Court File No. CV-19-615922-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

BETWEEN: ROYAL BANK OF CANADA Applicant - and-

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

MOTION RECORD OF BDO CANADA LIMITED (returnable October 16, 2019)

October 2, 2019 MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Raymond M. Slattery (LSO#204 79L) [email protected]

Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BDO Canada Limited, in its capacity as Receiver ofD.M. Robichaud Associates Ltd. - 2 -

TO: THE SERVICE LIST ATTACHED SERVICE LIST

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

Sanjeev Mitra Tel: (416) 865-3085 Email: [email protected]

Sam Babe Tel: (416) 865-7718 Email: sbabc(czJairdberlis.com

Kathryn Esaw Tel: (416) 865-4707 Fax: (416) 863-1515 Email: [email protected]

Lawyers/or Royal Banko/Canada

AND TO: PALLETT V ALO LLP 77 City Centre Drive West Tower, Suite 300 Mississauga, ON L5B 1M5 Alex Ilchenko Tel: (905) 273-3022 Fax: (905) 273-6920 Email: ailchenko(a),pallettvalo.com

Lawyers for D.M Robichaud Associates Ltd. - 2 -

AND TO: BOO CANADA LIMITED 20 Wellington Street East, Suite 500 Toronto, ON M5E 1CS

Brad Newton Tel: (416) 775-7829 Email: bne\vton(a)bdo.ca

Receiver

AND TO: BOC CAPITAL INC. 121 King Street West, Suite 1200 Toronto, ON M5H 3T9

Margaret Bernat Tel: (416) 952-9685 Email: Margaret.BERNAT(c~bdc.ca

AND TO: DEPARTMENT OF JUSTICE (CANADA) The Exchange Tower 130 King Street West, Suite 3400 Post Office Box 36 Toronto, ON M5X 1K6

Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 Email: diane.winters(c7;justice.gc.ca

AND TO: MINISTRY OF FINANCE Legal Services Branch 777 Bay Street, 11 th Floor Toronto, ON MSG 2C8

Kevin O'Hara Tel: (416) 327-8463 Email: kevin.ohara

AND TO: LiUNA LOCAL 183 1263 Wilson A venue Suite 200 Toronto, ON M3M 3G3

Maheen Merchant Tel: 416.241.1183 Email: [email protected] - 3 -

AND TO: MINDEN GROSS 145 King St. West, Suite 2200, Toronto Ontario M5H 4G2

Raymond M. Slattery Tel: 416.369.4149 Email: rslatterv<2Drnindengross.com Kenneth L. Kallish T: 416.369.4124 Email: [email protected]

Lawyers for BDO Canada Limited

AND TO: LENCZNER SLAGHT ROYCE SMITH GRIFFIN LLP Barristers Suite 2600 130 Adelaide Street West Toronto, ON M5H 3P5

Matthew B. Lerner Tel: 416-865-2940 Fax: 416-865-2840 Email: mlerner(cu.liti uate.com

Brian Kolenda Tel: 416-865-2897 Fax: 416-865-3710 Email: bkolenda(l:l'!litigate.com

Lawyers for Trisura Guarantee Insurance Company

AND TO: FINNERTY LAW OFFICES INC. 1430 Blue Oaks Blvd., Suite 200 Roseville, CA 95747

Kathleen E. Finnerty Tel: 916-899-5072 Email: KFinn(a),kfinnertvlaw.com

Lawyers for Electro Scan Inc. - 4 -

AND TO: KOSKIE MINSKY LLP 20 Queen Street West, Suite 900 Toronto, ON M5H 3R3

Demetrios Yiokaris Tel: 416-595-2130 Fax: 416-204-2810 Email: dyiokaris

Lawyers for LIUNA Local 183

AND TO: BLANEY MCMURTRY LLP 2 Queen Street Ease, Suite 1500 Toronto, ON MSC 3G5

Dan Giantsopoulos Tel: 416-593-2984 Fax: 416-594-2694 Email: [email protected]

Lawyers for Capital Infrastructure Group Inc.

AND TO: ANDRIESSEN & ASSOCIATES, BUSINESS LAWYERS 703 Evans Avenue, Suite 101 Toronto, ON M9C 5E9

Inga B. Andriessen, J.D. Tel: 416-620-7020 ext. 22 Fax: 416-620-1398 [email protected]

Lawyers for Humberview Group Leasing Inc.

AND TO: FOSS NATIONAL LEASING 300 John St. Thornhill, ON L3T 7R4

Richard Oliveira Email: roliveira(@fr1ssnational.com - 5 -

AND TO: TD EQUIPMENT FINANCE CANADA INC. 2020 Winston Park Drive, Suite 302 Oakville, ON L6H 6X7

Christopher Corbett Email: Christopher .corbett@)td.com

AND TO: KALTIRE A CORPORATE PARTNERSHIP 1290 Hopkins St. Whitby, ON LIN 6A9

AND TO: ROYAL & SUN ALLIANCE INSURANCE COMPANY OF CANADA 2225 Erin Mills Parkway, Ste. 1000 Mississauga, ON L5K 2S9

AND TO: EARL BROUSSEAU 95 North St. Brooklin, ON LIM 0C5

AND TO: DAVID ROBICHAUD 65 McLellan Crt. Courtice, ON L 1 E 1Z9

AND TO: CARRUS INVESTMENTS LTD. 207187 Highway 9 Mono, ON L9W 611

AND TO: WORKPLACE SAFETY AND INSURANCE BOARD Head Office 200 Front Street West Toronto, ON M5V 311

Tel: 416-344-1000 Fax: 416-344-4684 Email: emploveraccounts(a)wsib.on.ca - 6 -

AND TO: MCMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, ON M5J 2T3

Jeffrey Levine (LSO #55582H) j cffrev .1 evine(Zumcmillan. ca Tel: 416-865-7791 Fax:416-865-7048

Calie Adamson (LSO #61750W) cali e .adamson(ZzJmcm ii Ian. ca Tel: 416-865-7240 Fax: 416-865-7048

Lawyers for Saertex MultiCom LP

AND TO: THE CORPORATION OF THE TOWN OF LAKESHORE 419 Notre Dame Street Belle River, ON NOR lA0

Stephanie Dimmel sdimmel(ii)lakeshore.ca

AND TO: WEIRFOULDS LLP 4100 - 66 Wellington Street West PO Box 35, TD Bank Tower Toronto, ON M5K 1B7

Philip Cho (LSO #45615U) pcho(q),weirfoulds.com Tel: 416-619-6296 Fax: 416-365-1876

Lawyers for the Town ofRichmond Hill - 7 -

AND TO: CITY SOLICITOR, LEGAL SERVICES 5 5 John Street Suite 1260, 26th Floor, Metro Hall Toronto, ON M5V 3C6

Roberto E. Zuech (LSO #38543A) [email protected] Tel: 416-392-3735 Fax: 416-397-5624

Lawyers for the City of Toronto

AND TO: BELANGER CONSTRUCTION 100 Radisson Ave. Chelmsford, ON P0M 1LO

Alain Bergeron [email protected]

AND TO: TOWN OF OAKVILLE 1225 Trafalgar Rd. Oakville, ON L6H 0H3

Erik Zutis eriks.zutis(ct)oakville.ca

#3603508v5 I 4113016 - 3 -

INDEX

TAB NO. PAGE NO.

