constitutes a legally valid and binding obligation of the Customer in accordance with its terms.

4. The Customer hereby agrees that:

(a) the Customer shall diligently maintain, use and operate the Collateral and shall carry on and conduct its business in a proper and efficient manner so as to preserve and protect the Collateral and the earnings, incomes, rents, issues and profits thereof;

(b) the Customer shall cause the Collateral to be insured and kept insured to the full insurable value thereof with reputable insurers against loss or damage by fire and such other risks as the Bank may reasonably require and shall maintain such insurance with loss if any payable to the Bank and shall lodge such policies with the Bank;

(c) the Customer shall pay all rents, taxes, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same shall become due and payable, and shall exhibit to the Bank, when required, the receipts and vouchers establishing such payment;

(d) the Customer shall duly observe and conform to all valid requirements of any governmental authority relative to any of the Collateral and all covenants, terms and conditions upon or under which the Collateral is held;

(e) the Customer shall keep proper books of account in accordance with sound accounting practice, shall furnish to the Bank such financial information and statements and such information and statements relating to the Collateral as the Bank may from time to time require, and the Customer shall permit the Bank or its authorized agents at any time at the expense of the Customer to examine all books of account and other financial records and reports relating to the Collateral and to make copies thereof and take extracts therefrom;

(f) the Customer shall furnish to the Bank such information with respect to the Collateral and the insurance thereon as the Bank may from time to time require and shall give written notice to the Bank of all litigation before any court, administrative board or other tribunal affecting the Customer or the Collateral;

(g) the Customer shall defend the title to the Collateral against all persons and shall keep the Collateral free and clear of all security interests, mortgages, charges, liens and other encumbrances except for those disclosed to the Bank in writing prior to the execution of this Agreement or hereafter approved in writing by the Bank prior to their creation or assumption;

(h) the Customer shall, upon request by the Bank, execute and deliver all such financing statements, certificates, further assignments and documents and do all such further acts and things as may be considered by the Bank to be necessary or desirable to give effect to the intent of this Agreement and the Customer hereby irrevocably constitutes and appoints the Manager or Acting Manager for the time being of the Branch of the Bank mentioned in paragraph 1 , the true and lawful attorney of the Customer, with full power of substitution, to do any of the foregoing in the name of the Customer whenever and wherever the Bank may consider it to be necessary or desirable;

(i) the Customer shall promptly notify the Bank in writing of any event which occurs that would have a material adverse effect upon the Collateral or upon the financial condition of the Customer and immediately upon the Customer's acquisition of rights in any vehicle, mobile home, trailer, boat, outboard motor for a boat, aircraft or aircraft engine, shall promptly provide the Bank with full particulars, including serial number, of such Collateral; and

(j) the Customer will not change its name or the location of its chief executive office or place of business or sell, exchange, transfer, assign or lease or otherwise dispose of or change the use of the Collateral or any interest therein or modify, amend or terminate any chattel paper, document of title, instrument, security, investment property or intangible, without the prior written consent of the Bank, except that the Customer may, until an event of default set out in paragraph 9 occurs, sell or lease inventory in the ordinary course of the Customer's business.

5. Until an event of default occurs, the Customer may use the Collateral in any lawful manner not inconsistent with this Agreement or any other agreement to which the Bank and the Customer are parties, but the Bank shall have the right at any time and from time to time to verify the existence and state of the Collateral in any manner the Bank may consider appropriate and the Customer agrees to furnish all assistance and information and to perform all such acts as the Bank may reasonably request in connection therewith, and for such purpose shall permit the Bank or its agents access to all places where Collateral may be located and to all premises occupied by the Customer to examine and inspect the Collateral and related records and documents.

2311119 (12/13) Page 2 of 5 69

6. Before or after an event of default occurs, the Bank may give notice to any or all account debtors of the Customer and to any or all persons liable to the Customer under an instrument to make all further payments to the Bank and any payments or other proceeds of Collateral received by the Customer from account debtors or from any persons liable to the Customer under an instrument, whether before or after such notice is given by the Bank, shall be held by the Customer in trust for the Bank and paid over to the Bank upon request. The Bank may take charge of all proceeds of Collateral and may apply any money taken as Collateral to the satisfaction of the Obligations secured hereby. The Bank may hold as additional security any increase or profits, except money, received from any Collateral in the Bank's possession, and may apply any money received from such Collateral to reduce the Obligations secured hereby and may hold any balance as additional security for such part of the Obligations as may not yet be due, whether absolute or contingent. The Bank will not be obligated to keep any Collateral separate or identifiable. In the case of any instrument, security, investment property or chattel paper comprising part of the Collateral, the Bank will not be obligated to take any necessary or other steps to preserve rights against other persons.

7. Before or after an event of default occurs, the Bank may have any Collateral comprising instruments, shares, stock, warrants, bonds, debentures, debenture stock, securities or other investment property, registered in its name or in the name of its nominee and shall be entitled but not bound or required to vote in respect of such Collateral at any meeting at which the holder thereof is entitled to vote and, generally, to exercise any of the rights which the holder of such Collateral may at any time have. The Customer will also take such steps as the Bank requires to enable the Bank to obtain and maintain control of any investment property, including but not limited to arranging for any issuer of uncertificated securities, securities intermediary or futures intermediary to enter into an agreement satisfactory to the Bank to enable the Bank to obtain and maintain control. The Bank shall not be responsible for any loss occasioned by the exercise of any of any rights contemplated in this paragraph or by failure to exercise the same within the time limited for the exercise thereof.

8. Upon the Customer's failure to perform any of its duties hereunder, the Bank may, but shall not be obliged to, perform any or all of such duties, without waiving any rights to enforce this Agreement, and the Customer shall pay to the Bank, forthwith upon written demand therefor, an amount equal to the costs, fees and expenses incurred by the Bank in so doing plus interest thereon from the date such costs, fees and expenses are incurred until paid at the rate of 3% per annum over the Prime Lending Rate of the Bank in effect from time to time. The "Prime Lending Rate of the Bank" means the variable per annum, reference rate of interest as announced and adjusted by the Bank from time to time for loans made by the Bank in Canada in Canadian dollars.

9. The happening of any one or more of the following events shall constitute an event of default under this Agreement:

(a) if the Customer does not pay when due any of the Obligations;

(b) if the Customer does not perform any provisions of this Agreement or of any other agreement to which the Customer and the Bank are parties;

(c) if the Customer ceases or threatens to cease to carry on its business, commits an act of bankruptcy, becomes insolvent makes an assignment or proposal under the Bankruptcy and Insolvency Act, takes advantage of provisions for relief under the Companies' Creditors Arrangement Act or any other legislation for the benefit of insolvent debtors, transfers all or substantially all of its assets, or proposes a compromise or arrangement to its creditors;

(d) if the Customer enters into any reconstruction, reorganization, amalgamation, merger or other similar arrangement;

(e) if any proceeding is taken with respect to a compromise or arrangement or to have the Customer declared bankrupt or wound up, or if any proceeding is taken, whether in court or under the terms of any agreement or appointment in writing, to have a receiver appointed of any Collateral or if any encumbrance becomes enforceable against any Collateral;

(f) if any execution, sequestration or extent or any other process of any court becomes enforceable against the Customer or if any distress or analogous process is levied upon any Collateral;

(g) if the Bank in good faith believes and has commercially reasonable grounds for believing that the prospect of payment or performance of any Obligation is or is about to be impaired or that any Collateral is or is about to be in danger of being lost, damaged, confiscated or placed in jeopardy.

10. If an event of default occurs, the Bank may withhold any future advances and may declare that the Obligations shall immediately become due and payable in full, and the Bank may proceed to enforce payment of the Obligations and the Customer and the Bank shall have, in addition to any other rights and remedies provided by law, the rights and remedies of a debtor and a secured party respectively under the PPSA and other applicable legislation and those provided by this Agreement. The Bank may take possession of the Collateral, enter upon any premises of the Customer, otherwise enforce this Agreement, enforce its rights under any agreement with any issuer of uncertificated securities, securities intermediary or futures intermediary and enforce any rights of the Customer in respect of the Collateral by any manner permitted by law and may use the Collateral in the manner and to the extent that the Bank may consider appropriate and may hold, insure, repair, process, maintain, protect, preserve, prepare for disposition and dispose of the same and may require the Customer to assemble the Collateral and deliver or make the Collateral available to the Bank at a reasonably convenient place designated by the Bank.

11 . Where required to do so by the PPSA, or other relevant legislation, the Bank shall give to the Customer the written notice required by the PPSA or such other relevant legislation of an intended enforcement or disposition of the Collateral by serving such notice personally on the Customer or by mailing such notice by registered mail to the last known post office address of the Customer or by electronic transmission to the last known electronic mailing or transmission address of the Customer or by any other method authorized or permitted by the PPSA or such other relevant legislation.

2311119 (12/13) Page 3 of 5 70

1 2. If an event of default occurs, the Bank may take proceedings in any court of competent jurisdiction for the appointment of a receiver (which term shall include a receiver and manager) of the Collateral or may by appointment in writing appoint any person to be a receiver of the Collateral and may remove any receiver so appointed by the Bank and appoint another in his stead; and any such receiver appointed by instrument in writing shall, to the extent permitted by applicable law or to such lesser extent permitted, have all of the rights, benefits and powers of the Bank hereunder or under the PPSA or otherwise and without limitation have power (a) to take possession of the Collateral, (b) to carry on all or any part or parts of the business of the Customer, (c) to borrow money required for the seizure, retaking, repossession, holding, insurance, repairing, processing, maintaining, protecting, preserving, preparing for disposition, disposition of the Collateral and for any other enforcement of this Agreement or for the carrying on of the business of the Customer on the security of the Collateral in priority to the security interest created under this Agreement, and (d) to sell, lease or otherwise dispose of the whole or any part of the Collateral at public auction, by public tender or by private sale, lease or other disposition either for cash or upon credit, at such time and upon such terms and conditions as the receiver may determine provided that if any such disposition involves deferred payment the Bank will not be accountable for and the Customer will not be entitled to be credited with the proceeds of any such disposition until the monies therefore are actually received; and further provided that any such receiver shall be deemed the agent of the Customer and the Bank shall not be in any way responsible for any misconduct or negligence of any such receiver.

13. Any proceeds of any disposition of any Collateral may be applied by the Bank to the payment of expenses incurred or paid in connection with seizing, repossessing, retaking, holding, repairing, processing, insuring, preserving, preparing for disposition and disposing of the Collateral (including reasonable solicitor's fees and legal expenses and any other reasonable expenses), and any balance of such proceeds may be applied by the Bank towards the payment of the Obligations in such order of application as the Bank may from time to time effect. All such expenses and all amounts borrowed on the security of the Collateral under paragraph 12 shall bear interest at the rate of 3% per annum over the Prime Lending Rate of the Bank in effect from time to time, shall be payable by the Customer upon demand and shall be Obligations under this Agreement. If the disposition of the Collateral fails to satisfy the Obligations secured by this Agreement and the expenses incurred by the Bank, the Customer shall be liable to pay any deficiency to the Bank on demand.

14. The Customer and the Bank further agree that:

(a) the Bank may grant extensions of time and other indulgences, take and give up security, accept compositions, grant releases and discharges and otherwise deal with the Customer, debtors of the Customer, sureties and others and with the Collateral or other security as the Bank may see fit without prejudice to the liability of the Customer and the Bank's rights under this Agreement

(b) this Agreement shall not be considered as satisfied or discharged by any intermediate payment of all or any part of the Obligations but shall constitute and be a continuing security to the Bank for a current or running account and shall be in addition to and not in substitution for any other security now or hereafter held by the Bank;

(c) nothing in this Agreement shall obligate the Bank to make any loan or accommodation to the Customer or extend the time for payment or satisfaction of the Obligations;

(d) any failure by the Bank to exercise any right set out in this Agreement shall not constitute a waiver thereof; nothing in this Agreement or in the Obligations secured by this Agreement shall preclude any other remedy by action or otherwise for the enforcement of this Agreement or the payment in full of the Obligations secured by this Agreement;

(e) all rights of the Bank under this Agreement shall be assignable and in any action brought by an assignee to enforce such rights, the Customer shall not assert against the assignee any claim or defence which the Customer now has or may hereafter have against the Bank;

(f) all rights of the Bank under this Agreement shall enure to the benefit of its successors and assigns and all obligations of the Customer under this Agreement shall bind the Customer, his heirs, executors, administrators, successors and assigns;

(g) if more than one Customer executes this Agreement their obligations under this Agreement shall be joint and several, and the Obligations shall include those of all or any one or more of them;

(h) if the Customer is a corporation, The Limitation of Civil Rights Act of the province of Saskatchewan shall have no application to this Agreement or to any agreement or instrument renewing or extending or collateral to this Agreement or to the rights, powers or remedies of the Bank under this Agreement;

(i) this Agreement shall be governed in all respects by the laws of the jurisdiction in which the Branch of the Bank mentioned in paragraph 1 is located;

G) the time for attachment of the security interest created hereby has not been postponed and is intended to attach when this Agreement is signed by the Customer and attaches at that time to Collateral in which the Customer then has any right, title or interest and attaches to Collateral in which the Customer subsequently acquires any right title or interest at the time when the Customer first acquires such right, title or interest.

2311119 (12/13) Page 4 of 5 71

The Customer acknowledges receiving a copy of this Agreement.

The Customer expressly waives the right to receive a copy of any financing statement or financing change statement which may be registered by the Bank in connection with this Agreement or any verification statement issued with respect thereto where such waiver is not otherwise prohibited by law.

Signed this day of

Customer: 1854313 Ontario Inc.

Witness:

by: TITLE 21@^40^=nJpper James Street Hamilton, Ontario L9C 3A6 by: TEL 289-755-1006 FAX: 289-755-1 007 TITLE

FULL NAME AND ADDRESS OF THE CUSTOMER (FOR INDIVIDUAL(S), INSERT FIRST GIVEN NAME, INITIAL OF SECOND GIVEN NAME, (FULL IF GIVEN BY INDIVIDUAL(S) SEX SECOND NAME IN ALBERTA, SASKATCHEWAN AND BRITISH COLUMBIA) IF AMY, THEN SURNAME) RECORD DATE OF BIRTH DAY MONTH YEAR M F

SCHEDULE "A"

(Description of Collateral)

If space is insufficient attach additional page headed Page 2 of Schedule "A".

