ontario superior court of justice commercial listcourt file no. cv-16-11493-00cl between: tab 1. 2....

Court File No. CV-16-11493-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

BETWEEN:

ROYAL BANK OF CANADA

Plaintiff

and

ORION HARDWARE CORPORATION, FERMAN GROUP INC. and MICHAEL MAMMOLITI

Defendants

MOTION RECORD(Motion returnable March 14, 2017)

Date: March 3,2017 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place Suite 1800, Box 754 181 Bay Street Toronto, ON M5J 2T9

Sanjeev P.R. Mitra - LSUC #37934U Kyle B. Plunkett - LSUC #61044N Tel: (416) 863-1500 Fax: (416) 863-1515 Email: smitra@,airdberlis.com /

kphmkett@airdberlis. com

Lawyers for the Moving Party,James Williams & Associates Inc.,in its capacity as Receiver of Orion HardwareCorporation and not in its personal capacity


BETWEEN:

TAB

1.

2.

A.

B.

C.

D.

E.

F.

G.

H.

I


COMMERCIAL LIST


and


INDEX

DOCUMENT

Notice of Motion dated March 3, 2017

Fourth Report of the Monitor dated March 3, 2017

Appendix “A” - Appointment Order dated August 29, 2016

Appendix “B” - First Report dated September 8, 2016

Appendix “C” - Second Report dated September 30,2016

Appendix “D” - Third Report dated October 31, 2016

Appendix “E” - Email from Ferrari dated November 1, 2016

Appendix “F” - Email from Receiver dated November 2, 2016

Appendix “G” - Service Canada Statement

Appendix “H” - Receiver’s Certificate

Appendix “I” - Receiver’s Interim R&D

Plaintiff

Defendants

-3-

TAB DOCUMENT

J Appendix “J” - Bankruptcy Order/Certificate of Filing

K Appendix “K” - Affidavit of Mukul Manchanda sworn March 2, 2017

L Appendix “L” - Affidavit of Kyle Plunkett sworn March 3, 2017

3.4.

Form of Order Service List


Plaintiff

and

ORION HARDWARE CORPORATION,FERMAN GROUP INC. and MICHAEL MAMMOLITI

Defendants

NOTICE OF MOTION

Janies Williams & Associates Inc. (“JWAI”), in its capacity as Court-appointed receiver

(in such capacity, the “Receiver”), without security, of all of the assets, undertakings and

properties of Orion Hardware Corporation (the “Debtor”), will make a motion to a Judge

presiding over the Ontario Superior Court of Justice (Commercial List) on Tuesday, March 14,

2017 at 10:00 a.m., or as soon after that time as the motion can be heard, at 330 University

Avenue, Toronto, Ontario.

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

THE MOTION IS FOR:

1. An Order substantially in the form of draft order attached at Tab “3” of the Motion

Record, inter alia:

(a) approving the Fourth Report of the Receiver dated March 3, 2017 (the “Fourth

Report”) and the conduct and actions of the Receiver described therein;

(b) authorizing and directing the Receiver to distribute, without further Order of this

Court, certain funds Royal Bank of Canada (“RBC”) on account of the Debtor’s

secured indebtedness for principal, interest and costs;



COMMERCIAL LIST

BETWEEN:

-2-

(c) authorizing and directing the Receiver to make a distribution to Service Canada in

respect of Service Canada’s claim under section 81.4 of Bankruptcy and

Insolvency Act (Canada) (“BIA”);

(d) authorizing and directing the Receiver to make a distribution to Receiver General

in respect of Canada Revenue Agency’s deemed trust claim for unpaid source

deductions owed by the Debtor, in an amount not to exceed $33,337.14;

(e) authorizing and directing the Receiver to make a distribution to RBC on account

of amounts owing to RBC under the Receiver’s Borrowings Charge (as described

in the Fourth Report);

(f) approving the Receiver’s Interim Statement of Receipts and Disbursements as at

January 31, 2017 (as appended to the Fourth Report); and

(g) approving the fees and disbursements of the Receiver and its counsel, Aird &

Berlis LLP (“Aird & Berlis”); and

2. Such further and other relief as counsel may request and this Honourable Court deems

just.

THE GROUNDS FOR THE MOTION ARE:

(a) the Debtor was a company that carried on business distributing high-end

bathroom hardware, among other things, from its business location in

Woodbridge, Ontario;

(b) pursuant to an Order of this Court dated August 29, 2016 (the “Appointment

Order”), JWAI was appointed as Receiver, without security, of all of the assets,

undertakings and properties of the Debtor (the “Property”);

(c) pursuant to the Appointment Order, the Receiver was empowered and authorized

to, market any or all of the Property, including advertising and soliciting offers in

respect of the Property and negotiating such terms and conditions of sale as the

Receiver, in its discretion, deems appropriate;

-3-

by Order the Honourable Madam Justice Conway dated November 14, 2016, the

Court approved the transaction contemplated by an agreement of purchase and

sale dated October 26, 2016 (the “Sale Agreement”) entered into between the

Receiver, as seller, and Crescent Commercial Corporation (“Crescent”), as buyer,

pursuant to which all of the Debtor’s right, title and interest in and to the

Purchased Assets (as defined in the Sale Agreement) were vested in Crescent free

and clear of all liens, charges and security interest and other encumbrances;

pursuant to the Appointment Order, and as permitted thereunder, the Receiver

borrowed monies from RBC in the principal amount of $50,000.00 to fund its

activities in these proceedings, which amounts were subject to a priority charge

on the Property;

on December 20, 2016, RBC obtained an Order from the Court adjudging the

Debtor bankrupt and appointing JWAI as Trustee of the Estate of the Debtor;

the Receiver has completed its duties in respect of eligible employee claims under