1 Notice of Motion 1-6

2 The Second Report to the Court ofBDO 7-25 Canada Limited, in its capacity as Receiver ofD.M. Robichaud Associates Ltd., dated September 27, 2019

A Appendix A - Interim Receiver 26-39 Appointment Order dated March 13, 2019

B Appendix B - First Amending Order dated 40-45 March 15, 2019

C Appendix C - Second Amending Order 46-50 dated March 21, 2019

D Appendix D - Court order dated April 15, 51- 56 2019

E Appendix E - Receiver Appointment 57-73 Order dated May 1, 2019

F Appendix F - Court Order dated June 10, 74-76 2019

G Appendix G - Bankruptcy Order dated 77-79 June 25, 2019

H Appendix H - Summary of Construction 80-81 Claims Received

I Appendix I - Independent Security 82-83 Opinion on Equipment Leases

J Appendix J - Independent Security 84- 115 Opinion on RBC Security

K Appendix K - Canada Revenue Agency 116-120 Proof of Claim - 4 -

L Appendix L - Union Benefits Claim 121 Summary

M Appendix M - Receiver's Statement of 122 Receipts and Disbursements dated September 17, 2019

N Appendix N - Receiver's Fee Affidavit 123 - 162 dated September 23, 2019

0 Appendix O - Receiver's Counsel's Fee 163 -194 Affidavit dated September 20, 2019

p Appendix P - Receiver's Cost Allocation 195 Schedule as at September 17, 2019

#3866766 I 4113341 TABl 0 0 'I Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

BETWEEN:

ROYAL BANK OF CANADA

Applicant and

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

NOTICE OF MOTION

BDO Canada Limited ("BDO") in its capacity as Receiver of all of the assets, undertakings and properties of D.M. Robichaud Associates Ltd. ("Robichaud"),

appointed pursuant to the Order of the Honourable Mr. Justice Hainey dated May 1,

2019 ("Receivership Order") will make a motion to a Judge presiding over the

Commercial List at 10:00 a.m. on October 16, 2019 at 330 University Avenue,

Toronto, Ontario.

PROPOSED METHOD OF HEARING: The Motion is to be heard

[ ] in writing under subrule 37.12.1(1); - 2 -

[ ] in writing as an opposed motion under subrule 37.12.1(4);

[X] orally.

THE MOTION IS FOR AN ORDER:

(a) if necessary, abridging the time for service of this Notice of Motion and

the Motion Record, declaring that the motion is properly returnable

today, and validating service of this Notice of Motion and Motion

Record;

(b) approving and authorizing the activities of BDO as described in the

Second Report dated September 27, 2019 (the "BDO Report");

( c) approving the fees and disbursements of BDO and its counsel as

detailed in the BDO Report;

(d) advice, direction and approval in connection with the distribution of the

funds held by BDO and the allocation of fees and disbursements as

detailed in the BDO Report;

( e) approving the set-off by Royal Bank of Canada as detailed in the BDO

Report; - 3 - n O-:, V ~)

(f) approving the Interim Statement of Receipts and Disbursements for the

period ending September 17, 2019, as detailed in the BDO Report;

(g) directing the Municipalities of Richmond Hill, City of Toronto,

Oakville and Lakeshore, to make payment of the undisputed amounts

owing to Robichaud to the Receiver;

(h) such further and other relief as counsel may advise and this Honourable

Court may deem just.

THE GROUNDS FOR THE MOTION ARE:

(a) The Receiver was appointed as an Interim Receiver by Order of Justice

Hainey dated March 13, 2019.

(b) By Order dated May 1, 2019, Justice Hainey appointed BDO as a full

Receiver pursuant to Section 243(1) of the Bankruptcy and Insolvency

Act.

( c) By Order dated May 3, 2019, Justice Hainey approved, authorized and

directed the Receiver to undertake a claims bar process. The claims bar

process has been completed as of September 6, 2019.

( d) The Appointment Order provided that notwithstanding the

Construction Act (Ontario), the Builder's Lien Act (Nova Scotia) or any - 4 - 004

similar legislation, any and all funds owing by any person for value of

work done by Robichaud shall be paid to the Receiver, pending a

determination of the claims to the funds and/or priorities as between

such claims.

(e) The Appointment Order provided that the Receiver shall deposit all

funds received from the sale of property or collection of accounts

receivable in a post-receivership account and shall allocate the costs of

the Receivership, including the fees of the Receiver and its counsel, in

an equitable and reasonable manner to be reviewed and approved by

the Court.

(f) Certain municipalities have refused to pay the undisputed amounts

owing for work done by Robichaud.

(g) Such further and other grounds as counsel may advise and this

Honourable Court may permit.

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

(a) The Second Report of BDO dated September 27, 2019, in its capacity

as Receiver; - 5 - 005 (b) Appointment Order of Justice Hainey dated May 1, 2019;

(c) Claims Bar Order of Justice Hainey dated May 3, 2019;

( d) Such further and other materials as counsel may advise and this

Honourable Court may permit.

September 27, 2019 MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Raymond M. Slattery (LSUC# 20479L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for the Receiver, BDO Canada Limited

TO: THE SERVICE LIST

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BETWEEN ROY Applicant TAB2 007

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

BETWEEN:

ROYAL BANK OF CANADA

Applicant

- and -

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

SECOND REPORT TO THE COURT SUBMITTED BY BDO CANADA LIMITED, IN ITS CAPACITY AS RECEIVER OF

D.M. ROBICHAUD ASSOCIATES LTD.

SEPTEMBER 27, 2019 008 Table of Contents

1.0 INTRODUCTION AND PURPOSE OF REPORT ...... 1 1 . I Introduction ...... 1 1.2 Purpose of this Report ...... 2

2.0 ACCOUNTS RECEIVABLE ...... 4 2.1 Receiver's Collections ...... ,...... 4 2.2 Claims Bar Process ...... 5

3.0 U.S. DOLLAR BANK ACCOUNT BALANCE ...... 8

4.0 EQUIPMENT SALES AND SECURED CLAIMS ...... 9 4.1 Sale of Inventory and Equipment and Secured Claims ...... 9 4.2 Employee Related Secured Claims ...... I 0

5.0 INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS ...... 11

6.0 PROFESSIONAL FEES ...... 12

7.0 ALLOCATION OF COSTS AND PROPOSED DISTRIBUTION ...... 13

8.0 RECOMMENDATIONS ...... 15 Listing of Appendices

Appendix A Interim Receiver Appointment Order, dated March 13, 2019

Appendix B First Amending Order dated March 15, 2019

Appendix C Second Amending Order dated March 21, 2019

Appendix D Court Order dated April 15, 2019

Appendix E Receiver Appointment Order, dated May 1, 2019

Appendix F Court Order dated June 10, 2019

Appendix G Bankruptcy Order dated June 25, 2019

Appendix H Summary of Construction Claims Received

Appendix I Independent Security Opinion on Equipment Leases

Appendix J Independent Security Opinion on RBC Security

Appendix K Canada Revenue Agency Proof of Claim

Appendix L Union Benefits Claim Summary

Appendix M Receiver's Statement of Receipts and Disbursements dated September 17,2019

Appendix N Receiver's Fee Affidavit dated September 23, 2019

Appendix 0 Receiver's Counsel's Fee Affidavit dated September 20, 2019

Appendix P Receiver's Cost Allocation Schedule as at September 17, 2019 0 ~ 0 1.0 INTRODUCTION AND PURPOSE OF REPORT

1. 1 Introduction

1.1.1 On March 13, 2019, BDO Canada Limited ("BDO") was appointed as interim receiver of D.M. Robichaud Associates Ltd. ("DMR" or the "Company") pursuant to the Order of the Honourable Justice Hainey, a copy of which is attached as Appendix "A". The interim receivership order gave the interim receiver, among other things, the power to market the assets, properties and undertakings of the Company (the "Assets").

1.1.2 On March 21, 2019, Royal Bank of Canada ("RBC" or the "Bank") filed an application to appoint BDO as receiver of DMR with the full powers set out in the model order. The application was adjourned to April 24, 2019.