SCHEDULE "B"

(Location of Collateral)

If space is insufficient attach additional page headed Page 2 of Schedule "B".

100 King Street, West. Chatham, ON, N7M6A9

DATE RECEIVED

RECORDED . . . .

APPROVED

E.O. AUDITOR

2311119 (12/13) Page 5 of 5 S Scotiabank 72

The Bank of Nova Scotia Collateral Mortgage (Land Titles Act and Registry Act)

Standard Charge Terms No. 200012

ELECTRONIC DOCUMENT AGREEMENT

1. Meanings. In this agreement, You are each person who has signed below. We are The Bank of Nova Scotia. Direction is an Acknowledgement and Direction, or form of it, attached to this agreement. Property means a property referred to in a direction. Electronic document means any electronic document affecting a property. Without limiting this, you agree that this will be so even if any of the following apply. The terms of the document differ from those set out in a direction or copy received by you. The document includes part of a property or other property. Or no direction for the document is attached to this agreement.

2. Direction. You agree that you have reviewed the information set out in each direction and that all information set out in the direction is accurate.

3. Terms. You agree to the terms set out in each electronic document and in any standard charge terms referenced in the document.

4. Copy. You acknowledge receipt of a print copy of each electronic document (or proposed electronic document), and a copy of any standard charge terms, referenced in each direction.

5. Obligations. You agree that the effect of each electronic document has been fully explained to you by your solicitor. You agree that, when the electronic document is registered, you will be a party to and be bound by the terms of the electronic document. You agree that, when the electronic document is registered, it has the same effect for all purposes as a document that is in writing and is signed by you. You also agree to be bound by each electronic document as if it were part of this agreement.

6. Blank fields. You agree that each electronic document will be complete even if it contains blank fields (these may be covered by standard charge terms). Nor does it imply that we do not have a right under another agreement (for example, a blank field for guarantor does not mean that we do not have a guarantee).

7. Authority. You and the persons signing this agreement authorize every person referred to below to complete any electronic document. You and those persons ratify every electronic document that has been completed. You agree as follows:

1) The persons referred to above are a person to whom a direction is addressed, a member of a firm to which a direction is addressed, a person or firm that has represented you in dealings with us, or that has represented a person or firm that has represented you in dealings with us, a person purporting to act for a land registrar in completing an electronic document, and a person to whom any those persons has given any authority. Everything done through an account with the land registry system and used by any of those persons will be conclusively deemed to be done by the person.

2) Completion of an electronic document described in this authority is conclusive evidence that the document is authorized by this agreement. An electronic document described in this authority will be conclusively deemed to be authorized, even if its completion contravenes any escrow or other agreement, and even if we or anyone acting for us actually knew of the contravention (or should after reasonable inquiries have known of the contravention).

8. Consideration. You are entering this agreement for other consideration and in consideration of one dollar paid by us to you (the receipt of which you acknowledge).

Dated Niov

Witness: ;ta ariiister •oWcitor r i 2£LL> C3 Street J A1 ^ ^ Hamilton, Ontario L9C Name: TEL: 289-755-100 i-755-1 007

Name:

1 % 5V3 >3 o ; o u W/ 3 Name of Corporation By; A- 201-tM1 Upo^icitor Z - ™r arr>es Street Name: iti-Ac ' / 3r>°L9C3A6 * Title: 'Ay ^75^007

Name: 5-y A> Title:

lA/Ve have the authority to bind the corporation

2345714 (2/2000) 73

This Agreement is dated as of | ^ ("Agreement"). (MONTH) (DAY) (YEAR)

Between 1854313 Ontario I imitad (LEGAL NAME AND FULL MAILING ADDRESS)

100 King St. West Chatham ON N7M 6A9 ("Company") and THE BANK OF NOVA SCOTIA

4715 TAHOE BOULEVARD, MISSISSAUGA, Ontario L4W 0B4 ("Bank"). (ADDRESS)

In this Agreement, you and your refer to Company and its Designated Cardholders. We, our, us, and the Bank refer to The Bank of Nova Scotia.

COMPANY'S RIGHTS AND OBLIGATIONS

Using the Card You can use the Cards we supply to you, wherever they are accepted to buy goods or services ("Purchases"), and for other purposes we may authorize from time to time. At your request, we will supply you with additional Cards for Purchases or cash advances.

Only Designated Cardholders may obtain cash advances from financial institutions that accept the Card. By using the Card with a personal identification number ("PIN"), Designated Cardholders can also obtain cash advances at any automated bank machine ("ABM") that we designate and displays the Visa* logo. If a Card is used by a Designated Cardholder to obtain a cash advance, you are assumed to have authorized the transaction.

Identification Company warrants that, prior to requesting cards for any potential Designated Cardholder, Company shall have obtained, verified, and recorded information that verifies the identity of each potential Designated Cardholder. Further, Company warrants that any card request sent to the Bank by the Company shall only be for a potential Designated Cardholder that has been screened, whose identity has been verified and who is allowed to be issued a Card by, but not limited to, applicable Federal laws related to the prevention of money laundering and funding of terrorism as required of financial institutions.

Scotiabank Visa Business Card Coordinator The Company will designate up to two (2) of your employees as "Scotiabank Visa Business Card Coordinator(s)" (the "Card Coordinator(s)") by completing and sending us a signed "Scotiabank Visa Business Card Coordinator Designation" form(s). All dealings and communications between you and the Bank in connection with the Cards will be conducted through the Card Coordinator(s). We may rely exclusively on any directions, authorizations and other communications we receive from a Card Coordinator whether communicated verbally, electronically or in writing. The Card Coordinator(s) will be responsible for notifying us of all Designated Cardholder misuse or termination, Designated Cardholder name changes, Card use restrictions, any change in address of the Company or a Designated Cardholder and any other information which we require to keep our records up to date.

1830813 (05/17) Page 1 of 7

This is Exhibit “G” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 74

POSTPONEMENT 0* Canada AGREEMENT f\lnv/ I Q / ^0)9 DATE To The Bank of Nova Scotia:

THE UNDERSIGNED for valuable consideration hereby agrees that payment of all debts, demands and choses in action which are now due, owing or accruing due or may hereafter become due owing or accruing due to the Undersigned by 1854313 Ontario Limited (herein called "the Customer") shall be postponed to payment in full of all present and future indebtedness and other liability of the Customer to THE BANK OF NOVA SCOTIA (herein called "the Bank"); and the Undersigned hereby assigns and transfers to the Bank, as security for all present and future indebtedness and other liability of the Customer to the Bank, all debts, demands and choses in action which are now due, owing or accruing due or may hereafter become due, owing or accruing due to the Undersigned by the Customer and also all securities and rights of any nature which now are or may hereafter be held by the Undersigned as collateral thereto, and the Undersigned agrees that all moneys received by the Undersigned in payment of any of the said debts, demands and choses in action shall be received and held by the Undersigned in trust for the Bank.

THE UNDERSIGNED understands and agrees that this Agreement shall not suspend or otherwise affect the present or future rights and remedies of the Bank with respect to the present or future indebtedness and other liability of the Customer to the Bank, or with respect to the securities and rights of any nature which the Bank now holds or may hereafter receive from the Customer as collateral to the said indebtedness and other liability.

THIS AGREEMENT shall be binding also upon the heirs, executors, liquidators, for succession purposes administrators and assigns of the Undersigned.

THE PARTIES have requested that this document be drafted in the English language. LES PARTIES ont demande que ce document soit redige en anglais.

THE UNDERSIGNED hereby waives the Undersigned's right to receive a copy of any financing statement or financing change statement with respect to any financing statement registered by the Bank.

It is the intent of THE UNDERSIGNED that this Agreement be treated as if made under seal, whether or not it is in fact sealed.

IN WITNESS whereof this Agreement has been executed as if under seal.

'When executed WITNESS: * POSTPONER: by a corporation this agreement must be accom .&JS panied by a certified copy of Bcir, er SIGNATURE Syed A. Bukhari a resolution of 20 l-iosft^rvSo,'citor the Directors. Hamk&rTnJ a^es Stre&

SIGNATURE

LEGAL NAME OF POSTPONER DATE OF BIRTH OF POSTPONER MM/DD/YYYY Syed A. Bukhari ADDRESS OF POSTPONER _ . _

y (

ACKNOWLEDGMENT AND ACCEPTANCE

DATE RECEIVED The "Customer" named in the foregoing Postponement Agreement hereby acknowledges receipt of notice thereof and hereby accepts the assignment and transfer to the above named Bank included therein. He also acknowledges that he requested that this acknowledgement and acceptance be drawn up in the English language. Cette reconnaissance et RECORDED. acceptation a ete redigee en anglais a la demande du soussigne.

APPROVED. This | 0 day of fsloV . Aoj E.O. AUDITOR.

WITNESS/ CUSTOMER: E Barrisie/A oliciti 201-1051 Uppt ame SIGNATURE Hamilton, Ontario A6_ TEL: 289-755-1006 FAX: 289-755-1007

SIGNATURE

1313517 (01/13)

This is Exhibit “H” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 75

GUARANTEE

TO THE BANK OF NOVA SCOTIA

IN CONSIDERATION OF THE BANK OF NOVA SCOTIA (herein called the "Bank") agreeing to deal with or to continue to deal with

1854313 Ontario Limited

(herein called the "Customer") the undersigned and each of them, if more than one, hereby jointly and severally guarantees payment to the Bank of all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Customer to the Bank or remaining unpaid by the Customer to the Bank, whether arising from dealings between the Bank and the Customer or from other dealings or proceedings by which the Bank may be or become in any manner whatever a creditor of the Customer, and wherever incurred, and whether incurred by the Customer alone or with another or others and whether as principal or surety, including all interest, commissions, legal and other costs, charges and expenses (such debts and liabilities being herein called the "guaranteed liabilities), the liability of the undersigned hereunder being limited to the sum of Insert Unlimited Limit, dollars if any. with interest from the date of demand for payment at the rate set out in paragraph 6 hereof.

AND THE UNDERSIGNED and each of them, if more than one, hereby jointly and severally agrees with the Bank as follows:

1. In this guarantee the word "Guarantor" shall mean the undersigned and, if there is more than one guarantor, it shall mean each of them.

2. This guarantee shall be a continuing guarantee of all the guaranteed liabilities and shall apply to and secure any ultimate balance due or remaining unpaid to the Bank; and this guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money for the time being due or remaining unpaid to the Bank.

3. The Bank shall not be bound to exhaust its recourse against the Customer or others or any securities or other guarantees it may at any time hold before being entitled to payment from the Guarantor, and the Guarantor renounces all benefits of discussion and division.

4. The Guarantor's liability to make payment under this guarantee shall arise forthwith after demand for payment has been made in writing on the undersigned or any one of them, if more than one, and such demand shall be deemed to have been effectually made when an envelope containing such demand addressed to the undersigned or such one of them at the address of the undersigned or such one of them last known to the Bank is posted, postage prepaid, in the post office; and the Guarantor's liability shall bear interest from the date of such demand at the rate set out in paragraph 6 hereof.

5. The service of demand for payment, by post, postage prepaid, in the post office, to a local agent of the Guarantor, said local agent being identified by name and located in the Province or jurisdiction where the Customer's main account is kept, shall be deemed to be service of demand on the Guarantor.

6. The rate of interest payable by the Guarantor from the date of a demand for payment under this guarantee shall be the Bank's prime rate applicable at the time of demand, PLUS 2% per annum. Prime rate is defined as the annual rate of interest expressed as a percentage per annum announced by the Bank on that day as its reference rate for commercial loans made by it in Canada in Canadian dollars. Interest is calculated and payable monthly on the 22nd day of each month following the day of demand and computed monthly on the same day when not so paid.

7. Upon default in payment of any sum owing by the Customer to the Bank at any time, the Bank may treat all guaranteed liabilities as due and payable and may forthwith collect from the Guarantor the total amount hereby guaranteed and may apply the sum so collected upon the guaranteed liabilities or may place it to the credit of a special account. A written statement of a Manager or Acting Manager of a branch of the Bank at which an account of the Customer is kept or of a General Manager of the Bank as to the amount remaining unpaid to the Bank at any time by the Customer shall, if agreed to by the Customer, be conclusive evidence and shall, in any event, be prima facie evidence against the Guarantor as to the amount remaining unpaid to the Bank at such time by the Customer.

1322818 (02/16) Page 1 of 3 76

8. This guarantee shall be in addition to and not in substitution for any other guarantees or other securities which the Bank may now or hereafter hold in respect of the guaranteed liabilities and the Bank shall be under no obligation to marshal in favour of the Guarantor any other guarantees or other securities or any moneys or other assets which the Bank may be entitled to receive or may have a claim upon; and no loss of or in respect of or unenforceability of any other guarantees or other securities which the Bank may now or hereafter hold in respect of the guaranteed liabilities, whether occasioned by the fault of the Bank or otherwise, shall in any way limit or lessen the Guarantor's liability.

9. Without prejudice to or in any way limiting or lessening the Guarantor's liability and without obtaining the consent of or giving notice to the Guarantor, the Bank may discontinue, reduce, increase or otherwise vary the credit of the Customer, may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with the Customer and others, including the Guarantor and any other guarantor as the Bank may see fit, and the Bank may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with securities and guarantees in such manner as the Bank may see fit, and the Bank may apply all moneys received from the Customer or others or from securities or guarantees upon such parts of the guaranteed liabilities as the Bank may see fit and change any such application in whole or in part from time to time.

10. Until repayment in full of all the guaranteed liabilities, all dividends, compositions, proceeds of securities, securities valued or payments received by the Bank from the Customer or others or from estates in respect of the guaranteed liabilities shall be regarded for all purposes as payments in gross without any right on the part of the Guarantor to claim the benefit thereof in reduction of the liability under this guarantee, and the Guarantor shall not claim any set-off or counterclaim against the Customer in respect of any liability of the Customer to the Guarantor, claim or prove in the bankruptcy or insolvency of the Customer in competition with the Bank or have any right to be subrogated to the Bank.