1.1.3 Immediately after its appointment as interim receiver, BDO determined that the Company did not have sufficient funds or borrowing capacity to pay payroll and the outstanding union benefits. Accordingly, BDO filed its first report to the Court as interim receiver on March 14, 2019, requesting an expansion of the interim receiver's powers to include the following:

• the ability to pay, on behalf of the Company, those expenses the interim receiver deems necessary to protect and preserve the Assets including the payment of employee costs such as payroll and union benefits; and,

• the ability to borrow funds, to a maximum of $150,000 and issue corresponding interim receiver's certificates to the lender providing the lender a first charge over the Assets.

1.1.4 On March 15, 2019, the Honourable Justice Hainey issued an order (the "First Amending Order") approving the expansion of the Receiver's powers as set out above. A copy of the First Amending Order is attached as Appendix "B".

1.1.5 The interim receiver borrowed the maximum available of $150,000 in order to pay outstanding payroll and union benefits as well as certain expenses to safeguard the Assets.

1. 1. 6 On March 20, 2019, the interim receiver filed its second report to the Court setting out the interim receiver's sales process. On March 21, 2019, the Honourable Justice Hainey issued an order (the "Second Amending Order") approving a further expansion of the interim receiver's powers including, among other things, the powers to sell the Assets; to terminate the employment of the employees on behalf of the Company; and, provided the interim receiver with a secured charge on the Town of Richmond Hill ("Richmond Hill") accounts receivable, in priority to all security interests, trusts, liens, charges, etc. to a maximum amount of $150,000. A copy of the Second Amending Order is attached as Appendix "C".

1.1. 7 On April 1, 2019, the interim receiver filed is third report to the Court requesting the approval of the sale of the majority of the Company's equipment, inventory and intellectual property to Capital Infrastructure Group ("CIG"). On April 15, '! 'I 0' I i

2019, the Honourable Justice Hainey issued an order approving the sale and vesting the subject assets in CIG (the "April 15 Order"). Attached, as Appendix "D", is a copy of the April 15 Order.

1.1.8 On April 17, 2019, the interim receiver filed its fourth report to the Court, setting out a claims bar process for both DMR's customers with set off claims and creditors with construction lien or trust claims (the "Claims Bar Process"). On May 3, 2019, the Honourable Justice Hainey issued an order approving the Claims Bar Process (the "Claims Bar Order").

1.1. 9 On May 1, 2019, BDO was appointed as full receiver of DMR (the "Receiver") pursuant to the Order of the Honourable Justice Hainey (the "Receiver Order"). Attached, as Appendix "E", is a copy of the Receiver Order.

1.1.10 On May 31, 2019, the Receiver filed its first report to the Court, requesting the approval of the sale of certain vehicles and requiring the MTO to issue new ownerships for those vehicles. On June 10, 2019, the Honourable Justice Chiappetta issued an order approving the sale and requiring the MTO to issue new ownerships as requested by the Receiver (the "June 10 Order"). Attached, as Appendix "F", is a copy of the June 10 Order.

1.1.11 On June 25, 2019, DMR was adjudged bankrupt and a bankruptcy order was issued and BDO was appointed as trustee. Attached, as Appendix "G", is a copy of the bankruptcy order. The first meeting of creditors was held on July 16, 2019 and the appointment of BOO as trustee was affirmed.

1. 2 Purpose of this Report

1. 2.1 This report is the second report to the Court of the Receiver (the "Second Report") and is filed in respect of the Receiver's motion for an order:

• Approving this Second Report and the activities of the Receiver described herein;

• Provide an update on the status of the collection of accounts receivable and the Claims Bar Process;

• Directing the Town of Richmond Hill, the City of Toronto, the Town of Oakville and the Town of Lakeshore to pay to the Receiver the undisputed amounts owing by each of them to DMR;

• Approving the set off by RBC of the funds in the DMR U.S. and Canadian dollar bank accounts against the outstanding loan balance;

• Approving the fees and disbursements of the Receiver and its counsel as described herein;

• Approving the Receiver's Statement of Receipts and Disbursements for the period ended September 17, 2019;

• Set out the Receiver's allocation of costs incurred to date between the different assets of the Company; and, 0 'l 2 • Approving the Receiver's proposed distribution as set out in Section 7 of this Second Report. 2.0 ACCOUNTS RECEIVABLE

2.1 Receiver's Collections

2. 1. 1 On May 1, 2019 RBC paid to the Receiver $645,000 in respect of funds received by DMR on the City of Hal ifax project. The chart below summarizes the accounts receivable and holdbacks as reported in the Interim Receiver's fourth report to the Court and the collections made by the Receiver as of the date of this report excluding the funds received from RBC on the City of Halifax project (amounts in 000,s):

Opening Balance Collections AR Holdback Total Bank Receiver Adj Net

Tris ura Bonded Projects Belanger $ 305 $ 58 $ 363 $ $ . $ $ 363 Markham 193 1 194 194 Toronto 161 161 . . 161 Halifax 118 176 294 . (245) 50 York 33 33 . (33) . Simcoe 3 3 (3) . . . Lakeshore 33 33 . 33 Newmarket 149 149 . (149) Oakville 140 64 204 204 Richmond Hill 732 204 936 . (546) 390 Total $ 1,672 $ 698 $ 2,371 $ (3) $ (973) . $ 1,395

RSA Bonded Project • Toronto 74 293 367 . 367

Non-Bonded AR 1,051 349 1,399 (161) (598) 34 674

~~·~--·--·-··---~ Total $ 2,797 s 1,340 s 4,136 s (164) s (1,572) $ 34 s 2,435

2.1.2 As shown in the chart above, as of September 17, 2019 the Receiver had collected approximately $1,572,000, excluding the funds from RBC on the City of Halifax project. Accordingly, approximately $2,336,000 in accounts receivable and holdbacks remain to be collected.

2.1.3 Also as shown in the chart above, in addition to the amounts collected and deposited to the Receiver' account, there was $163,388 wired by customers to DMR's bank account directly, after the Interim Receiver's appointment (the "Bank Collections"). Those collections have remained in the DMR bank account and have not been applied to the bank loan. Below is a summary of the amounts collected: 0 '\ 4

Amt wired to Supplier Claims Company (cannot exceed Net available Customer Account collections) to Bank Simcoe $ 2,825.00 $ (2,825.00) $ . Dave Boyle 2,938.00 . 2,938.00 Minto 5,521.18 . 5,521.18 Toronto 47,979.44 . 47,979.44 Waterloo 104,124.42 (6,370.01) 97,754.41 Total $ 163,388.04 $ (9,195.01) $ 154,193.03 2.1.4 As discussed in greater detail below, the Claims Bar Process is now complete. There were approximately $9,200 in supplier claims filed in respect of the Bank Collections. Accordingly, the Receiver proposes that the Bank Collections be distributed to the Bank and applied to DMR's loan balance and that the Receiver hold back $9,200, pending the determination by the Receiver of these supplier claims.

2. 2 Claims Bar Process

2. 2.1 Pursuant to the Claims Bar Order, the Receiver mailed notice of the claims processes to all known creditors and customers. The Receiver also posted the claims process order and claim forms on the Receiver's creditor website and placed an ad in the Globe & Mail on May 10, 2019 advertising the construction claims bar process. In addition, the Receiver has discussed the Claims Bar Order and claims processes with several of DMR's customers and with several of DMR's creditors. 2.2.2 The Claims Bar Process claims bar date was September 6, 2019. The Receiver has received nineteen (19) customer claims totaling approximately S 927,000 and fifteen (15) supplier claims totaling approximately $970,000. Attached, as Appendix "H", is a chart summarizing the customer and supplier claims with the amounts collected to date by the Receiver and the accounts receivable and holdbacks that remain outstanding.

2.2.3 The Receiver is in the process of reviewing the various customer and supplier claims. As of the date of this Second Report the Receiver has determined that seven (7) supplier claims totaling approximately $21,300 are not valid construction lien or trust claims but were ordinary unsecured claims that were erroneously filed in the Claims Bar Process instead of in the bankruptcy claims process. The Receiver has issued disallowances of those claims. 2.2.4 The Receiver has also contacted the various customers to request payment of the net amount owing, if any, above the customer claim they filed in the Claims Bar Process. There should be no dispute over the payment of these funds to the Receiver. To date many customers have complied with the Receiver's request for payment except the Town of Lakeshore, the Town of Richmond Hill, the Town of Oakville and the City of Toronto. The undisputed amounts owing by each of these municipalities is listed in the chart below: Municipality Project# Undisputed Amount Richmond Hill RFQ-89-17 $ 174,852.64 Richmond Hill RFQ-49-15 119,762.83 City of Toronto 16TW-OS-23CWD 30,283.72 City of Toronto 16TW-OS-24CWD 37,857.66 City of Toronto 16TW-DO-311DCS 158,462.98 City of Toronto 17ECS-LU-04TT 322,569.03 Oakville RFT-1-2018 200,989.35 Lakeshore B18-06 33,185.82 s 1,077,964.03 2.2.5 In addition, certain customers are requesting that the Receiver publish the certificate of substantial performance in respect of the project in the "Daily News" and wait 45 days thereafter before they will make payment of the outstanding account. The Receiver submits that the claims bar process has made this process redundant since the purpose of the publication is to ensure that all potential lien claimants are notified of the completion of the project and the amounts owing to suppliers are paid. Pursuant to the Claim Bar Process Order, claims filed with the Receiver will be dealt with pursuant to the orders of the Court and therefore the publication of the notice of substantial completion is an unnecessary cost and delay.

2.2.6 Other than the claims received by the claims bar deadline, all claims against DMR's receivables are now barred. Accordingly, the Receiver proposes to pay to RBC all receivables collected that do not have any claims made against them by suppliers, net of the estate's costs in collecting same.

2. 2. 7 In addition, the Receiver has reviewed the claims made by Trisura in respect of the Halifax project. The Receiver agrees with the amount of the claims filed by Trisura and proposes to pay Trisura the net value of the claims, after deducting the costs incurred, from the proceeds collected on the Halifax project. The allocation of costs is set out in the allocation schedule (Appendix "P") and described in Section 7 below. Accordingly, the net proposed distribution to Trisura on the Halifax project is the total claim of $266,570.58 less the net allocated costs and interest earned of $17,952.76 for a net distribution of $248,617.82. 2.2.8 The Receiver proposes to pay the excess amount collected from the Halifax project over and above the Trisura claims, to RBC as described in greater detail in Section 7 of this Second Report. The chart below sets out the additional gross accounts receivable collections the Receiver proposes to distribute to RBC, and the allocated costs as set out in Appendix "P": 0 'l 6

Customer name Amount collected Town of Newmarket $ 149,475.98 Town of Richmond Hill - RFQ-49-15 81,604.37 City of Barrie 1,799.53 Bennett Mechanical 26,266.29 Con-Drain Company 2,938.00 Region of Durham - Grout 11,390.40 Region of Halton 23,219.69 Kapp Infrastructure 10,720.88 Sanscon Construction 25,046.45 T echnicore Underground 4,816.63 Town of Tillsonburg 7,989.41 City of Toronto 15TW-OS-27CWD 90,919.87 City of Toronto 16TW-OS-23CWD 47,355.93 TTC 2,825.00 Kingston Utilities 293,332.34 Add: Allocated interest 2,891.85 Less: Simcoe receivable direct deposited to RBC account (2,825.00} Less: Waterloo receivable direct deposited to RBC account (6,370.01) Less: Total allocated costs (164,366.43) Total distribution before costs $ 609,031.18 0 '! 7

3.0 U.S. DOLLAR BANK ACCOUNT BALANCE

3.1 On the date of the Interim Receiver's appointment, DMR had USD $162,043.82 in its RBC U.S. dollar bank account (the "US Account"). The Receiver has reviewed the US Account to determine the source of the funds. DMR did not have any U.S. customers but did have U.S. suppliers. Accordingly, the purpose of the US Account was for the payment of U.S. suppliers. Over the twelve (12) months prior to the Interim Receiver's appointment, the deposits into the US Account were primarily from transfers from DMR's RBC Canadian dollar account. DMR typically transferred sufficient funds from its Canadian dollar account to the US Account to pay a particular cheque run for U.S. suppliers, which would bring the US Account back down to a minimal balance.

3.2 On February 7, 2019, DMR transferred $34,065.02 from its Canadian dollar account to the US Account. The U.S. dollar equivalent was $25,536.00. The US Account balance was depleted to US $15,417.76 on February 13, 2019 and a cheque dated January 31, 2019 for US $8,130.00 was cashed on February 20, 2019. This left a net balance of US $7,287.76 from the transfer on February 7, 2019.

3.3 The Canadian bank account had a negative account balance on February 6, 2019 prior to a loan credit of $10,000 and a deposit of $10,172.78. These funds along with a further loan credit were used to pay for the transfer from the Canadian account to the US Account of $35,065.02. Accordingly, the only portion of the US Account balance that could related to accounts receivable collections is the deposit for $10,172.78. The Receiver has determined that $1,227.07 of that deposit was a refund for fuel. The remaining $8,945.71 related to a receipt from Clean Water Works, a company related to DMR through common ownership. The Receiver is not aware of any construction lien or trust claims against these funds by suppliers.

3 .4 On February 19, 2019 two deposits were received from TT Monchilov SE in the total amount of USD $155,000 (the "February 19 Deposits"). The Receiver traced the February 19 Deposits to DMR's general ledger and confirmed that the entries for the deposits were credited against equipment in respect of the sale of the "VT' and the "IBAK equipment". Shortly before the appointment of the Interim Receiver, management confirmed to BDO that these deposits were the net proceeds from equipment sales.

3.5 Accordingly, the funds remaining in the US Account as of the date of this report principally relate to the proceeds of sate of certain DMR equipment. As described above, RBC has security over DMR's equipment. Therefore, RBC should be permitted to offset the funds in the US Account against its outstanding loan to DMR. 0 '[ 8

4.0 EQUIPMENT SALES AND SECURED CLAIMS

4. 1 Sale of Inventory and Equipment and Secured Claims 4. 1. 1 Pursuant to the April 15 Order the Receiver completed the sale of the inventory and the majority of the equipment to Capital Infrastructure Group Inc. ("CIG"). The total proceeds from the sale to CIG were $3,075,000. The sale was completed on April 30, 2019 and CIG was to vacate the premises by that date and leave the premises (including the parking area where equipment and vehicles were stored) in a "broom swept" condition. Unfortunately, CIG completed its removal of the inventory and equipment after the closing date and left various barrels of solvents and other materials in the parking area. The landlord, Syvan Investments, has apparently finished removing these materials and is filing a claim in the bankruptcy for the costs of clean up.