1 1 . This guarantee shall not be discharged or otherwise affected by the death or loss of capacity of the Customer, by any change in the name of the Customer, or in the membership of the Customer, if a partnership, or in the objects, capital structure or constitution of the Customer, if a corporation, or by the sale of the Customer's business or any part thereof or by the Customer being amalgamated with a corporation, but shall, notwithstanding any such event, continue to apply to all guaranteed liabilities whether theretofore or thereafter incurred; and in the case of a change in the membership of a Customer which is a partnership or in the case of the Customer being amalgamated with a corporation, this guarantee shall apply to the liabilities of the resulting partnership or corporation, and the term "Customer" shall include each such resulting partnership and corporation.

1 2. All advances, renewals and credits made or granted by the Bank purportedly to or for the Customer after the death, loss of capacity, bankruptcy or insolvency of the Customer, but before the Bank has received notice thereof shall be deemed to form part of the guaranteed liabilities; and all advances, renewals and credits obtained from the Bank purportedly by or on behalf of the Customer shall be deemed to form part of the guaranteed liabilities, notwithstanding any lack or limitation of power, incapacity or disability of the Customer or of the directors, partners or agents thereof, or that the Customer may not be a legal or suable entity, or any irregularity, defect or informality in the obtaining of such advance, renewals or credits, whether or not the Bank had knowledge thereof; and any such advance, renewal or credit which may not be recoverable from the undersigned as guarantor(s) shall be recoverable from the undersigned and each of them, if more than one, jointly and severally as principal debtor(s) in respect thereof and shall be paid to the Bank on demand with interest at the rate set out in paragraph 6 hereof.

1 3. All debts and liabilities, present and future, of the Customer to the Guarantor are hereby assigned to the Bank and postponed to the guaranteed liabilities, and all moneys received by the Guarantor in respect thereof shall be received in trust for the Bank and forthwith upon receipt shall be paid over to the Bank, the whole without in any way lessening or limiting the liability of the Guarantor under this guarantee; and this assignment and postponement is independent of the guarantee and shall remain in full force and effect until repayment in full to the Bank of all the guaranteed liabilities, notwithstanding that the liability of the undersigned or any of them under this guarantee may have been discharged or terminated.

1322818 (02/16) Page 2 of 3 77 14. The undersigned or any of them, if more than one, or his or their executors or administrators, by giving thirty days' notice in writing to the branch of the Bank at which the main account of the Customer is kept, may terminate his or their further liability under this guarantee in respect of liabilities of the Customer incurred or arising after the expiration of such thirty days, but not in respect of any guaranteed liabilities incurred or arising before the expiration of such thirty days even though not then matured; provided that notwithstanding receipt of any such notice the Bank may fulfill any requirements of the Customer based on agreements express or implied made prior to the expiration of such thirty days and any resulting liabilities shall be covered by this guarantee; and provided further that in the event of the termination of this guarantee as to one or more of the undersigned, if more than one, it shall remain a continuing guarantee as to the other or others of the undersigned.

15. This guarantee embodies all the agreements between the parties hereto relative to the guarantee, assignment and postponement and none of the parties shall be bound by any representation or promise made by any person relative thereto which is not embodied herein; and it is specifically agreed that the Bank shall not be bound by any representations or promises made by the Customer to the Guarantor.

16. Possession of this instrument by the Bank shall be conclusive evidence against the Guarantor that the instrument was not delivered in escrow or pursuant to any agreement that it should not be effective until any condition precedent or subsequent has been complied with and this guarantee shall be operative and binding notwithstanding the non-execution thereof by any proposed signatory.

17. This guarantee shall be governed in all respects by the laws of the Province or jurisdiction in which the Customer's main account with the Bank is kept.

18. This guarantee shall not be discharged or affected by the death or any disability of the undersigned or any of them, if more than one, and shall enure to the benefit of and be binding upon the Bank, its successors and assigns, and the Guarantor, his heirs, executors, administrators, successors and assigns.

AS WITNESS the hand and seal of the Guarantor at OA

this \o day of fxlgy/

SIGNED SEALED AND DELIVERED

in tl res< SIGNATURE AND SEAL

arrister An^i Solicitor V 20 051 UPJ^rUanrej^et SIGNATURE Syed A. Bukhari amilto rvOntario L9C SAo TE1, 28^^^289-755-1007 SIGNATURE

SIGNATURE

N.B.

• Signature of this Guarantee involves personal liability.

• A Guarantees Acknowledgement Act Certificate # 1322919 must be completed if the guarantor is an individual and the guarantee is taken in, or enforceable in, Alberta.

1322818 (02/16) Page 3 of 3

This is Exhibit “I” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 78

Resolution of Directors

RESOLVED that the President/Secretary is hereby authorized on behalf of Guarantor 2642614

Ontario Inc. to execute under its Corporate Seal or otherwise a Guarantee in favour of the Bank of Nova Scotia (the "Bank") on the said Bank's regular form whereby the Company guarantees all indebtedness and liability of 1854313 Ontario Limited to the Bank to on the terms set out therein.

I hereby certify that the foregoing is a true copy of a Resolution duly passed at a meeting of the

Board of Directors of Guarantor held on the I o day of N , Cio/ 9 and that the said Resolution is in full force and effect.

Date at this I o day of o 1 9

Signature (President/Secretary) (I have authority to bind the corporation)

This is Exhibit “J” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19

79 LRO # 24 Charge/Mortgage Receipted as CK1 66291 on 2019 11 18 at09:42

The applicant(s) hereby applies to the Land Registrar. yyyy mm dd Page 1 of 3

Properties

PIN 00504 - 0289 LT Interest/Estate Fee Simple

Description LOTS 1 TO 20, PLAN 16, MARKET BLOCK, PLAN OLD SURVEY(FORMERLY EAST MARKET SQUARE AND WEST MARKET SQUARE) LOTS 85 TO 89, PART OF LOTS 78, 81 & 84, PART OF SIXTH ST. PLAN OLD SURVEY AND PART OF LANE, PLAN 1 6 CLOSED BY 375265 & 227898, AS IN 370184 AND DESIGNATED AS PARTS 1 TO 30, 32 TO 35, 37 TO 52, 24R2372 EXCEPT PART 1. 24R3074, S/T 388756 ; DOWNTOWN CHATHAM CENTRE; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1,2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 19 & LANE, PLAN 16 AND PART OF LOTS 81, 34, 86 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 4, 5, 6, 7 & 9, 24R8587 AS IN CK89601; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1, 2, 3, 4, 5,6, 7, 8, 9, 16, 17, 18, 19 8 LANE, PLAN 16 AND PART OF LOTS 81, 84 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 2, 5 8 9, 24R8587 AS IN CK89603; MUNICIPALITY CHATHAM-KENT

Address CHATHAM

Chargor(s)

The chargor(s) hereby charges the land to the chargee{s). The chargor(s) acknowledges the receipt of the charge and the standard charge terms, if any.

Name 1854313 ONTARIO LIMITED Address for Service 100 King Street West Chatham, ON N7M 6A9 I, Syed Bukahri, have the authority to bind the corporation.

This document is not authorized under Power of Attorney by this party.

Chargee(s) Capacity Share

Name THE BANK OF NOVA SCOTIA

Address for Service 4715Tahoe Boulevard, Mississauga, ON L4W 0B4

Statements

Schedule: See Schedules

Provisions

Principal $14,000,000,00 Currency CDN

Calculation Period

Balance Due Date

Interest Rate Prime plus 1% per annum

Payments

Interest Adjustment Date

Payment Date

First Payment Date

Last Payment Date

Standard Charge Terms 200012

Insurance Amount Full insurable value

Guarantor

Additional Provisions

By signing this document, you are agreeing to the terms set out on this page, in any attached Schedule, and in our Standard Charge Terms No. 200012. Although this document is a charge under the Land Registration Reform Act, it is referred to as a mortgage in any attached Schedule and in our Standard Charge Terms.

Signed By

Varun Mehta 1051 Upper James Street, Suite acting for Signed 2019 1118 201 Chargor(s) Hamilton L9C 3A6

Tel 289-755-1006

Fax 289-755-1007 1 have the authority to sign and register the document on behalf of the Chargor(s).

80 LRO# 24 Charge/Mortgage Receipted as CK1 66291 on 2019 11 18 at 09:42

The applicant(s) hereby applies to the Land Registrar. yyyy mm dd Page 2 of 3

Submitted By

VARUN MEHTA LAW PROFESSIONAL 1051 Upper James Street, Suite 201 2019 11 18 CORPORATION Hamilton L9C 3A6

Tel 289-755-1006

Fax 289-755-1007

Fees/Taxes/Payment

Statutory Registration Fee $65.05

Total Paid $65.05

Page 1 81 % Scotiabank

THE BANK OF NOVA SCOTIA Collateral Mortgage (Land Titles Act and Registry Act)

Form 1 Land Registration Reform Act

STANDARD CHARGE TERMS NO. 200012

1. DEFINITIONS

In this set of standard charge terms, in any schedules attached to a Charge/Mortgage of Land (Form 2) and in any charge registered electronically pursuant to the Land Registration Reform Act of Ontario, mortgage means the Charge/Mortgage of Land (Form 2) in which this set is referred by its filing number, any schedules attached to the Charge/Mortgage of Land and this set of standard charge terms or the charge electronically registered in which this set is referred by its filing number and this set of standard charge terms. You and Your mean each person who has signed the mortgage as Chargor. We, our and us mean The Bank of Nova Scotia, the Chargee. Obligations secured means the debts and liabilities described in these standard charge terms under the heading Payment Provisions. Prime means our Prime Lending Rate being a variable per annum reference rate of interest as announced and adjusted by us from time to time for loans made by The Bank of Nova Scotia in Canada in Canadian dollars. Property means the property described in the mortgage and anything else included under the heading Description of Property Covered in these standard charge terms. The mortgage is made in pursuance of the Mortgages Act and is registered in accordance with the Land Registration Reform Act of Ontario. Sign includes becoming a party to a document registered electronically.

2. PAYMENT PROVISIONS

(a) You charge the property covered by the mortgage with payment to us on demand of all of the debts and liabilities described in paragraph (e).

(b) Where the mortgage sets out a principal amount that applies to all of the debts and liabilities described in paragraph (e), the charge is limited, as to amounts other than interest, to a maximum of the principal amount so set out, plus the additional amounts payable under the heading We may recover our expenses in this set of standard charge terms.

(c) Where the mortgage sets out an interest rate that applies to all of the debts and liabilities described in paragraph (e), the charge is limited, as to interest, to a maximum of Ihe interest at the rate so set out, and interest on overdue interest at the same rate. If the mortgage sets out how that interest rate is calculated or payable, the interest and overdue interest will be calculated and payable in that way, both before and after maturity, default and judgment. If the mortgage does not set out how that interest rate is calculated or payable, the interest and overdue interest will be calculated and payable monthly, both before and after maturity, default and judgment. The interest will be calculated for the actual number of days elapsed. The interest rate under the heading We may recover our expenses does not apply to all of the debts and liabilities described in paragraph (e).

(d) If the debts and liabilities described in paragraph (e) exceed any limits set out in paragraph (b) or (c), we may decide what part of them is secured by the mortgage.

(e) The debts and liabilities referred to above are all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by you to us or remaining unpaid by you to us, in any currency, whether arising from dealings between you and us or from any other dealings or proceedings by which we may be or become in any manner whatever your creditor, and wherever incurred, and whether incurred by you alone or with another or others and whether as principal or surety.

3. DESCRIPTION OF PROPERTY COVERED

Any buildings on the property described in the mortgage and any other property that is at any time attached or fixed to the land or buildings or placed on and used in connection with them is covered by the mortgage. Additions, alterations and improvements to the buildings are also covered by the mortgage.

4. OUR SECURITY

(a) What the mortgage does

Except where your interest in the property is as a tenant under a lease, you hereby grant and mortgage your entire interest in the property to us, as security for the payment of the obligations secured. This means you give your entire interest in the property to us and our successors and assigns (called our legal representatives) and which includes anyone to whom this mortgage is transferred in any way.

2345714 (2/2000)

Page 2 82

Where your interest in the property is as a tenant under a lease, you give us the following security. You charge the leasehold interest to us, where you can do so without assigning it to us. You sublease the property to us for and during the unexpired residue of the term of years of the lease, except the last day of the term. You will hold every other interest of yours under the lease in trust for us, including any right of renewal or right to purchase. You will transfer the interest to us or anyone we may name, if we ask you to do so. We may at any time in writing and without cause remove any trustee and appoint a new trustee or trustees of the trust of the interest, and vest the interest to the new trustee. You will not, without our prior written consent, allow your interest to became merged in the landlord's interest, and if you acquire that interest you will give us security over it. You will exercise any option granted by the lease to purchase the property or renew the lease if and when we ask you to do so, and thereafter do everything needed to complete the purchase of the property or renew the lease. You will give us security over the property purchased or the renewed lease. Where you are to give us security under this paragraph, it must be on the same terms as the mortgage. You irrevocably appoint us your attorneys to do any of the things you must do under this paragraph, but we are under no obligation to do them. We may authorize anyone to exercise this power for us.

The mortgage secures a current or running account. Although the mortgage is not satisfied or discharged by any intermediate payment of all or part of the obligations secured but is a continuing security for payment of the obligations secured, our interest in the property under the mortgage will end when:

(i) you have repaid the obligations secured on our demand and repaid all additional amounts to which we may become entitled under the mortgage, and

(ii) you have fulfilled all of your other obligations to us under the mortgage, and

(iii) we have delivered to you a discharge of the mortgage.

You may remain in possession of the property as long as you are not in default under any of the obligations secured or under any agreements evidencing or securing the obligations secured and as long as you meet all your other obligations to us under the mortgage.

(b) Your title to the property

Except where you have provided to us a copy of a lease showing lhat your interest in the property is as a tenant under a lease, and we have accepted that the mortgage is of your interest under the lease, you certify that you own the property; that you have the right to charge the property to us; and that there are no restrictions, limitations or encumbrances on your title to the property or on your ability to charge 1he property to us, except as set out in this mortgage or as disclosed by the records of the land registry office and accepted by us. You agree not to do anything that will interfere with our interest in the property, and to sign or otherwise execute any other documents which we think are necessary to charge to us your interest in the property.