4.1.2 At the Receiver's request, Minden Gross LLP ("Minden") reviewed the security documents for each of the equipment lessors and for RBC and has provided their opinion on the validity and enforceability of each lenders' security. Attached, as Appendix "I", is a copy of the security review for each of the equipment leases. Attached, as Appendix "J", is a copy of the review of the RBC security. There were certain vehicles and photocopiers that were leased from Humberview Group Leasing Inc. ("Humberview"), Foss National Leasing Inc. and Break-Away Technologies Inc., where the security was not properly perfected as a purchase money security interest ("PMSI"). The chart below summarizes the results of the security reviews:

PMSI Buyout Amount Description ·-· Leasing Company Y/N as at March 13, 2019 2017 RAM RTR 3500 ST 4X4 Crew Cab FOSS N n/a 2007 T300 Cube Van with Schwalm Robotic Cutter HUMBERVIEW N n/a 2014 Honda Ridgeline HUMBERVIEW N n/a 2015 GMC Yukon Denali HUMBERVIEW N n/a 2015 GMC Yukon Denali HUMBERVIEW N n/a 2015 GMC 2500 Van HUMBERVIEW y $ 9,024.70 2006 Kenworth T-300 Cube Van with Lets System HUMBERVIEW y $ 30,684.88 2014 Chev Express 3500 HUMBERVIEW N n/a 2014 Western Star 4 700 TD LEASING y $ 83,814.51 4.1.3 The Receiver engaged Canam Appraiz to sell those vehicles and photocopiers that did not have valid PMSI security. The net proceeds received from Canam Appraiz for these assets was $51,628.22. The proposed distribution in respect of the three leases that were determined to have valid PMSI security is set out in Section 7 of this Second Report.

4. 1.4 The Receiver also received two claims from Kaltire for repair liens registered under the PPSA in December 2018 for the following two vehicles:

2009 Ford F1 50 .. ' 1 FTRW14889FA00818 $1,364.23 ~26T4W-e-st_e_rn_St_a_r -5-K-KHAXCY8EPFX1035 $2,087.58 '!l 0 I

4. 1. 5 The Receiver has no record of DMR owning a Ford F150 at the time of the Receiver's appointment and the Receiver did not have an ownership for a Ford F150 when it sold the vehicles to CIG. Accordingly, there are no sale proceeds from which to pay the repair lien in respect of the Ford F150.

4.1.6 The 2014 Western Star was sold to CIG as part of the Receiver's sale to CIG. It is also the vehicle leased from TD Leasing, noted in the chart above. Accordingly, the Receiver proposes to pay Kaltire the repair lien on this vehicle of $2,087.58 from the proceeds of the sale to CIG.

4.2 Employee Related Secured Claims

4. 2. 1 Canada Revenue Agency has filed a secured claim for outstanding source deductions in the amount of $51,719.30 and an unsecured claim, excluding penalties and interest, of $14,219.62. A copy of the proof of claim is attached as Appendix "K". This claim relates to the payroll for the period March 4 to April 14, 2019. A portion of this was prior to the appointment of the Interim Receiver and a portion relates to after the Interim Receiver's appointment. Based on the Receiver's review of the Company's records, the pre-interim receiver secured claim is $19,324.51 and the unsecured claim is $5,579.12. The post-interim receiver total amount payable is $41,034.88. Accordingly, the Receiver proposes a total payment for the pre-interim receiver secured claim and the post-interim receiver total source deductions of $60,359.39. We note that the pre and post­ interim receiver hourly amounts principally relate to the Richmond Hill projects.

4.2.2 The Receiver has reviewed DMR's books and records to determine the secured wage claim for non-unionized employees. The total secured wage claim is $5,945.19. This secured claim has priority over the current assets of the Company only.

4.2.3 The Receiver has reviewed DMR's books and records to determine the secured wage claim for unionized employees. The Receiver estimates that more than half of the amounts owing to unionized employees for vacation pay, benefits and pensions relate to the post-interim receiver period, which relate to the Richmond Hill projects. Appendix "L" sets out the estimated pre and post-interim receiver vacation pay, benefits and pension amounts for the unionized employees. The total secured wage claim is $53,119.69 and the total secured pension claim is $32,601.25 for a total of $85,720.94. The secured wage claim has priority over the current assets of the Company only and the secured pension claim has priority over all assets of the Company.

4.2.4 The allocation of these secured employee claims is set out in Section 7 of this Second Report. 5.0 INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

5.1 Pursuant to the Receivership Order, the Receiver was required to open two bank accounts for this estate. The first was for the deposit and disbursements of all non­ construction project related receipts and disbursements (the "General Account"). The second account was for the deposit and disbursement of all construction project related receipts and disbursements (the "Construction Projects Account").

5.2 Attached hereto as Appendix "M" is the Receiver's Statement of Receipts and Disbursements, as at September 17, 2019 for both the General Account and the Construction Projects Account. The significant receipts and disbursements in the estate are listed below:

• The Interim Receiver issued $233,438 in receiver's certificates to RBC for funding;

• Accounts receivable collections of $2,216,576;

• Proceeds from the sale of all of the equipment and inventory to CIG in the total amount of $3,075,000;

• Proceeds from the sale of certain vehicles and photocopiers by Canam Appraiz by auction totaling $51,628;

• HST collected on sales total $399,750;

• Disbursements for rent and utilities totaling $31,366;

• Payments for payroll, WSIB, source deductions, benefits and pensions in the amount of $237,181;

• HST on disbursements and remitted to CRA totals $410,124; and,

• Payments for professional fees to BOO in its capacities as Interim Receiver and Receiver of $142,466 and $135,402 to Minden as counsel to the Interim Receiver and Receiver (as described in greater detail in Section 6 of this Second Report).

5.3 The Receiver has approximately $5,020,873 in available funds as at August 8, 2019 in both the General Account and the Construction Projects Account. The distribution of funds is discussed in greater detail in Section 7 of this Second Report. r, ,1 0 L.. I

6.0 PROFESSIONAL FEES

6. 1 The fees and disbursements of the Receiver and its counsel for the period March 12, 2019 to August 31, 2019 are detailed in the affidavits of Brad Newton, sworn September 23, 2019, and Kenneth L. Kallish, sworn September 20, 2019, attached as Appendices "N" and "0", respectively

6.2 The Receiver's fees for the period from March 12 to August 31, 2019 encompass 535 hours at an average hourly rate of $293.63 and disbursements of $2,693.79, for a total of $157,105.00, prior to applicable taxes. BDO is requesting that this Honourable Court approve its total fees and disbursements, inclusive of applicable taxes, in the amount of $180,572.64.

6. 3 The fees of Minden for the period from March 13 to August 30, 2019 encompass 291 hours at an average hourly rate of $47 4. 66 and disbursements of $2,311.13 for a total of $140,436.13 prior to applicable taxes. The Receiver is requesting that this Honourable Court approve its counsel's total fees and disbursements, inclusive of taxes, in the amount of $158,609.63.

6.4 The Receiver has reviewed its fees with RBC who has no objection to the approval of the fees and expenses noted herein. The Receiver has reviewed the fees of Minden and is of the opinion that they are reasonable in the circumstances. 7.0 ALLOCATION OF COSTS AND PROPOSED DISTRIBUTION

7.1 The Receiver has reviewed its time charges and those of its counsel and allocated those costs along with any specific and general expenditures to those projects where a supplier claim has been made. All other time charges and expenditures have been allocated to the assets under the Bank's security as beneficiary of the proceeds of those assets. The chart below summarizes the Receiver's allocation of costs to date. Attached, as Appendix "P", is the detailed break down of the cost allocation between the various construction projects and other assets. The allocation of the costs on the Hal ifax project between the Bank and Trisura is set out below:

Trisura RBC Total Halifax Project Proceeds $ 266,570.58 s 623,087.87 s 889,658.45 Add: Interest 1,000.49 2,338.56 3,339.05 Less: Allocated Costs (18,954.34) (44,304.27) (63,258.61) Net Proceeds s 248,616.73 s 581,122.16 s 829,738.89

7 .2 It is important to note that the allocation will change as further accounts receivable collections are made and the "indirect costs" and "priority expenses and disbursements" (as set out in Appendix "P") for the estate are spread over additional receipts. For example, the costs incurred to maintain the office space and office personnel were beneficial to the sale of equipment but also the collection of accounts receivable as ex­ employees were engaged in touring potential purchasers through the equipment and others were engaged in completing invoicing and gathering the supporting documentation for all of the outstanding invoices.

7. 3 Based on the Receiver's allocation of costs, the Receiver proposes the following distributions from the General Account:

• $85,720.94 to LIUNA Local 183 on account of outstanding dues, benefits and pensions;

• $83,814.51 to TD Bank in respect of its lease for the 2014 Western Star truck;

• $39,709.58 to Humberview in respect of its leases for the 2015 GMC Van and the 2006 Kenworth;

• $2,087.58 to Kaltire in respect of its repair lien registered against the 2014 Western Star truck;

" $60,359.39 to Canada Revenue Agency for source deductions;

• $5,945.19 to Human Resource and Skills Development Canada for the secured wage claim of the non-unionized employees;

• $248,616.73 to Trisura in respect of their claims pursuant to the Claims Bar Process;

• $233,437.72 plus interest of $5,356.62 to RBC in repayment for the interim receiver certificates; 023

• USD $162,043.82 on deposit in the Company's U.S. dollar bank account by way of set off to RBC as described in Section 3 of this report;

• $154,193.03 of net receivables wired to the Company's bank account after the appointment of the Interim Receiver to RBC by way of set off as described in Section 2. 1 of this report;

• $581, 122.16 in net funds available from the Halifax Project to RBC, as described above in Section 7 .1;

• $609,031.18 in net funds collected by the Receiver in respect of accounts receivable to RBC, as described in Section 2.2 of this report;

• $7,805.61 to RBC in respect of the available proceeds collected from the realization of other assets (i.e. insurance refunds, petty cash, etc.); and,

• $2,742,156.88 to RBC in respect of the available proceeds from the sale of equipment and inventory. 0 JI 0J L Lj-

8.0 RECOMMENDATIONS

8.1 The Receiver requests that the Court grant an order:

• Approving this Second Report and the activities of the Receiver described herein;

• Directing the Town of Richmond Hill, the City of Toronto, the Town of Oakville and the Town of Lakeshore to pay to the Receiver the undisputed amounts owing by each of them to DMR as set out in Section 2.2.4;

• Approving the set off by RBC of the funds in the DMR U.S. dollar account and the DMR Canadian dollar account against the outstanding loan balance;

• Approving the fees and disbursements of the Receiver and its counsel as described herein;

• Approving the Receiver's Statement of Receipts and Disbursements for the period ended September 17, 2019; and,

• Approving the Receiver's proposed distribution as set out in Section 7 of this Second Report, and the allocation of fees and disbursements as described herein.

All of which is respectfully submitted this 27 th day of September, 2019.

BDO CANADA LIMITED COURT-APPOINTED RECEIVER OF D.M. ROBICHAUD ASSOCIATES LTD. and without personal or corporate liability

Per: Brad Ne BETWEEN

ROYAL BANK OF CANADA -and- D.M. ROBICHAUD ASSOCIATES LTD. Plaintiff Defendant

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceeding commenced at Toronto

SECOND REPORT TO THE COURT SUBMITTED BY BDO CANADA LIMITED, IN ITS CAPACITY AS RECEIVER OF D.M. ROBICHAUD ASSOCIATES LTD.

MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Raymond M. Slattery (LSO# 20479L) rslattery@m indeng ross. com Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BOO Canada Limited, in its capacity as Receiver of D.M. Robichaud Associates Ltd.

0 hJ Appendix ''A'' r") C 0 LO

Court File No. CV-19-615922-00CL ONTARIO . SUPERIOR COURT OF JUSTICE COMMERCIAL LIST .

THE HONOURABLE ) WEDNESDAY, THE 13 th ) JUSTICE ) DAY OF MARCH, 2019

BETWEEN:

ROYAL BANK OF CANADA Applicant

- and-

D.M. ROBICHAUD ASSOCIATES LTD.,

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

ORDER (Appointment ofinterim Receiver)

TIIlS APPLICATION, made by Royal Bank of Canada ("RBC"), for, inter alia, an Order pursuant to subsection 47(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA"), and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA"), appointing BDO Canada Limited ("BDO") as interim receiver (in such capacity, · the "Interim Receiver"), without security, ·of all of the assets,. undertakings and properties of D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330 University Avenue, Toronto, Ontario. 027 -2-

ON READING the affidavit of Nicholas Wilhelm sworn March 11, 2019 and the exhibits thereto, and the consent of BDO to act as the Interim Receiver, and on hearing the submissions of counsel for RBC, no one. appearing for any other person on the service list, although served as appears from the affidavit of service of Kathryn Esaw sworn March 11, 2019, filed,

SERVICE

1. THIS COURT ORDERS that the time for service and filing of the notice of application and the application record is hereby abridged and validated so that this application as it pertains to the appointment of the Interim R~ceiver is properly returnable today and hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to subsection 47(1) of the BIA and section 101 of the CJA, BDO is hereby appointed Interim Receiver, without security, of all of the assets, undertalcings and properties of the Debtor including all proceeds thereof (the "Property") until the earliest of:

(a) the taking of possession of the Property by a receiver, within the meaning of subsection 243(2) of the BIA;

(b) the taking of possession of the Property by a trustee in bankruptcy, and

(c) April 12, 2019.

INTERIM RECEIVER'S POWERS

3. THIS COURT ORDERS that the Interim Receiver is hereby empowered and authorized, but not obligated, to act at o~ce in respect of the Property and, without in any way limiting the generality of the foregoing, the Interim Receiver is hereby expressly empowered and authorized to do any of the following where the Interim Receiver considers it necessary or desirable: - 3 -

(a) to take possession of and exercise control over all or part of the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;

(b) . to 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 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 Interim Receiver's powers and duties, including without limitation those conferred by this Order;

( d) 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 tenns and conditions of sale as the Receiver in its discretion may deem appropriate;

(e) to report to, meet with and discuss with such affected Persons (as defined below) as the Interim Receiver deems appropriate on all matters relating to the Property and the interim receivership, and to share information, subject to such·teri:ris as to confidentiality as the Interim Receiver deems advisable; and

(f) 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 Interim 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 INTERIM RECEIVER

4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors, officers, employees, agents, advisors, accountants, legal counsel and shareholders, and all other -4- 02

persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Interim 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 Interim Receiver, and shall deliver all such Property to the Interim Receiver upon the Interim Receiver's request.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Interim 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 Interim Receiver or permit the Interim Receiver to make, retain• and take away copies thereof and grant to the Interim Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Interim Receiver for the purpose of allowing the Interim 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 Interim Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Interim Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Interim Receiver with all such. assistance in gaining immediate access to the information in the Records as the Interim Receiver may in its discretion require including providing the Interim Receiver with instructions on the use of any computer or other system and providing the Interim Receiver with any and all , " - 5 - n..} u

access codes, account names and account numbers that may be required to gain access to the information.

NO PROCEEDINGS AGAINST THE INTERIM RECEIVER

7. THIS COURT ORDERS that rio proceeding or enforcement process in any court or tribunal ( each, a "Proceeding"), shall be commenced or continued against the Interim Receiver except with the written consent of the Interim Receiver or with leave of this Court. ' NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

8. 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 Interim · 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

9. THIS COURT ORDERS that all rights and remedies against the Debtor, the Interim Receiver, or affecting the Property, are hereby stayed and suspended except with the written consent of the Interim 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 Interim Receiver or the Debtor to carry on any business which the Debtor is not lawfully entitled to carry on; (ii) exempt the Interim 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 INTERIM RECEIVER

10. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere vvith, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, certificate, certification, consent, approval, licence or permit in favour of or held by the Debtor, without written consent of the Interim Receiver or leave of this Court. 7 'I - 6 - 0 VI

CONTINUATION OF SERVICES

11. TIIlS 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 tenninating the supply of such goods or services as may be required by the Debtor, and that the Debtor shall be entitled to the continued use of the Debtor's current telephone numbers, facsimile numbers, internet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this · Order are paid by the Debtor 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 Debtor, or as may be ordered by this Court.