Where you have provided to us a copy of a lease showing that your interest in the property is as a tenant under a lease, and we have accepted that the mortgage is of your interest under the lease, you certify as follows. You are entitled to the term of years created by the lease, and any options to purchase or renew granted by the lease. The lease is valid and in force. The person that created every interest on which the lease depends had a good title to the interest required to create a valid interest, free from encumbrances. The tenant's obligations are complied with. You have the right to sublease the property to us and create a trust of every other interest under the lease, including any right of renewal or right to purchase. You have obtained the necessary consent to do so. There are no restrictions, limitations or encumbrances on your title to the term and options or on your ability to sublease the property to us or create the trust of every other interest under the lease, including any right of renewal or right to purchase, except as set out in the lease or in the mortgage. You agree not to do anything that will interfere with our interest in the property, and to sign or otherwise execute any other documents which we think are necessary to sublease the property to us and create the trust set out above.

The mortgage does not release you from or alter any of your other obligations to us or agreements with us. The mortgage does not affect any other security we hold for the payment of the obligations secured, or any other right we may have to enforce the payment of the obligations secured. Our acceptance of the mortgage or our giving credit secured by the mortgage does not mean we must make credit available or continue to do so.

(d) Effect of sale or transfer of property

If you sell or transfer the property or any part of it or any interest in the property or any part of it, then, at our option, you will immediately pay to us all of the obligations secured under the mortgage and, if we do not require you to pay to us the obligations secured under the mortgage, your continued liability and responsibilities under the mortgage and our rights against either you or anyone else who is liable for the payment of any of the obligations secured are not affected.

(e) Effect of subdivision

II the property is subdivided, each part of the property will secure payment of the total amount of the obligations secured.

2345714 (212000)

Page 3 83

5. YOUR RESPONSIBILITIES AS TO THE PROPERTY

(a) Taxes and other charges

You will pay all taxes on the property when they are due. You will immediately give us a receipt showing that they have been paid if we ask tor it. You will pay all charges, mortgages, liens and other encumbrances on the property when they are due and comply with your other obligations under them. If you do not pay any taxes, charges, mortgages, liens or other encumbrances when they are due, we may pay them and charge to you the amount paid as an additional amount secured under the mortgage. In this paragraph, "taxes" include all present and future taxes, rates, levies, charges, rents, assessments, statute, labour or other impositions on the property or on any person in respect of the property.

(b) Insurance

You will insure with an insurer satisfactory to us and under a policy satisfactory to us all buildings covered by the mortgage against loss or damage by fire, extended perils and other perils usually covered in fire insurance policies. If there is a boiler or a sprinkler system in those buildings, your insurance must cover loss or damage caused by the boiler and equipment operated by it or caused by the sprinkler system. You will insure against any other risks which we require you to insure against. The buildings must be insured for their replacement cost in Canadian dollars.

It we think it is necessary we can require you to cancel any existing insurance on the property, and to provide other insurance which meets our approval. You will assign any insurance you have on the property, or the proceeds of that insurance, to us at our request. You must give us proof that you have insured as required above and you must at least 10 days before any insurance expires or is terminated give us proof that you have renewed or replaced it. If you fail in any way to comply with these obligations, we may (but we are not obliged to) obtain insurance on your behalf and charge the amount of any premium to you as an additional amount secured under the mortgage. If loss or damage occurs, you will provide us with all necessary proofs of claim and do everything else necessary to enable us to obtain payment of insurance proceeds. Insurance proceeds may, in whole or in part, at our option, be used to rebuild or repair damaged buildings or be used to reduce all or part of the obligations secured.

You will keep 1he property in good condition and make any repairs that are needed. You will not do anything, or let anyone else do anything that lowers the value of the property. If you do not keep the property in good condition, or if you do anything, or anyone else does anything, that lowers the value of the property, we may make any needed repairs and charge the cost Of them to you as an additional amount secured under 1he mortgage.

(d) Construction of buildings

Expressions in this paragraph have the same meanings as in the Construction Lien Act as amended or re-enacted; improvement includes construction, alteration, repair and demolition. If any improvement is made to the property you must inform us in writing immediately if it has started and otherwise before it is started. You agree that any improvement to the property will occur only according to contracts, plans and specifications approved in writing by us in advance. You must complete any improvement to the property as quickly as possible. You must comply with all of your legal obligations as to payment of the price for any improvement to the property and provide us with proof of compliance when we ask tor it; we may withhold any advance until we are satisfied that you have complied. If you fail to comply with any of your obligations to us under the mortgage, we may obtain an order vacating any construction lien, or obtain or provide a financial guarantee bond or other security, if we consider that necessary to facilitate enforcement of the mortgage, and we may charge our expenses of doing so to you as an additional amount secured under the mortgage. Those expenses will include our charges for providing a bond or security if we provide it. You authorize us to provide information about the mortgage to any person claiming a construction lien on the property, as required by law.

(e) Legal requirements

You will observe and conform to all laws and requirements of any government authorities relating to the property. If you fail in any way to comply with these laws and requirements, we may (but are not obliged to) comply with them on your behalf and charge our expenses of doing so to you as an additional amount secured under the mortgage.

(f) Condominiums

The following provisions apply to any condominium unit that is part of the property. In the mortgage, the Condominium Act as amended or re-enacted is called the "Act." Expressions used in provisions of the mortgage dealing with a condominium unit which are the same as those in the Act have the same meaning as those in the Act, except that the expression "condominium property" has the same meaning as the word "property" in the Act.

(i) You will comply with the Act and the declaration, by-laws and rules of the corporation. You will provide us with proof of your compliance from time to time as we may request. You will forward to us copies of any notices, assessments, by-laws, rules and financial statements of the corporation. You will provide us, on request, with any other documents and information that you receive from the corporation or are entitled to receive. You will maintain all improvements made to your unit and repair them after damage.

2325714 (222000)

Page 4 84

(ii) You will insure all improvements which you or previous owners have made to your unit and insure your common or other interest in buildings which are part of the condominium property or assets of the corporation if the corporation fails to insure the buildings as required by the Act and the declaration, by-laws and rules of the corporation. These obligations are in addition to your obligations as to insurance under the heading Insurance as far as they apply to a condominium unit.

(iii) You authorize us to exercise your rights under the Act to vote and to consent. If we do not exercise your rights, you may do so, but you will do so according to any instructions we may give you. We may at any time revoke any arrangement we make for you to vote or to consent. You also authorize us to inspect the corporation's records. Nothing done under this paragraph puts us in possession of your property.

with (iv) If you do not comply with the Act and the declaration, by-laws and rules of the corporation, we may comply them and charge our costs of doing so to you as an additional amount secured under the mortgage. If we exercise our right to pay common expenses, we can accept statements that appear to be issued by the corporation as conclusive evidence of the amount of those expenses and the dates they are due. You will pay us on demand as additional amounts secured under the mortgage our expenses in relation to any by-law, resolution, rule or other matter (other than one for which only a vote of the majority present at the meeting is required), the enforcement of our right to have the corporation or any owner comply with the Act and the declaration, by-laws and rules of the corporation and our exercising any voting rights we may have.

(g) Tenant's Obligations

pay The following additional provisions apply where your interest in the property is as a tenant under a lease. You will that all rem and other amounts due under the lease when they are due. You will immediately give us a receipt showing rent they have been paid if we ask for it. You will comply with your other obligations under the lease. If you do not pay them or other amounts due under the lease or comply with your other obligations under the lease, we may comply with and charge the cost of doing so to you as an additional amount secured under the mortgage, You will not surrender the lease or make any changes to the lease without first obtaining our written consent. You will notify us immediately if your landlord advises you of early termination or takes any steps to effect termination of the lease.

6. ASSIGNMENTS OF LEASES AND RENTS

You assign to us the full benefit of the lessor's interest, and you irrevocably appoin! us as your attorney to exercise the lessor's rights, under every present or future lease of the whole or any part of the property.

You assign to us the full benefit of, and you irrevocably appoint us as your attorney to collect, all rents and other monies payable from time to time under every present or future lease of the whole or any part of the property, together with the benefit of all covenants, agreements and terms contained in the lease, and the lessor's rights in respect of the lease, including a guarantee or indemnity, a security and a right to insurance.

will You will perform and comply with all lessor's obligations contained in every lease referred to in this section. You on our request deliver to us a further assignment in registrable form. You will deliver to us on our request an executed copy of every such lease. You will also execute and deliver to us all such notices and other documents as may be required in order to render every assignment effective in law.

You agree that none of our rights or remedies under the mortgage will be delayed or in any way hindered or prejudiced by the assignment or by any act of ours relating to it. We are not obliged to collect any rent or other income from your property nor to comply with or enforce any covenant, agreement and term of any lease or agreement. Nothing we do under this section shall make us a mortgagee in possession of the property. We need only account for rents we actually receive, less reasonable collection charges. We may apply such rents to the repayment of the obligations secured.

7. ENFORCING OUR RIGHTS

If you fail to comply with any of your obligations under the mortgage, or if any part of the obligations secured is not paid when due, or if an event of default occurs under any agreement that relates to the obligations secured, we may enforce our rights in any of the ways set out below. These provisions do not limit any other rights given to us by law or the mortgage. We may enforce this and any other security we may have for any of the obligations secured, and enforce our rights under the mortgage, at the same time or at different times and in any order we choose.

(a) You will make immediate payment

You will immediately pay to us all of the obligations secured if any part of the obligations secured is not paid when it is due or if you fail to comply with any of your obligations under the mortgage or any other agreement to which you and we are parties.

(b) We may sue you

We may take such legal action as is necessary to collect the obligations secured.

2345714 (2/2000)

Page 5 85

We may take and keep possession of the property, collect rents from it, and manage it or lease it or any part of it. You certify that we will have the right to take possession of the property or collect the rents from it.

(d) We may sell or lease the property

If you do not repay the obligations secured within 15 days after we have demanded payment of them, we may take possession of the property and lease the property without notice or we may upon 35 days' notice to you sell the property or we may apply to the appropriate court for permission to sell the property, or your interest in it, without notice.

After we are in a position to sell the property, or your interest in it, or lease the property, we may sell or lease at any time, in any way, and on any terms which we think are reasonable. If we sell on credit, we need not account for the proceeds until we receive them. We may sell anything on the land separately from the land itself. We may buy in, rescind or vary contracts of sale and resell at any time, in any way, and on any terms which we think are reasonable. When we sell we can transfer to the buyer every interest in the property which you had power to dispose of.

We will use the proceeds of sale or lease to reduce or repay the obligations secured and will pay you any balance remaining after all claims have been satisfied. If the amount we receive from the sale or lease is less than what you owe, you will immediately pay the difference to us.

You agree that a buyer or lessee may pay all of the money due under a sale or lease to us without seeing to the application of the money. You agree that a buyer or lessee under a sale or lease by us will receive a good title to the property or a valid lease of the property. You will not make any claims concerning the sale or lease against the buyer or lessee or their successors in title. If you do have any claims concerning a sale or lease by us, you will make them only against us and only for money damages.

(e) We may foreclose or sell through the courts

We may commence court proceedings to foreclose the property, or your interest in it. If we obtain a final order of foreclosure, the property, or your interest in it, will by law become our property. We may also ask a court to order a sale of the property, or your interest in it. We may also ask a court to appoint a receiver (or receiver and manager) of 1he property.

(f) We may appoint a receiver

We may appoint in writing a receiver (or receiver and manager), on any terms (including remuneration) that we think are reasonable, to collect any income from the property. We may make the appointment even if we have taken possession of the property. We may also, in writing, remove a receiver appointed by us and appoint a new receiver. The receiver is considered to be your agent and not ours; his defaults are considered your defaults and not ours. Nothing done by the receiver puts us in possession of the property or makes us accountable for any money except money we actually receive.

The receiver has the right to use any legal remedy (taken in your name or our name) to collect the income from the property; take possession of the property or part of it; manage the property and any business conducted on the property and maintain the property in good condition; lease the property or any part of it; enforce any of our other rights under the mortgage which we delegate to him; and borrow money on the security of the property in priority to the mortgage for these purposes.

(g) We may recover our expenses

You will pay us on demand, as additional amounts secured under the mortgage:

(i) every amount or expense that we may charge to you as an additional amount secured under any other term of the mortgage,

(ii) our expenses incurred in negotiating the mortgage, investigating title to the property and preparing and registering the mortgage,

(iii) our expenses incurred in collecting payment after default of the obligations secured, and

(iv) our expenses incurred in enforcing our rights under the mortgage,

including our reasonable legal fees on a solicitor and own client basis and interest on the total amount of those amounts and expenses from the date we incur them to the date you pay them to us at a rate of interest equal to Prime plus 2 % per annum, calculated on a daily basis and payable monthly, both before and after maturity, default and judgment, and interest on overdue interest at the same rate and calculated and payable in the same way. We may deduct the amounts, expenses and interest from any money we owe you.

(h) Other

We may take any other remedies available to us under law.

2345714 (2/2000)

Page 6 86

8. WE MAY USE PROCEEDS TO REDUCE ANY OBLIGATION

We may apply the proceeds we receive from enforcing our rights under the mortgage to reduce or repay any of the obligations secured in such manner as we may decide.

9. WE MAY OPEN A SEPARATE ACCOUNT

If we learn thai you have disposed of or encumbered the property or any part of it, we may close your account at the amount then due to us. We may open a new account for advances and payments subsequently made and received by us. No amount paid in or credited to the new account will be applied to or have the effect of reducing or repaying any of the obligations secured due to us on the closed account when we learned of the subsequent disposition or encumbrance.

10. DELAY, RELEASES AND PARTIAL DISCHARGES

We may delay enforcing any of our rights under the mortgage or the obligations secured or any agreement evidencing or securing the obligations secured without losing or impairing those rights. We can waive any breach of your obligations under the mortgage or the obligations secured or any agreement evidencing or securing the obligations secured without losing our rights in respect of any breach of your obligations.

We may release others on any terms from any liability to repay the obligations secured without releasing you. We may on any terms discharge any part of the property from the mortgage and, if we do so, the remainder of the property not discharged will secure the total amount of the obligations secured.

11. DISCHARGE OF THE MORTGAGE

If you pay us the obligations secured on our demand, we will sign a discharge of the mortgage in registrable form. You will give us a reasonable time after payment in which to prepare and sign the discharge. You must pay our expenses of having it prepared and of signing it. You are responsible for registering it.

12. EFFECT OF JUDGMENTS

If we obtain a court judgment against you for your failure to pay any of the obligations secured or to perform any of your obligations to us under the mortgage, the judgment will not result in a merger of your obligations under the mortgage with the judgment or take away any of our other rights to enforce the mortgage. We will continue to be entitled to receive interest on the obligations secured at the agreed rate, calculated and payable in the agreed way, and the judgment may so provide.

13. OUR RESPONSIBILITY

We are not responsible for any loss arising in the course of our enforcing our rights under the mortgage unless it results from our wilful neglect or default.

14. HOW WE MAY MAKE DEMANDS OR GIVE NOTICES

Where the mortgage allows or requires us to make a demand on or give a notice to any person (including you), we may make the demand or give the notice by delivering it personally to the person (where the person is a corporation, by delivering it personally to a director, officer or employee of the corporation) or by mailing it by prepaid registered mail addressed to the person at the person's last known address.

A notice or demand so delivered will be regarded as given or made when it is so delivered to the person or to the director, officer or employee of the corporation. A notice or demand so mailed will be regarded as given or made on the day it is mailed, whether the person receives it or not.

15. WHO IS BOUND BY THE MORTGAGE

The mortgage will be binding on your legal or personal representatives and anyone else to whom your interest in the property is transferred. It will be binding on our legal representatives and anyone to whom it is transferred from us. All our rights under it may be enforced by anyone to whom it is transferred from us.

If more than one person signs the mortgage, each person is jointly and severally bound to comply with all obligations of the Chargor under the mortgage.

16. STATUTORY COVENANTS EXCLUDED

The covenants set out in Section 7 (1 ) of the Land Registration Reform Act are excluded from the mortgage.

2345714 (2/2000)

This is Exhibit “K” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19

87 LRO # 24 Notice Of Assignment Of Rents-General Receipted as CK166292 on 2019 11 18 at 09:45

The applicant(s) hereby applies to the Land Registrar. yyyy mm dd Page 1 of 2

Properties

PIN 00504 - 0289 LT

Description LOTS 1 TO 20, PLAN 16, MARKET SLOCK, PLAN OLD SURVEY(FORMERLY EAST MARKET SQUARE AND WEST MARKET SQUARE) LOTS 85 TO 89, PART OF LOTS 78, 81 & 84, PART OF SIXTH ST. PLAN OLD SURVEY AND PART OF LANE, PLAN 16 CLOSED BY 375265 & 227898, AS JN 370184 AND DESIGNATED AS PARTS 1 TO 30, 32 TO 35, 37 TO 52, 24R2372 EXCEPT PART 1 , 24R3074, S/T 38B756 ; DOWNTOWN CHATHAM CENTRE; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1, 2,3, 4, 5,6, 7, 8,9, 16, 17, 18, 19 & LANE, PLAN 16 AND PART OF LOTS81, 84, 86 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 4, 5, 6, 7 & 9, 24R8587 AS IN CK89601 ; SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 19 & LANE, PLAN 16 AND PART OF LOTS 81, 84 & MARKET BLOCK, OLD SURVEY, DESIGNATED AS PARTS 2, 5 & 9, 24R8587 AS IN CK89603; MUNICIPALITY CHATHAM-KENT

Address CHATHAM

Applicant(s)

The assignor(s) hereby assigns their interest in Tie rents of the above described land. The notice is based on or affects a valid and existing estate, right, interest or equity in land.

Name 1854313 ONTARIO LTD. Address for Service 1 00 King Street West Chatham, ON N7M 6A9 I, Syed Bukahri, have the authority to bind the corporation.

This document is not authorized under Power of Attorney by this party.

Party To(s) Capacity Share

Name THE BANK OF NOVA SCOTIA

Address for Service 4715 Tahoe Blvd Mississauga, ON L4W 0B4

Statements

The applicant applies for the entry of a notice of general assignment of rents. This notice may be deleted by the Land Registrar when the registered instrument, CK166291 registered on 2019/1 1/18 to which this notice relates is deleted

Signed By

Varun Mehta 1051 Upper James Street, Suite acting for Signed 2019 1118 201 Applicant(s) Hamilton L9C 3A6

Tel 289-755-1006

Fax 289-755-1007 I have the authority to sign and register the document on behalf of all parties to the document.

Varun Mehta 1051 Upper James Street, Suite acting for Signed 2019 1118 201 Party To(s} Hamilton L9C 3A6

Tel 289-755-1006

Fax 289-755-1007 I have the authority to sign and register the document on behalf of ail parties to the document.

Submitted By

VARUN MEHTA LAW PROFESSIONAL 1051 Upper James Street, Suite 201 2019 11 18 CORPORATION Hamilton L9C 3A6

Tel 289-755-1006

Fax 289-755-1007

Fees/7"axes/Payment

Statutory Registration Fee $65.05

88 LRO# 24 Notice Of Assignment OF Rents-General Receipted as CK166Z92 on 2019 1 1 16 at 09:45

The applicant(s) hereby applies lo the Land Registrar. yyyy mm dd Page 2 of 2

Fees/7"axes/Payment

Total Paid $65.05

This is Exhibit “L” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 9/25/2020 Personal Property Lien: Enquiry Result 89

Enquiry Result File Currency: 24SEP 2020

Beginning of the form

Type of Business Debtor Search Search Conducted 1854313 ONTARIO LIMITED On File 24SEP 2020 Currency File of Family of Families Page Expiry Date Status Number Pages 757652526 1 3 1 3 15NOV 2022 FORM 1C FINANCING STATEMENT / CLAIM FOR LIEN Caution Total Motor Vehicle Registration Registered Registration File Number Page of Filing Pages Schedule Number Under Period 20191115 1730 1862 757652526 001 001 P PPSA 3 2457

Individual Date of Birth First Given Name Initial Surname Debtor Ontario Corporation Business Debtor Name Business Number Debtor 1854313 ONTARIO LTD. 001854313 Address City Province Postal Code 100 KING STREET WEST CHATHAM ON L8P 1A2

Individual Date of Birth First Given Name Initial Surname Debtor Ontario Corporation Business Debtor Name Business Number Debtor

Address City Province Postal Code

Secured Secured Party / Lien Claimant Party THE BANK OF NOVA SCOTIA Address City Province Postal Code 4715 TAHOE BLVD MISSISSAUGA ON L4W 0B4 https://www.csrs.ca/WebOrderEntry/src/AccountInformation/SearchResultViewer.aspx?id=1154551&div=11553457&ytExempt=&is_highvol=no&is_cert… 1/5 9/25/2020 Personal Property Lien: Enquiry Result 90 Motor Date of No Fixed Consumer Inventory Equipment Accounts Other Vehicle Amount Maturity Maturity Collateral Goods Classification Included or Date X X X X X X 14000000 X

Motor Year Make Model V.I.N. Vehicle Description

General Collateral Description General GENERAL SECURITY AGREEMENTS AND POSTPONEMENT AGREEMENTS Collateral Description

Registering Registering Agent Agent CYBERBAHN Address City Province Postal Code 4610-199 BAY STREET TORONTO ON M5L 1E9

END OF FAMILY

Type of Business Debtor Search Search Conducted 1854313 ONTARIO LIMITED On File 24SEP 2020 Currency File of Family of Families Page Expiry Date Status Number Pages 762375474 2 3 2 3 03JUN 2023 FORM 1C FINANCING STATEMENT / CLAIM FOR LIEN Caution Total Motor Vehicle Registration Registered Registration File Number Page of Filing Pages Schedule Number Under Period 20200603 1523 1532 762375474 001 1 P PPSA 3 7075

Individual Date of Birth First Given Name Initial Surname Debtor Ontario Corporation Business Debtor Name Business Number Debtor 1854313 ONTARIO LIMITED Address City Province Postal Code 100 KING STREET CHATHAM ON N7M 6A9

Individual Date of Birth First Given Name Initial Surname https://www.csrs.ca/WebOrderEntry/src/AccountInformation/SearchResultViewer.aspx?id=1154551&div=11553457&ytExempt=&is_highvol=no&is_cert… 2/5 9/25/2020 Personal Property Lien: Enquiry Result Debtor 91 Ontario Corporation Business Debtor Name Business Number Debtor

Address City Province Postal Code

Secured Secured Party / Lien Claimant Party THE BANK OF NOVA SCOTIA Address City Province Postal Code 4715 TAHOE BLVD MISSISSAUGA ON L4W 0B4

Motor Date of No Fixed Consumer Inventory Equipment Accounts Other Vehicle Amount Maturity Maturity Collateral Goods Classification Included or Date X X X X X

Motor Year Make Model V.I.N. Vehicle Description

General Collateral Description General Collateral Description

Registering Registering Agent Agent CSRS Address City Province Postal Code 4126 NORLAND AVE BURNABY BC V5G 3S8

END OF FAMILY

Type of Business Debtor Search Search Conducted 1854313 ONTARIO LIMITED On File 24SEP 2020 Currency File of Family of Families Page Expiry Date Status Number Pages 764203545 3 3 3 3 29JUL 2025 FORM 1C FINANCING STATEMENT / CLAIM FOR LIEN Caution Total Motor Vehicle Registration Registered Registration File Number Page of Filing Pages Schedule Number Under Period https://www.csrs.ca/WebOrderEntry/src/AccountInformation/SearchResultViewer.aspx?id=1154551&div=11553457&ytExempt=&is_highvol=no&is_cert… 3/5 9/25/2020 Personal Property Lien: Enquiry Result 764203545 001 1 20200729 1234 P PPSA 05 92 1902 6896

Individual Date of Birth First Given Name Initial Surname Debtor Ontario Corporation Business Debtor Name Business Number Debtor 1854313 ONTARIO LIMITED 001854313 Address City Province Postal Code 50-100 KING STREET WEST CHATHAM ONTA N7M 6A9

Individual Date of Birth First Given Name Initial Surname Debtor Ontario Corporation Business Debtor Name Business Number Debtor

Address City Province Postal Code

Secured Secured Party / Lien Claimant Party TOUCHSTONE GROUP LTD. Address City Province Postal Code 48 FINCH AVE. WEST TORONTO ON M2N 2H2

Motor Date of No Fixed Consumer Inventory Equipment Accounts Other Vehicle Amount Maturity Maturity Collateral Goods Classification Included or Date X 29JUL2025

Motor Year Make Model V.I.N. Vehicle Description

General Collateral Description General ALL RENT COLLECTED FROM TENANTS OF 100 KING STREET WEST AND 46 Collateral Description WELLINGTON ST. WEST, CHATHAM, ON

Registering Registering Agent Agent MARTHA ZOTOV Address City Province Postal Code 655 SHEPPARD AVE. WEST TORONTO ON M3H 2S4

LAST PAGE

https://www.csrs.ca/WebOrderEntry/src/AccountInformation/SearchResultViewer.aspx?id=1154551&div=11553457&ytExempt=&is_highvol=no&is_cert… 4/5 9/25/2020 Personal Property Lien: Enquiry Result 93 This service is tested daily with McAfee SECURE™ to ensure the security of the transaction and information.

At ServiceOntario, we respect your right to privacy and value the trust you place in us. Read more about ServiceOntario's Privacy Statement.

ServiceOntario Contact Centre

Web Page ID: WEnqResult System Date: 25SEP2020 Last Modified: November 03, 2019

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https://www.csrs.ca/WebOrderEntry/src/AccountInformation/SearchResultViewer.aspx?id=1154551&div=11553457&ytExempt=&is_highvol=no&is_cert… 5/5

This is Exhibit “M” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News 94 Public asked for input on improving Downtown Chatham Centre

Ellwood Shreve More from Ellwood Shreve (https://www.chathamdailynews.ca/author/eshreve)

Published on: September 9, 2020 | Last Updated: September 9, 2020 5:36 PM EDT

Lynn O'Brien, interim general manager of the Downtown Chatham Centre, wants to hear ideas and suggestions from the public to help bring the downtown Chatham mall back to life. Ellwood Shreve/Chatham Daily News/Postmedia Network E L LW O O D S H R E V E / E L LW O O D S H R E V E / T H E D A I LY N E W S

The Downtown Chatham Centre is back under the management of its previous owner, and the plan is to get it back up and running properly after several tenants have left.

But that will take some time.

https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 1/6 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News 95 “We’re just restructuring now. We’ve got to get things in order before we decide what we’re going to do,” said Matthew Moyal, owner of Touchstone Group Ltd.

He said the property was turned back over about a month ago after the previous owner defaulted on the mortgage.

“We’re just guring out what’s going on with (the mall). … We haven’t been in the picture for awhile,” Moyal said.

He said there’s a lot of dierent pieces to deal with in order to formulate a plan to get more tenants into the mall.

It’s expected to take a few more months to nalize that plan, he added.

The Downtown Chatham Centre has seen some tough times over the past few years, including the loss of anchor tenants like Sears, which closed several stores due to bankruptcy in the fall of 2017, and Sport Chek.

The fortunes of the mall appeared to be taking a turn for the better when the Hart department store opened as a new anchor tenant in May 2018.

However, there’s been a steady loss of tenants in recent months.

Former mall general manager Lynn O’Brien has been brought back by Touchstone on an interim basis to help right the ship.

“I’m just doing the best I can to get (the mall) cleaned up and working with the tenants that are here,” she said.

She also plans to reach out to some of the tenants that left.

O’Brien said the mall ownership is seeking public input on what residents would like to see in the Downtown Chatham Centre.

She encouraged residents to submit every kind of idea or suggestion that she will then bring to the ownership. https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 2/6 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News 96 “The more (ideas) that we have, the more we can show, as a community, what we want here,” she said.

Ideas and suggestions can be forwarded to O’Brien via email at [email protected] (mailto:[email protected]) or by calling 519-351-1271.