INTERIM RECEIVER TO HOLD FUNDS

12. TIIlS COURT ORDERS that all funds, monies, cheques, instruments, and other fonns of payments received or collected by the Interim 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 ~pened by the Interim 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 Interim Receiver to be paid in accordance with the terms of this Order or any further Order of this Court.

EMPLOYEES

13. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor. The Interim Receiver shall not be liable for any employee-related liabilities, including any successor employer liabilities as provided for in subsection 14.06(1.2) of the BIA, · other than such amounts as the Interim Receiver may specifically agree in writing to pay, or in - 7 -

respect of its obligations under subsections 81.4(5) and 81.6(3) of the BIA or under the Wage Earner Protection Program Act.

PIPEDA

14. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal ·.'.·•.: Information Protection and Electronic Documents Act, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information· to the Receiver, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

15. . TIDS COURT ORDERS that nothing herein contained shall require the Interim r 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, ·provinci_al or other law respecting the protection, conservation, enhancement, remeaiation or rel;tabilitation 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 exe.mpt the Interim Receiver from any duty to report or make disclosure imposed by applicable Environmental Legislation. The Interim Receiver shall not, as a result of this Order or anything 03 - 8 -

done in pursuance of the Interim Receiver's duties and powers under this Order, be deemed to be in Possession of any of the. Property within the meaning of any Environmental Legislation, unless it is actually in possession.

LIMITATION ON THE INTERIM RECEIVER'S LIABILITY

16. THIS COURT ORDERS thaUhe Interim Receiver shall incur no liability or obligation as a result of its appointment or the carrying out the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part, or in respect of its obligations under subsections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Pro.gram Act. Nothing in this Order shall derogate from the protections afforded the Interim Receiver by section 14.06 of the BIA or by any other applicable legislation.

INTERIM RECEIVER'S ACCOUNTS

17. THIS COURT ORDERS that the Interim Receiver and counsel to the Interim Receiver shall be paid their reasonable fees and disbursements, in each case at their normal rates and charges, and that the Interim Receiver and counsel to the Interim Receiver shall be entitled to and are hereby granted a charge (the "Interim 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 Interim 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:

(a) any purchase money se.curity interest, as that term is defined in the Personal Property Security Act, R.S.O. 1990, c. P.10, held by parties other than RBC and ranking in priority to RB C's general security interest; and

(b) subsections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

18. . THIS COURT ORDERS that the Interim Receiver and its legal counsel shall pass their accounts from time to time, and for this purpose the accounts of the Interim Receiver and its legal counsel are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice. -9- 034

19. TIITS COURT ORDERS that prior to the passing of its accounts, the Interim Receiver shall be at liberty from time to time to apply reasonable amounts; out of the monies in its hands, against its fees and disbursements, including legal fees and disbursements, incurred at the .normal rates and charges of the Interim Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.

SERVICE AND NOTICE

20. TIIlS 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/eservice­ commercial/) shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in accordance with the Protocol will be effective on transmission. This Court further orders that a Case Website shall be established in accordance with the Protocol with the following URL: .

21. THIS COURT ORDERS that if the service or distribution of documents in accordance with the Protocol is not practicable, the Interim 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 aft~r mailing.

GENERAL

22. THIS COURT ORDERS that the Interim Receiver may from time to time apply to this Court for advice and directio~~ in the discharge of its powers and duties hereunder. 035 - 10 -

23. TffiS COURT ORDERS that nothing in this Order shall prevent BDO from acting as a BIA section 243(1) receiver or trustee in bankruptcy of the Debtor.

24. 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 Interim Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Interim Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Interim Receiver and its agents in carrying out the terms of this Order,

25. THIS COURT ORDERS that the Applicant, the Receiver and their_ respective counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to the Debtor's creditors or other interested parties and their 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).

26. TIIlS COURT ORDERS that the Interim 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 Interim 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.

27. TIIlS COURT ORDERS that the Applicant shall have its costs of this application, up to and including entry and. service of this Order, provided for by the terms of the Applicant's security or, if not so provided by the Applicant's security, then on a substantial indemnity basis to be paid by *e Interim Receiver from the Debtor's estate with such priority and at such time a~ this Court may determine. - 11 -

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

ENTERED AT i INSCFU',' A TORONTO ON/BOOK NO: LE/ DANS LE REGISTRE NO: MAR 1 32019

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Court Flle N""1;:)_ CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN:

ROYAL BANK OF CANADA

Applicant and

D.M. ROBICHAUD ASSOCIATED LTD.

Respondent APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF ~BE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED, AN"l) SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990,. c. 1. C.43, AS AMENDED

AFFIDAVIT OF CHRISTINE DOYLE

I, CHRISTINE DOYLE, of the City of Pickering, in the Province of Ontari;, MAKE OATH AND SAY:

1. On March 11, 2019, Royal Bank of Canada ("RBC") commel:l.ced an application for,• . . among other things, •an order pursuant to subsection 47(1) of !he Bankruptcy and

Insolvency .Act (the "B'IA") and section 101 of the Courts of Justice Act (the "CJA")

appointing BDO Canada Limited ("BDO") as interim receiver (in such capacity: th~

"Interim Receiver"), without security, over all of the assets, und~rta.kings and

properties of D.M. Robichaud Associates Ltd. (the "Debtor"). - 2 -

· 2. The application record, which was served on March 11, 20 I 9 and filed on March 12,

2019 included a copy of a General Security Agreement dated January-2-1, 2015 (the

"GSA"), granting to RBC a security interest in all of the Debtor's a~sets; property and

undertaking. A copy of the GSA was attached at tab 4D of the application record and is

further detailed in the affidavit of Nicholas W1lhelm dated March 11, 2019.

3. The copy of the GSA filed with the court is missing page 5 of the document. Another

copy of the GSA, which includes page 5, is attached hereto as Exhibit "A".

SWORN before me ) at the City of Toronto ) in the Province of Ontario ) thist2--.f~5March, 2019 ) --=-C-4}_z_O~---'---~----- ~ / Ne COMMISSIONER, ETC. ) _r-~?--

35436374.1 Appendix ''B'' ,1 n.) L l'

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE MR. ) FRIDAY , THE 15 111 ) JUSTICE HAINEY ) DAY OF MARCH, 2019

ROYAL BANK OF CANADA Applicant

- and -

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

AMENDING ORDER (Interim Receiver)

THIS MOTION, made by BDO Canada Inc. ("BDO"), for, inter alia, an Order amending the Order of the Honourable Mr. Justice Hainey dated March 13, 2019 ("IR Appointment Order") to expand the powers of BDO in its capacity and Interim Receiver of D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the report of the Interim Receiver dated March 14, 2019 and the appendices thereto, and on hearing the submissions of counsel for BDO and Royal Bank of Canada, no one appearing for any other person on the service list, although served as appears from the affidavits of service of Pauline Leitgeb, sworn March 14, 2019, filed, - 2 -

1 ✓ 1 0 Li· I SERVICE

1. THIS COURT ORDERS that the time for service and filing of the notice of application and the application record is hereby abridged and validated so that this application as it pertains to the appointment of the Interim Receiver is properly returnable today and hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that the IR Appointment Order be amended to add the following paragraphs:

3 (A) to pay such disbursements the Interim Receiver deems necessary in order to preserve the value of the Property of the Debtor from funds coming into its hands;

19 (A) 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 $150,000 (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Interim Receiver by this Order, including interim expenditures. The whole of the Prope1ty shall be and is hereby charged by way of a fixed and specific charge (the "Interim 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 Interim Receiver's Charge and

(a) any purchase money security interest, as that term is defined in the Personal Property Security Act, R.S.O. 1990, c. P.10, held by parties other than RBC and ranking in priority to RBC's general security interest; and

(b) subsections 14.06(7), 81.4(4), and 81.6(2) oftheBJA. - 3 -

19 (B) THIS COURT ORDERS that neither the Interim Receiver's Borrowings Charge nor any other security granted by the Interim Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.