“There is a capacity to have retail here and retail we need, but we have to convince them why they should come here,” O’Brien said.

Jarnail Gahunia and his wife Inder have operated T’s and Sweats for 44 years in business, including the last 11 years at the downtown centre.

He said O’Brien recruited them to come to the mall, adding she kept her promise to allow them to close their store in the mall for a few weeks on occasion so they could take a vacation.

Although he believes the economy and the impact of COVID-19 has hurt many businesses, Gahunia is hopeful the current management can turn things around.

“There is a lot of potential in this mall,” Gahunia said.

But, he added, a lot of changes need to be made, in particular repairing the escalator to provide easier access to the second oor, especially for seniors.

O’Brien said part of her work is compiling a list and getting estimates for work that needs to be done at the mall.

[email protected]

TRENDING IN CANADA () The new face of the of Canada New Green Party of Canada leader https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 3/6 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News Canada leader…97

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Comments

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Bruce Allen Bulldoze the damn thing. It's finished. In fact, it's an embarrassment to the downtown core at this point 'Glory Days' were over a long time ago and they'll never return. It's time we put this dead horse out of and for all.

Like · Reply · 3 · 6w · Edited

Joy Ash Getting paid every month easily more than $15k just by doing simple job online. Last month i received $17529 from this online job just by giving this 2 hrs a day online. start earning more by follow instructions here......

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The Word " ℠ " is not with web address. Like · Reply · 6w https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 4/6 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News 98 Shirley Brian Seller It doesn’t look as bad as the high rise that will never get finished..lol

Like · Reply · 1 · 6w

Carla Bushey I work at Charm Diamonds and we are busy! Would be nice to have more businesses so people can s new people in Chatham that have moved here and would be nice to have entertainment and maybe a in mall.

Like · Reply · 1 · 6w

Jamil Shah I am earning online more than $8650 by doing a very simply online job from my home. By doing this in able to save enough to buy me a new car in just a few months. This is so freaking easy that everyone it.Definitely a try....,

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Carollyne Beenham Revamp the old Sears section into smaller stores. Big box stores are disastrous in wanting too much f typically restricting who Mall Management can bring in to prevent competition. Bring in pop-up stores whilst revamping; Exterior of the Mall looks more like an institutional building, needs change. Like · Reply · 6w

Larry Yott Needs to become a destination. Perhaps an antique mall and indoor market (think St Lawrence) in the good restaurant where Excalibur used to be. Like · Reply · 6w

Dennis Brown I tried to sell the idea of a large scale train display which would attract children. Where the kids want to follow. At that time, it wasn't really understood. I am now more than a decade older and times have cha

Like · Reply · 1 · 6w

Shirley Brian Seller I would love to see a Bath and Body Works store in Chatham Kent. And a store that sells ladies and m not so much money like Marks work wearhouse..they have some nice things but cost a arm and a leg people

Like · Reply · 1 · 6w

Barbara Carriere Bring in a costco..people love them

Like · Reply · 1 · 6w

Judy Goldhawk Some of those ideas are great. My suggestion is East Side Marios and Bed Bath and Beyond, and wh of that store that had all the luggage and purses? I liked it a lot. https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 5/6 10/26/2020 Public asked for input on improving Downtown Chatham Centre | Chatham Daily News Like · Reply · 6w 99

Candie Johnson I agree with the suggestion someone else said about a Bath & Body Works. Other stores that could do would appeal to many are H&M, Urban Planet, and American Eagle. Like · Reply · 6w

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https://www.chathamdailynews.ca/news/local-news/public-asked-for-input-on-improving-downtown-chatham-centre 6/6

This is Exhibit “N” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 100

NOTICE OF SALE UNDER MORTGAGE

,v TO: SEE SCHEDULE "A" ATTACHED . ^

Take notice that default has been made in payment of the moneys due under a certain mortgage dated the 27th day of November 2019, made between, 1854313 ONTAEIO LIMITED as mortgagors, and TOUCHSTONE GROUP LTD as mortgagee, upon the following property, namely:

LOTS 1-20 JPLAN 16, MARKET BLOCK ,PLAN OLD SURVEY(FORMEKLY EAST MARKET SQ AND WEST MARKET SQUARE LOTS 85-89, PART OF LOTS 78,81 AND84 PART OF SDCTH ST PLAN OLD SURVEY AND PART OF LANE,PLAN 16 CLOSED BY 375265 AND 227898 AS IN 370184 AND DESIGNATED AS PARTS 1-30, 32-35,37-52 24R2372 EXCEPT PART I 24R3074 S/T 388756 DOWNTOWN CHATHAM CENTRE SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS 123456789 16 17 1819 AND LNE PLAN 16 AND PART OF LOTS 81 84 86 AND MARKET BLOCK OLD SURVEY DESIGNATED AS PARTS 4567 AND 9 24R8587 AS IN CK89601 SUBJECT TO AN EASEMENT IN GROSS OVER PART OF LOTS I 23456789 16 17 18 19 AND LANE PLAN 16 AND PART OF LOTS 81 84 AND MARKET BLOCK OLD SURVEY DESIGNATED AS PARTS 2 5 AND 9 24 R 8587 AS IN CK89603 MUNICIPALITY CHATHAM -KENT.

Which mortgage was registered on the 27TH day of NOVEMBER 2019 , in the Land Registry Officer for the Land Titles Division of CHATBAM, as No. CK 166679

\ AND I hereby give you notice that the amount now due on the mortgage for \ principal, money, interest, costs , excluding arrears in , first mortgage principal and / or interest arrears, property and HST taxes and or insurance premiums, respectively, are as follows:- ($) For Principal 4,000,000.00 For interest 110,645.15 For collection/ management fees 2,5 00 .00 For legal fees/costs 7500.00 TOTAL: 4,120,645.15

(such amount for costs being up to and including the service of this Notice only, and thereafter such costs and disbursements will be charged as may be proper) together with interest at the rate of 7 per cent, per annum, on the principal and interest hereinbefore mentioned, from the 23rd day of July 2020 to the date of payment. 101

And unless the said sums are paid on or before the 11th day of September 2020,I shall sell the property covered by the said mortgage under the provisions contained in it.

This notice is given to you as you appear to have an interest in the mortgaged property and may be entitled to redeem the same.

Dated the 23rd day of July 2020

Touchstone Group Ltd. By their solicitors Moyai and Associates 48 FINCH AVE WEST TORONTO,ONTARIO M2N2H2 TEL-416-733-0330 ;7 FAX-416-250-1818 matthew@moyalaj0^1associates.com Per:

Matthe

•9 102

SCHEDULE "A'

1854313 ONTARIO LIMITED C/0 SYED BUKHARI 100 KING ST WEST CHATHAM ,ONTARIO N7M 6A9

SYED-ARJAMAND BUKHARt 9570 HALDIBROOK ROAD CALEDONIA ,ON N3W 2G9

MRS. LEIGH-ANN BUKHAM 9570 HALDIBROOK ROAD CALEDONIA,ON N3W 2G9

BANK OF NOVA SCOTIA 40 King St W, Toronto, ON M5H 1H1

'%..

This is Exhibit “O” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 103

Allan Lipman

From: Lynn O'Brien Sent: October 20, 2020 1 2:22 PM To: Allan Lipman Subject: Service Elevator and other major repairs.

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good morning,

FYI - The TSSA has just shut down our service elevator because we do not have a maintenance contract for same. I will contact Kone and Schindler for quotes, however, I do not know if they will come unless they are assured they will be paid.

I am getting prices or snow removal, however, again I don't know if they will come unless they know they will be paid.

In effect, I am saying....something needs to happen. We also have no heat in the Sears location and there have been 8 water breaks in the past 2 years. I have the quote to repair the boiler...it is costly....about $15,000 but we cannot leave it unheated for a third season. Also, the main entrance of the mall needs a new Reznor heater, cost probably 10,000 to 12,500. They used a tiny white home heater in the corner for two years...... it was freezing cold into the mail and tenants kept their doors closed last year and the year before as I understand.

This is very frustrating and as a seasoned vet of this industry. I am at the end of my rope.

Lynn 0

This is Exhibit “P” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 104

Our file no. 67902

October 20, 2020

BY EMAILTO: [email protected]

Matthew Moyal c/o Matthew M. Moyal, Professional Corporation 48 Finch Ave West Toronto, Ontario M2N 2H2

Dear Sir:

Re: Syed Bukahari and Purchase of 100 King Street West, Chatham, Ontario (the Property”) and subsequent financing with the Bank of Nova Scotia.

The Bank of Nova Scotia has just been advised by the Co-operators Insurance Company that insurance on the mall was cancelled on July 15, 2020. As you are in care and control of the mall please ensure there is insurance placed thereon for an adequate amount noting the interest of the Bank of Nova Scotia as a first mortgagee containing a standard mortgage clause.

Your immediate attention to providing us with proof thereof is required.

Yours very truly, LIPMAN, ZENER & WAXMAN PC

Allan L. Lipman Per: Allan L. Lipman ALL:vb cc: cc: cc: cc:

This is Exhibit “Q” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 105

From: Matthew Moyal Sent: October 21, 2020 7:23 PM To: Allan Lipman Cc: @scotiabank.com>; scotiabank.com; @scotiabank.com>; @scotiabank.com> Subject: Re: Policy Number 4000928890

1 106 CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I called insurance today to put scotia on the policy. Will get it to you tomorrow Thx

Matthew

On Oct 21, 2020, at 11:30 AM, Allan Lipman wrote:

Thanks

Is there insurance in place today? Assuming so please provide me with confirmation from the Insurer asap

Allan L. Lipman | B.A., LL.B., LL.M. T. 416 789 0652 x304 F. 416 789 9015 [email protected]

Lipman, Zener & Waxman PC Barristers & Solicitors 1220 Eglinton Avenue West Toronto ON, M6C 2E3 lzwlaw.com

*WE ARE MOVING! Effective March 2, 2020 my new contact information will be:

100 Sheppard Avenue East, Suite 850 Toronto, ON M2N 6N5 Direct: (416)789-0654

The office general line and the office fax number will remain the same. Please update your records to reflect this change. Thank you.

This message and any attachments are intended only for the addressee(s) and may contain privileged or confidential information. Any unauthorized disclosure is strictly prohibited. If you have received this message in error, please notify us immediately so that we may correct our internal records. Please then permanently delete the original message and any attachments and destroy any copies. Thank you.

From: Matthew Moyal Sent: October 21, 2020 11:29 AM To: Allan Lipman Cc: @scotiabank.com>; @scotiabank.com; @scotiabank.com>; @scotiabank.com> Subject: Re: Policy Number 4000928890

2 107 CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Yes I have been in touch with insurance last few months. They have to decide if I take over old policy or open new one as syed in arrears I will keep u posted

Matthew

On Oct 21, 2020, at 10:53 AM, Allan Lipman wrote:

Mr Moyal

Further to our earlier letter today please see attached notice of cancellation of insurance.

As you are managing the property the Bank is relying on you to ensure there is insurance and will hold you liable for any damages it suffers due the lack thereof.

As Receiver in possession you have statutory and commercial duties to comply with.

As well please provide me with a statement of receipts of rent and disbursements from Aug 1, 2020 until the present.

Regards

Allan L. Lipman | B.A., LL.B., LL.M. T. 416 789 0652 x304 F. 416 789 9015 [email protected]

Lipman, Zener & Waxman PC Barristers & Solicitors 1220 Eglinton Avenue West Toronto ON, M6C 2E3 lzwlaw.com

*WE ARE MOVING! Effective March 2, 2020 my new contact information will be:

100 Sheppard Avenue East, Suite 850 Toronto, ON M2N 6N5 Direct: (416)789-0654

The office general line and the office fax number will remain the same. Please update your records to reflect this change. Thank you.

3 108 This message and any attachments are intended only for the addressee(s) and may contain privileged or confidential information. Any unauthorized disclosure is strictly prohibited. If you have received this message in error, please notify us immediately so that we may correct our internal records. Please then permanently delete the original message and any attachments and destroy any copies. Thank you.

From: Shaelynn Brophy Sent: October 21, 2020 9:59 AM To: @scotiabank.com> Cc: Allan Lipman ; @scotiabank.com> Subject: RE: Policy Number 4000928890

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please find attached the Registered Letter of Cancellation that mailed on August 7, 2020. This is the only letter that was mailed to The Bank of Nova Scotia regarding the cancellation of Policy #40009288920.

Thanks Shae-Lynn Brophy Associate Insurance Advisor The Co-operators 467 St. Clair Street Chatham, ON N7L 3K6 Phone: 519-358-7600 Fax: 519-358-7601 Toll Free Claims: 1-877-NU-CLAIM (682-5246)

Go Paperless email wordmark icon and message. Download our free app on iTunes or the Play Store today!

The information in this email and in any attachements is confidential and may be privileged. If you are not the intended recipient, please destroy this message, delete any copies held on your systems and notify the sender immediately. You should not retain, copy or use this e-mail for any purpose, nor disclose all or any part of its content to any other person. Thank-you

Please consider the environment before printing this message. This message, including any documents attached, may contain privileged and confidential information intended for the recipient only. Any unauthorized use, copying or disclosure is prohibited. If you have received this message in error, please notify the sender by email and delete or destroy all copies of this message. We use reasonable safeguards to protect all information collected, used, retained and disclosed in the course of conducting business; however, email may be vulnerable to interception by unauthorized parties. We discourage you from emailing personal or sensitive information. If you provided your email to us, or if you contacted us by email, we accept this as your consent to communicate with you by email. If you do not wish for us to communicate with you by email, please notify us at your earliest convenience.

Avant d’imprimer ce message, pensez à l’environnement. Ce message, y compris tout document qui y est annexé, peut contenir des renseignements confidentiels et privés destinés exclusivement à son destinataire. Toute utilisation, copie ou divulgation non autorisée est strictement interdite. Si vous avez reçu ce message par erreur, veuillez en aviser immédiatement l’expéditeur par courriel et détruire ou supprimer toutes les copies existantes de ce message. Nous prenons des mesures de protection raisonnables pour protéger toute information recueillie, utilisée, conservée et divulguée dans le cadre de nos affaires; cependant, un courriel est susceptible d’être intercepté par des tiers non autorisés. Nous vous déconseillons de communiquer par courriel des renseignements personnels ou sensibles. Si vous nous avez fourni votre adresse courriel ou que vous nous avez envoyé un courriel, nous tenons pour acquis que vous acceptez de communiquer avec nous par courrier électronique. Si vous ne voulez pas recevoir de courriels de notre part, veuillez nous en aviser dans les plus brefs délais. 4 109

From: @scotiabank.com> Sent: October 21, 2020 9:59 AM To: Shaelynn Brophy Cc: Allan Lipman ; @scotiabank.com> Subject: RE: Policy Number 4000928890

Avis: Courriel Externe / Caution: External Email

Hi Shaelynn,

Can you please send the notice of termination of this insurance policy to our counsel Allan Lipman ([email protected]) as it seems to keep getting rejected by the BNS server and not received.

Please confirm when sent.

Thanks,

From: Sent: October-21-20 9:49 AM To: [email protected] Subject: Policy Number 4000928890

Hi Shaelynn,

Please confirm receipt.

This e-mail, including any attachments, is confidential and may be privileged and is for the intended recipient(s) only. If received in error, please immediately delete this email and any attachments and contact the sender. Unauthorized copying, use or disclosure

5 110 of this email or its content or attachments is prohibited. For full email disclaimer, click here.

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Pour obtenir la traduction en français, cliquez ici.

Haga clic aquí para ver la traducción al español.

This is Exhibit “R” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 111

From: Lynn O'Brien Sent: October 23, 2020 1:41 PM To: Allan Lipman Subject: Rumour(s)

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. 1 112

As you are well aware, small cities are home to the....everybody knows everybody and everybody "thinks" they know everything. I do not participate in rumours. I have been in this industry far to long and know that the people on the floor like to gossip. Unfortunately, this mall is definitely in dire straits and my fear is that if something is not done to show the remaining tenants something is going to happen....we are in for a mass exodus.

The Band-Aids are falling off this place and if something isn't done. Send a memo and close the doors because there will be no tenants left.

I hope there are plans to do something and soon.

Lynn O

This is Exhibit “S” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 10/26/2020 Property Search | REALTOR.ca 113

100 King St W, Chatham, ON N7M6A9 Min Price Max Price Building Size Land Size

...... Chatham CiaiBispB' Results: 2 Listings List f

w^ •4a '9-Sf^'w- -^& Sort By i Date Posted (new to old) Hi •a "e&- 0 's^. a :':^r: $895,446 •^- ^Zoma^eart 137 King STREET West, '*-**| Chatham, Ontario Lockeciin Cbateam '•3" Escape: Rooms ,eiWsl ©' v ROYAL LBW3EFBFS? REALTY Brokerage 'W9&t^

^1 Levets" I $825,000 23 KING STREET East, .s: Chatham. Ontario ,

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ffl.SO. Trusted Estings from RSa.LTOR® Agents. T^is t-A.Qgf n-srk ar^J associated iogcs identify professic-nai ssr/fces rendsred by F^\LTORF? rs^ntiers of CREf\ to effect the purchase, safe and i-sase of real estats as part of a cooperative seirig systeTi.

©2020 Ttie Canadian ResE Estate Association. AIE richis rsserveri. The trademarks REALTOR®, REA.LTOP3® anc the R£^LTOFag> (050 are ccnfroiled by C^EA and identify real eststo professionals w ho are srerrfaers o? CRE^.

https://wiftw.realtor.ca/map#ZoomLe\el=18&Center=42.404365%2C-82.183832&LatitudeMa>p42.40594&LongitudeMax=-82.17958&LatitudeMin=42.40279&Long... 1/1 114 Please note the following: If there is a change in Prime rate the per diem will change. The current rate respectively is 2.450%. Upon receipt of funds to close the credit facilities, we undertake to discharge our security.

Total Payout Amounts Total Payout Amount CAD _| $13,930,609.77

Remittance of funds instructions:

CAD TRANSFERS (If applicable) Bank Name: The Bank of Nova Scotia Business Service Centre Tahoe B Hub 4715 Tahoe Blvd, Mississauga, ON L4W OB4 SWIFT: NOSCCATT Bank Number: 002 Transit # & Account #: 47696 (Transit number is account number) Beneficiary Name; The Bank of Nova Scotia Payments Detail/Reference: Payouts - Service - Processing 1854313 Ontario Limited- Loan Payout

Bank Draft/Certified Cheque:

Please remit to your local Scotiabank branch

Internal use: DIGITAL COURIER Transit: 06502 Payments Detail/Reference: Task Type: Payout- Task Reason: Payout

We (1854313 Ontario Limited) authorize the Bank of Nova Scotia to debit our account:

Account Number: Account Name: (1854313 Ontario Limited) for CAD $.

Authorized Signature: _ Date: Authorized Signature: _ Date:

Should you have any questions, please contact Nidhi M. at the Business Service Centre at 1-888-855-1234 quoting our reference number above.

Thank you, BSC Payouts Team

This is Exhibit “T” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 \,

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This is Exhibit “U” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 153

Chatham Mall Store List Open Stores 1. Fit 4 Less 2. Hart Home & Fashion 3. Fit 4 Less 4. Hart Home & Fashion 5. Speaking Phones 6. Dollarama 7. Northern Reflections 8. Koodo Cell Kiosk 9. Ts & Sweats 10. Ardene 11. Charm Diamond Centre 12. Midwives of Chatham Kent 13. Fintech Select 14. Guardian Pharmacy 15. Canadian Executive Search Group Vacant Stores with Signage 16. Experimax 17. Hallmark 18. Laura Secord 19. The Reading Room 20. Events Plus 21. The Digital Bean 22. Payless Shoes 23. Ragz 24. Ella Minnow Pea 25. Jurassic Fantastic Party HQ 26. Classic Nails 27. Locked In

This is Exhibit “V” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 154

Upman Allan L. Lipman | B.A., LL B , LL M. zener [email protected] waxman 416-789-0654

Our File No. 67902

October 26, 2020

PERSONAL & CONFIDENTIAL

BY REGISTERED MAIL AND BY REGULAR MAIL AND EMAIL: [email protected]

1854313 Ontario Limited 100 King Street West Chatham, Ontario N7M 6A9

Attention: Sved Bukahri President

And to

1854313 Ontario Limited 1051 Upper James Street, Suite 200 Hamilton, Ontario L9C 3A6

Attention: Sved Bukahri, President

Dear Sirs:

Re: 1854313 Ontario Limited (the "Company") and The Bank of Nova Scotia fthe "Bank'")

Please be advised that we are solicitors for the Bank. The Company is indebted to the Bank pursuant to non-revolving demand term loan, an operating loan and a demand overdraft facility provided by the Bank to the Company as hereinafter indicated:

Non-Revolvine Demand Term Loan

Principal amount outstanding as of the close of business October 26,2020 $13

Accrued and unpaid interest for the period up to and including October 26, 2020 $9

Sub-Total: $13,380,52

LIPMAN,ZENER&WAXMANPC | BARRISTERS & SOLICITORS 100 Sheppard Avenue East, Suite 850, Toronto, Ontario M2N6N5 T. 416-789-0652 F. 416-789-9015 Izwlaw.com 155

lipman zener waxman Page 2 of 3

Interest continuing to accrue calculated at 3.45% per annum at $1,382.96 per diem based on the current principal amount outstanding until the date of receipt of payment or judgment.

Operating Loan

Principal amount outstanding as of the close of business October 26,2020 $

Accrued and unpaid interest for the period up to and including October 26, 2020

Sub-Total: $400,15

Interest continuing to accrue calculated at 3.45% per annum at $37.81 per diem based on the current principal amount outstanding until the date of receipt of payment or judgment.

Demand Overdraft Facility Account No. 476960192317

Balance outstanding as of the close of business October 26,2020 $

Accrued and unpaid interest for the period up to and including October 26, 2020 $

Service Charge $17

Sub-Total: $149,93

Interest continuing to accrue until the date of receipt of payment or judgment

TOTAL: $13,930,6

As you are in default of your payment obligations to and/or your covenants with the Bank, as authorized agents of the Bank, we hereby demand repayment in full of the foregoing indebtedness totalling with respect to the said Loans, plus all legal fees and disbursements incurred by the Bank due to the said default, up to and including the date of payment. Please be advised that if we are not in receipt of payment in full of the foregoing amount, including interest accrued up to and including the date of receipt of payment on or before the close of business November 10, 2020 (the "Demand Date"), we have instructions from the Bank to commence whatever legal proceedings we deem necessary in order to recover the full amount of the 156 lipman San I page30f3

indebtedness due and owing by the Company to the Bank and to enforce all security held by the Bank for the obligations of the Company to the Bank as contemplated in the enclosed notice of intention to enforce security.

Please be advised that we are simultaneously making demand upon the guarantors of the obligations of the Company to the Bank.

Please be advised the time frame indicated in this demand is without prejudice to the Bank terminating its relationship with the Company if at any time between the date hereof and the Demand Date the Company commits an event of default pursuant to any agreement entered into by the Company with the Bank or the Company conducts itself in such a manner as to cause the Bank to feel insecure with respect to the security position held by the Bank for the indebtedness due and owing by the Company to the Bank.

If the foregoing amounts fluctuate for any reason whatsoever between the date hereof and the date of payment of the indebtedness of the Company to the Bank, please consider this demand effective with respect to whatever the balance of principal plus accrued and unpaid interest may be at any time between the date hereof and the Demand Date and if not paid on or before the Demand Date, be considered a demand for the balance due and owing as of the Demand Date.

Please find enclosed a Notice of Intention to Enforce Security being served upon you pursuant to the provisions of the Bankruptcy and Insolvency Act.

Kindly govern yourself accordingly.

Yours very truly,

LIPMAN, ZENER & WAXMAN PC

Per: Allan L. Lipman ALL:vb Ends. ec Syed Bukahri ec 2642614 Ontario Inc. Attention: Syed Bukahri, Director ec ec ec ec Lipman Zener & Waxman PC Attention: lan Klaiman 157

FORM 86

Notice of Intention to Enforce Security (Subsection 244(1))

TO: 1854313 Ontario Limited o/a Downtown Chatham Centre, an insolvent person

TAKE NOTICE THAT:

1. THE BANK OF NOVA SCOTIA, a secured creditor, intends to enforce its security on the property of the insolvent person described below:

(i) All of the right, title and interest of the insolvent person in real property comprised of lots 1 to 20, Plan 16, Market Block, Plan Old Survey (formerly East Market Square and West Market Square) lots 85-89, parts of lots 78, 81 and 84, part of Sixth Street, Plan Old Survey and Part of lane, Plan 16 closed by 375265 and 227898, as in 370184 and designated as Parts 1 to 30, 32 to 35, 37 to 52, 24R2372 except part 1, 24R3074, S/T 388756; Downtown Chatham Centre; subject to an easement in gross over part of lots 1,2, 3, 4, 5, 6, 7,8,9,16,17,18,19 & lane. Plan 16 and part of lots 81, 84, 86 & Market Block, Old survey, designated as parts 4, 5, 6,7 & 9, 24R8587 as in CK89601; subject to an easement in gross over part of lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 19 & lane, Plan 16 and part of lots 81, 84 & Market Block, Old Survey, designated as parts 2,5 & 9, 24R8587 as in CK89603 municipality Chatham-Kent, being property municipally known as 100 King Street West and 46 Wellington Street West, Chatham, Ontario; and

(ii) All assets including personal property, accounts receivable, inventory, equipment, goodwill and intangibles, including in particular all the rents receivable from Chatham Mali being the real property described in (i) above, of the insolvent person wherever located, including those assets located at located at 100 King Street West and 46 Wellington Street West, Chatham, Ontario.

2. The security that is to be enforced is comprised of the following:

(i) A Mortgage/Charge executed and delivered by the insolvent person in favour of The Bank of Nova Scotia registered with the Land Registry Office No. 24 on November 18, 2019 as Instrument No. CK166291; (ii) A Notice of Assignment of Rentals executed and delivered by the insolvent person in favour of The Bank of Nova Scotia registered with the Land Registry Office No. 24 on November 18, 2019 as Instrument No. CK166292; (iii) A General Security Agreement executed and delivered by the insolvent person in favour of The Bank of Nova Scotia dated November 10, 2019; and (iv) An Authority to Hold Funds on Deposit Agreement executed and delivered by the insolvent person in favour of The Bank of Nova Scotia dated November 14,2019 limited to the amount of $125,000.00.

3. The total amount of the indebtedness secured by the security is $1 ncluding principal and interest as of October 26,2020, together with interest and costs continuing to accrue. 158

4. The secured creditor will not have the right to enforce the security until after the expiry of the 10-day period following the sending of this notice, unless the insolvent person consents to an earlier enforcement.

DATED at Toronto this 26th day of October, 2020.

THE BANK OF NOVA SCOTIA by its authorized agent herein LIPMAN, ZENER & WAXMAN PC

Per: Allan L. Lipman

This Notice is a required document under the Bankruptcy & Insolvency Act ("Act"). The use of the word "insolvent" is prescribed by the Act but nothing in it shall be deemed to imply that any person to whom this Notice is delivered is, in fact, insolvent.

Thi s is Exhibit “W” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 159

The Bank of Nova Scotia Business Service Centre

October 26, 2020

1854313 Ontario Limited 100 King St W Chatham,Ontario Canada N7M 6A9

Re: Payout of 1854313 Ontario Limited Reference # LPO201026-0001

As requested, the payout figures as of October 26, 2020 inclusive are as follows:

Overdraft Facility on Deposit Account # ‘s listed below:

Deposit Account # Currency Outstanding Overdraft Service Overdraft Payout Amount (CAD/USD) Amount Protection Charge Interest Fee Amount Amount 476960192317 CAD $0.00

Subtotal Deposit Payout Amount CAD

Payout figure on the Overdraft Facility is subject to change based on the availability of the client to borrow.

Loan Account(s):

Loan # Loan Currency Loan Interest Interest Total Facility (CAD/USD) Principal Per Diem Type: Rate Outstanding #: 476960003379 01 CAD Term 3.800% 476960003379 02 CAD Operator 3.450% Subtotal Loan Outstanding Amount CAD

Payout figure on the Operating Facility is subject to change based on the availability of the client to borrow.