19(C) THIS COURT ORDERS that the Inteiim Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Interim Receiver's Certificates") for any amount borrowed by it pursuant to this Order.

19 (D) THIS COURT ORDERS that the monies from time to time borrowed by the Interim Receiver pursuant to this Order or any further order of this Court and any and all Interim 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 Interim Receiver's Certificates.

3. 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 Interim Receiver and its agents in caITying out the te1ms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Interim Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Interim Receiver and its agents in carrying out the tenns of this Order.

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

ENTERED AT/ INSCrl,-;- A TORONTO ON/ BOOK NO: #3603553v3 l4113016 LE/ DANS LE REGISTRE NO: MAR 1 92019

PER/ PAR: f.v--! -4- 043 SCHEDULE "A" INTERIM RECEIVER CERTIFICATE CERTIFICATE'NO._ , AMOUNT$ ______

1. THIS IS TO CERTIFY that BDO Canada Limited, the inte1im receiver (the "IR") of the assets, undertakings and properties of D.M. Robichaud Associated Ltd. (the "Debtor") 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 Comi of Justice (Commercial List) (the "Court") dated the 13th day of March, 2019 (the "Order") made in an action having Court file number CV-19-615922-00CL, 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 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 pennit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court. iJ !\ - 5 - 0 Lj. &.or

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.

DATEDthe __ dayof ______,2019. BDO CANADA LIMITED., solely in its capacity as Interim Receiver ofD.M. Robichaud Associates Ltd., and not in its corporate or personal capacity Per: Name: Title: (.;7

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D.M.

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CANADA

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BANK

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ROYAL

.. Appendix ''C'' .' 04 ! •

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE MR. ) THURSDAY, THE 215t ) JUSTICE HAINEY ) DAY OF MARCH, 2019

BETWEEN:

ROYAL BANK OF CANADA Applicant

- and-

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

SECOND AMENDING ORDER (Interim Receiver)

THIS MOTION, made by BDO Canada Limited ("BDO"), for, inter alia, an Order amending the Order of the Honourable Mr. Justice Hainey dated March 13, 2019, as previously amended by Order of the Honourable Mr. Justice Hainey dated March 15, 2019 (collectively, the "IR Appointment Order") to expand the powers of BDO in its capacity as interim receiver (the "Interim Receiver") of D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330 University Avenue, Toronto, Ontario. ' . -2-

ON READING on hearing the submissions of counsel for BDO, Royal Bank of Canada, Trisura Guarantee Insurance Company and LiUNA Local 183 and no one else appearing,

1. THIS COURT ORDERS that this motion is properly returnable today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by deleting subparagraph 2(c) in its entirety and substituting the following therefor:

"(c) April 24, 2019."

3. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by deleting paragraph 13 in its entirety and substituting the following therefor:

"13. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor. The Interim Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Interim Receiver shall not be liable for any employee-related liabilities, including any successor employer liabilities as provided for in subsection 14.06( 1.2) of the BIA, other than such amounts as the Interim Receiver may specifically agree in writing to pay, or in respect of its obligations under subsections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act."

4. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by adding the following paragraphs:

"3(d.1) to sell, convey, transfer, lease or assign the Property (but not any Property which may be held in trust by the Debtor or the Interim Receiver) 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 $100,000, provided that the aggregate consideration for all such transactions does not exceed $250,000; and - 3 - 048

(ii) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario Personal Property Security Act, or section 31 of the Ontario Mortgages Act, as the case may be, shall not be required;

(d.2) 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;"

"19 (E) THIS COURT ORDERS that the Interim 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 $150,000 (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Interim Receiver by this Order, including interim expenditures. For greater certainty borrowings under this paragraph 19(E) and the limit on such borrowings imposed hereby shall be in addition to any existing borrowings under paragraph l 9(A) hereof. The accounts receivable from the Town of Richmond Hill in connection with projects RFQ-49-15 and RFQ-89-17 (the "Richmond Hill Receivables") shall be and are hereby charged by way of a fixed and specific charge (the "Interim Receiver's Second Borrowings Charge") as security for the payment of the monies borrowed pursuant to this paragraph l 9(E), 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 subsections 81.4(4) and 81.6(2) of the BIA. For greater clarification, the proceeds of this additional borrowing will be used primarily to fund the completion of these two projects (which is primarily employees' Wages and Monetary Supplementary Benefits, as those terms are defined in the Construction Act). -4- /l q 0 -r /

19 (F) THIS COURT ORDERS that the Interim Receiver's Second Borrowings Charge shall not be enforced without leave of this Court."

5. THIS COURT ORDERS that there shall be no further borrowings after the date of this Order under paragraph l 9(A) of the IR Appointment Order, until further Order of the Court.

6. THIS COURT ORDERS that, except for the Interim Receiver's Second Borrowings Charge as against the Richmond Hill Receivables, this Order is without prejudice to claims of any trust beneficiaries to any trust property which has been, is, or may be held by the Debtor, or the Interim Receiver.

7. 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 Interim Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Interim Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Interim Receiver and its agents in carrying out the terms of this Order.

ENTERED AT 1 \NSCRiT ATORONTO ON/ BOOK N·O: LE/ DANS LE REGISTRE NO: MAR 2 2 2019

PER/ PAP\: rvJ . )' l,.) r:_. nu

ROYAL BANK OF CANADA and D.M. ROBICHAUD ASSOCIATES LTD.

Applicant Respondent Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST PROCEEDING COMMENCED AT TORONTO

SECOND AMENDING ORDER

MINDEN GROSS LLP Barristers and Solicitors 2200- 145 King Street West Toronto, ON MSH 402

Raymond M. Slattery (LSO# 20479L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BDO Canada Limited

(File No. 4113016)

35531253.1 Appendix ''D'' r· 'I 0 :.) l

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE f' ) MONDAY, THE 15TH ) JUSTICE ) DAY OF APRIL, 2019

BETWEEN:

ROYAL BANK OF CANADA

Applicant

- and -

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. 8-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

APPROVAL AND VESTING ORDER

THIS MOTION, made by BOO Canada Limited in its capacity as the Court­ appointed interim receiver (the "Receiver") of the undertaking, property and assets of D.M. Robichaud Associates Ltd. (the "Debtor") for an order approving the sale transaction (the "Transaction") contemplated by an agreement of purchase and sale (the "Sale Agreement") between the Receiver and Capital Infrastructure Group Inc., in trust (the "Purchaser") dated March 29, 2019, and appended to the Report of the Receiver dated April 4, 2019 (the "Report"), and vesting in the Purchaser the right, title and interest of the Receiver and the Debtor in and to the assets described in the Sale Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto, Ontario. - 2 - 052

ON READING the Report and on hearing the submissions of counsel for the Receiver, the Purchaser and the Applicant, no one appearing for any other person on J A \ 0 service list, although properly served as appears from the affidavit of ~ff'%:,l,M--! •v~ ~pril /0 , 2019/iled:

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver's certificate to the Purchaser substantially in the form attached as Schedule A hereto (the "Receiver's Certificate"), all of the right, title and interest of the Receiver and the Debtor in and to the Purchased Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Orders of the Honourable Justice Hainey dated March 13, 2019, March 15, 2019 and March 21, 2019; (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system (all of which are collectively referred to as the "Encumbrances") and, for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets.

3. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds from the sale of the Purchased Assets