Loan Payment Amount and Due Date:

Currency Payment ** Principal Loan # Loan Facility #: (CAD/USD) Due Date Payment Amount Amount yyyy-mm- dd 476960003379 01 CAD 2020-08-15 476960003379 02 CAD

** For each loan and its respective facility, please find above the outstanding principal amount which is valid until the next scheduled payment due date.

Business Credit Card Account (s):

Currency Business Credit Card Business Card Type (CAD/USD) Payout Amount Account # 4537500011179549 Scotiabank VISA Business Card CAD Subtotal Credit Card Amount CAD

Payout figure on the Visa Facility is subject to change based on the availability of the client to borrow.

For the Scotiabank Visa Business Card, additional funds might be required after payout for transactions that have not been posted yet. You will undertake to cancel all pre-authorized payments that were set up with the Visa.

1 Please note the following: 160 - If there is a change in Prime rate the per diem will change. The current rate respectively is 2.450%. - Upon receipt of funds to close the credit facilities, we undertake to discharge our security.

Total Payout Amounts Total Payout Amount CAD

Remittance of funds instructions:

CAD TRANSFERS (If applicable) Bank Name: The Bank of Nova Scotia Business Service Centre Tahoe B Hub 4715 Tahoe Blvd, Mississauga, ON L4W 0B4 SWIFT: NOSCCATT Bank Number: 002 Transit # & Account #: 47696 (Transit number is account number) Beneficiary Name: The Bank of Nova Scotia Payments Detail/Reference: Payouts – Service - Processing 1854313 Ontario Limited– Loan Payout

Bank Draft/Certified Cheque:

Please remit to your local Scotiabank branch

Internal use: DIGITAL COURIER Transit: 06502 Payments Detail/Reference: Task Type: Payout- Task Reason: Payout

We (1854313 Ontario Limited) authorize the Bank of Nova Scotia to debit our account:

Account Number: Account Name: (1854313 Ontario Limited) for CAD $

Authorized Signature: Date:

Should you have any questions, please contact Nidhi M. at the Business Service Centre at 1-888-855-1234 quoting our reference number above.

Thank you, BSC Payouts Team

This is Exhibit “X” referred to in the

Affidavit of sworn

this 26th day of October, 2020

Commissioner for Taking Affidavits (or as may be)*

*virtually commissioned by John H. Reiterowski (LSO #63199V), as per LSO Corporate Statement re COVID-19 161

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED

Respondent

CONSENT

BDO Canada Limited hereby consents to act as Receiver of the property, assets and undertakings of 1854313 Ontario Limited as described in the form of the draft Order included with The Bank of Nova Scotia's Application Record with such amendments as may be ordered by the Court, such amendments on notice to and acceptable to BDO Canada Limited.

October 26, 2020 BDO Canada Limited

Per: ______

Name: I have authority to bind the corporation

TAB 3 162

Court File No. CV-20-00650239-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE MR. ) THURSDAY, THE 29 ) JUSTICE CAVANAGH DAY OF OCTOBER, 2020 )

IN THE MATTER OF SECTION 243 (1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3 AS AMENDED;

IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990 c.C-43, AS AMENDED

B E T W E E N:

THE BANK OF NOVA SCOTIA Applicant

-and-

1854313 ONTARIO LIMITED

Respondent

ORDER (appointing Receiver)

THIS MOTION made by the Plaintiff1 for an Order pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of

1 Section 243(1) of the BIA provides that the Court may appoint a receiver "on application by a secured creditor".

DOCSTOR: 1771742\9

163 - 2 - the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing BDO Canada Limited ("BDO") as receiver [and manager] (in such capacities, the "Receiver") without security, of all of the assets, undertakings and properties of 1854313 Ontario Limited (the "Debtor") acquired for, or used in relation to a business carried on by the Debtor, was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the affidavit of sworn October 26, 2020 and the Exhibits thereto and on hearing the submissions of counsel for all parties referenced on the Counsel Slip and on reading the consent of BDO to act as the Receiver,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion is hereby abridged and validated2 so that this motion is properly returnable today and hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of the CJA, BDO is hereby appointed Receiver, without security, of all of the assets, undertakings and properties of the Debtor acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (the "Property").

RECEIVER’S POWERS

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

2 If service is effected in a manner other than as authorized by the Ontario Rules of Civil Procedure, an order validating irregular service is required pursuant to Rule 16.08 of the Rules of Civil Procedure and may be granted in appropriate circumstances.

DOCSTOR: 1771742\9 164 - 3 -

(a) to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;

(b) to receive, preserve, and protect the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable;

(c) to manage, operate, and carry on the business of the Debtor, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to carry on all or any part of the business, or cease to perform any contracts of the Debtor;

(d) to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the Receiver's powers and duties, including without limitation those conferred by this Order;

(e) to purchase or lease such machinery, equipment, inventories, supplies, premises or other assets to continue the business of the Debtor or any part or parts thereof;

(f) to receive and collect all monies and accounts now owed or hereafter owing to the Debtor and to exercise all remedies of the Debtor in collecting such monies, including, without limitation, to enforce any security held by the Debtor;

(g) to settle, extend or compromise any indebtedness owing to the Debtor;

DOCSTOR: 1771742\9 165 - 4 -

(h) to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of the Debtor, for any purpose pursuant to this Order;

(i) to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Debtor, the Property or the Receiver, and to settle or compromise any such proceedings.3 The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding;

(j) to market any or all of the Property, including advertising and soliciting offers in respect of the Property or any part or parts thereof and negotiating such terms and conditions of sale as the Receiver in its discretion may deem appropriate;

(k) to sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not exceeding $150,000.00, provided that the aggregate consideration for all such transactions does not exceed $750,000.00; and

(ii) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario Personal Property Security Act, [or section 31 of the Ontario Mortgages

3 This model order does not include specific authority permitting the Receiver to either file an assignment in bankruptcy on behalf of the Debtor, or to consent to the making of a bankruptcy order against the Debtor. A bankruptcy may have the effect of altering the priorities among creditors, and therefore the specific authority of the Court should be sought if the Receiver wishes to take one of these steps.

DOCSTOR: 1771742\9 166 - 5 -

Act, as the case may be,]4 shall not be required, and in each case the Ontario Bulk Sales Act shall not apply.

(l) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property;

(m) to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable;

(n) to register a copy of this Order and any other Orders in respect of the Property against title to any of the Property;

(o) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Debtor;

(o)(p) to file an assignment in bankruptcy of behalf of the Debtor pursuant to the BIA;

(p)(q) to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtor, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtor;

(q)(r) to exercise any shareholder, partnership, joint venture or other rights which the Debtor may have; and

4 If the Receiver will be dealing with assets in other provinces, consider adding references to applicable statutes in other provinces. If this is done, those statutes must be reviewed to ensure that the Receiver is exempt from or can be exempted from such notice periods, and further that the Ontario Court has the jurisdiction to grant such an exemption.

DOCSTOR: 1771742\9 167 - 6 -

(r)(s) to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations. and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtor, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations, governmental bodies or agencies, or other entities having notice of this Order, including, but not limited to, Touchstone Group Ltd. and Matthew Moyal (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property to the Receiver upon the Receiver's request.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the existence of any books, documents, securities, contracts, orders, corporate and accounting records, and any other papers, records and information of any kind related to the business or affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure. Without in any way limiting the generality of the foregoing, Touchstone Group Inc. and Matthew Moyal shall forthwith provide the Receiver with a complete accounting, including a statement of receipts and disbursements, and remittance of any rent

DOCSTOR: 1771742\9 168 - 7 - collected from tenants of the Debtor in connection with the property municipally known as 100 King St. West, Chatham, Ontario and operating as the Downtown Chatham Centre.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may in its discretion require including providing the Receiver with instructions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information.

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

NO PROCEEDINGS AGAINST THE RECEIVER

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

DOCSTOR: 1771742\9 169 - 8 -

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

10. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or affecting the Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided however that this stay and suspension does not apply in respect of any "eligible financial contract" as defined in the BIA, and further provided that nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from compliance with statutory or regulatory provisions relating to health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of or held by the Debtor, without written consent of the Receiver or leave of this Court.

CONTINUATION OF SERVICES

12. THIS COURT ORDERS that all Persons having oral or written agreements with the Debtor or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Debtor are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by the Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current

DOCSTOR: 1771742\9 170 - 9 - telephone numbers, facsimile numbers, internet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with normal payment practices of the Debtor or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall be deposited into one or more new accounts to be opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further Order of this Court.

EMPLOYEES

14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Receiver shall not be liable for any employee-related liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act.

PIPEDA AND CASL

15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

DOCSTOR: 1771742\9 171 - 10 - whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.

15.16. THIS COURT ORDERS that any and all interested stakeholders in this proceeding and their counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in this proceeding, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to such other interested stakeholders in this proceeding and their counsel and advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

LIMITATION ON ENVIRONMENTAL LIABILITIES

16.17. THIS COURT ORDERS that nothing herein contained shall require the Receiver to occupy or to take control, care, charge, possession or management (separately and/or collectively, "Possession") of any of the Property that might be environmentally contaminated, might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of a substance contrary to any federal, provincial or other law respecting the protection, conservation, enhancement, remediation or rehabilitation of the environment or relating to the disposal of waste or other contamination including, without limitation, the Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations thereunder (the "Environmental Legislation"), provided however that nothing herein shall exempt the Receiver from any duty to report or make disclosure imposed by applicable Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of

DOCSTOR: 1771742\9 172 - 11 - any of the Property within the meaning of any Environmental Legislation, unless it is actually in possession.

LIMITATION ON THE RECEIVER’S LIABILITY

17.18. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result of its appointment or the carrying out the provisions of this Order, including, but not limited to, any illness or bodily harm resulting from a party or parties contracting COVID-19, save and except for any gross negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any other applicable legislation.

RECEIVER'S ACCOUNTS

18.19. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their reasonable fees and disbursements, in each case at their standard rates and charges unless otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such fees and disbursements, both before and after the making of this Order in respect of these proceedings, and that the Receiver's Charge shall form a first charge on the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.5

19.20. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts from time to time, and for this purpose the accounts of the Receiver and its legal counsel are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

20.21. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

5 Note that subsection 243(6) of the BIA provides that the Court may not make such an order "unless it is satisfied that the secured creditors who would be materially affected by the order were given reasonable notice and an opportunity to make representations".

DOCSTOR: 1771742\9 173 - 12 - fees and disbursements, including legal fees and disbursements, incurred at the standard rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

21.22. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $500,000.00 (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver’s Charge and the charges as set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

22.23. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.

23.24. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver’s Certificates") for any amount borrowed by it pursuant to this Order.

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

DOCSTOR: 1771742\9 174 - 13 -

SERVICE AND NOTICE

25.26. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the “Protocol”) is approved and adopted by reference herein and, in this proceeding, the service of documents made in accordance with the Protocol (which can be found on the Commercial List website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service- 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. This Court further orders that a Case Website shall be established in accordance with the Protocol with the following URL ‘<@>’.

26.27. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any other materials and orders in these proceedings, any notices or other correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile transmission to the Debtor's creditors or other interested parties at their respective addresses as last shown on the records of the Debtor and that any such service or distribution by courier, personal delivery or facsimile transmission shall be deemed to be received on the next business day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day after mailing.

GENERAL

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

28.29. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtor.

29.30. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in carrying out the terms of this

DOCSTOR: 1771742\9 175 - 14 -

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order.

30.31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order, and that the Receiver is authorized and empowered to act as a representative in respect of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction outside Canada.

31.32. THIS COURT ORDERS that the Plaintiff Applicant shall have its costs of this motion, up to and including entry and service of this Order, provided for by the terms of the Plaintiff’s Applicant's security or, if not so provided by the Plaintiff's Applicant's security, then on a substantial indemnity basis to be paid by the Receiver from the Debtor's estate with such priority and at such time as this Court may determine.

32.33. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven (7) days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

______

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DOCSTOR: 1771742\8

SCHEDULE "A"

RECEIVER CERTIFICATE

CERTIFICATE NO. ______

AMOUNT $______

1. THIS IS TO CERTIFY that [RECEIVER'S NAME]BDO Canada Limited, the receiver (the "Receiver") of the assets, undertakings and properties [DEBTOR'S NAME]1854313 Ontario Inc. acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the “Property”) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the ___ day of ______, 20__ (the "Order") made in an action having Court file number __-CL-______, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of $______, being part of the total principal sum of $______which the Receiver is authorized to borrow under and pursuant to the Order.

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

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

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

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

DOCSTOR-#1771742-v8-Model_Receivership_Order_(T__Reyes).doc 177 - 2 - to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.

DATED the _____ day of ______, 20__.

BDO Canada Limited, solely in its capacity as Receiver of the Property, and not in its personal capacity

Per: Name: Title:

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DOCSTOR: 1771742\8 THE BANK OF NOVA SCOTIA -and- 1854313 ONTARIO LIMITED

Applicant Respondent

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceedings commenced at TORONTO

ORDER (appointing Receiver)

LIPMAN, ZENER & WAXMAN PC Barristers and Solicitors 100 Sheppard Avenue East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. 58955G Jason Spetter Law Society No. 46105S

Direct: 416-789-0658 / 416-789-0655 Fax: 416-789-9015 Email: [email protected] [email protected]

Lawyers for the Applicant

DOCSTOR-#1771742-v8-Model_Receivership_Order_(T__Reyes).doc

THE BANK OF NOVA SCOTIA -and- 1854313 ONTARIO LIMITED

Applicant Respondent

Court File No. CV-20-00650239-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceedings commenced at TORONTO

APPLICATION RECORD

LIPMAN, ZENER & WAXMAN PC Barristers and Solicitors 100 Sheppard Avenue East, Suite 850 Toronto, Ontario M2N 6N5

Ian Klaiman Law Society No. 58955G Jason Spetter Law Society No. 46105S

Direct: 416-789-0658 / 416-789-0655 Fax: 416-789-9015 Email: [email protected] [email protected]

Lawyers for the Applicant