the Wage Earner Protection Program Act (Canada) and the Receiver has received

a statement from Service Canada setting out the amount that is subject to a

priority under section 81.4 of the BIA as $7,836.00;

on March 1, 2017, Canada Revenue Agency (“CRA”) conducted a trust exam of

the Debtor’s payroll source deduction and GST/HST and the Receiver was

advised by the CRA that the amount outstanding with respect to the source

deduction obligation of the Debtor is $33,337.14, a portion of which is subject to

a deemed trust claim in favour of CRA;

as of March 1, 2017, the Debtor is indebted to RBC, on a secured basis, in the

amount of $2,643,350.40 and RBC holds certain security over the Debtor,

including a general security agreement, in respect of such indebtedness;

the Receiver obtained an opinion from Aird & Berlis as to the security held by

RBC confirming that the various security agreements comprising RBC's security

-4-

are valid and enforceable in accordance with their terms and the security interests

provided therein were properly perfected;

(k) the Receiver has filed with the Court its Fourth Report outlining, among other

things, (i) the activities of the Receiver and its counsel, Aird & Berlis, since the

date of Third Report of the Receiver dated October 31, 2016, filed in these

proceedings, and (ii) the results of its realization efforts, including pursuing

collection of the Debtor’s accounts receivable.

(l) the other grounds set out in the Fourth Report;

(m) the inherent and equitable jurisdiction of this Honourable Court;

(n) the terms of the Appointment Order;

(o) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended;

(p) the provisions of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(q) rules 1.04, 1.05, 2.03, 16 and 37 of the Rules of Civil Procedure, R.R.O. 1990,

Reg. 194, as amended; and

(r) 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 Fourth Report and the appendices thereto, filed herewith;

(b) the Fee Affidavit of Mukul Manchanda sworn March 2, 2017;

(c) the Fee Affidavit of Kyle B. Plunkett sworn March 3, 2017; and

(d) such further and other material as counsel may submit and this Court may permit.

-5-

Date: March 3,2017 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place Suite 1800, Box 754 181 Bay Street Toronto, ON M5J 2T9

Sanjeev P.R. Mitra - LSUC #37934U Kyle B. Plunkett - LSUC #61044N Tel: (416) 863-1500 Fax: (416) 863-1515 Email: smitra@,airdberlis.com /

knlunkett@,airdberlis. com

Lawyers for the Moving Party,James Williams & Associates Inc.,in its capacity as Receiver of Orion HardwareCorporation and not in its personal capacity

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Estate No. 31-458192 Court File No. CV-16-11493-00CL

IN THE MATTER OF THE RECEIVERSHIP OF ORION HARDWARE CORPORATION

FOURTH REPORT TO COURT OF JAMES WILLIAMS & ASSOCIATES INC. AS COURT-APPOINTED RECEIVER OF ORION HARDWARE CORPORATION

March 3,2017

I. INTRODUCTION

This is the Fourth Report to Court of James Williams & Associates Inc. ("JWAI"), in its capacity as Court-appointed receiver (in such capacity, the "Receiver") of Orion Hardware Corporation (the "Company").

On August 29, 2016 (the "Date of Appointment"), an application was made by the Royal Bank of Canada ("RBC") to the Ontario Superior Court of Justice (Commercial List) (the "Court") to appoint JWAI as receiver, without security, over all of the assets, undertaking and properties of the Company. By Order of the Honourable Justice Newbould dated the Date of Appointment (the "Appointment Order"), JWAI was appointed as Receiver. Attached hereto as Appendix "A" to this Fourth Report is a copy of the Appointment Order.

Aird & Berlis LLP ("Aird Berlis") was retained as the Receiver's counsel.

On November 14, 2016, the Receiver brought a motion to the Court for an order approving, among other things, the agreement of purchase and sale dated October 26, 2016 (the "Sale Agreement") entered into between the Receiver, as seller, and Crescent Commercial Corporation ("Crescent"), as buyer, of certain of the Company's assets. By Order of the Honourable Madam Justice Conway dated November 14, 2016, the Court approved the relief sought by the Receiver, pursuant to which all of the Company's right, title and interest in and to the Purchased Assets (as defined in the Sale Agreement) were vested in Crescent free and clear of all liens, charges and security interest and other encumbrances.

Purposes of this Fourth Report

The purposes of this Fourth Report are to:

• provide an update to the Court regarding the Ferrari (as defined herein) since the date of the Third Report to Court dated October 31, 2016 (the "Third Report");

• provide an overview of the Receiver's activities since the filing of the Third Report;

• recommend that the Court issue an Order, inter alia:

a. approving the conduct and activities of the Receiver since the date of the Third Report;

b. approving distributions to the Receiver General in respect of:

i. a priority claim pursuant to subsection 81.4(4) of the Bankruptcy and Insolvency Act (Canada) ("BIA") in the amount of$7,836.00; and

ii. a deemed trust claim for source deductions, which claim is to be filed by Canada Revenue Agency ("CRA") with the Receiver for an amount not to exceed $33,337.14;

c. approving a distribution of $50,000.00 to RBC in respect of the borrowings of the Receiver pursuant to the Receiver's Certificate dated September 27,2016;

d. approving an interim distribution to RBC in the amount of $60,000;

e. approving the Receiver's interim Statement of Receipts and Disbursements as at January 31,2017 (the "Interim R&D");

f. approving fees and disbursements of the Receiver in the amount of $144,116.31 (plus HST) for the period from August 19, 2016 to January 31,2017; and

g. approving fees and disbursement of Aird Berlis in the amount of $48,882.01 (plus HST) for the period from August 29, 2016 to January 31, 2017.

Restrictions

In preparing this Fourth Report, the Receiver has relied upon the Company's books and records and discussions with its representatives and advisors. The Receiver has not performed an audit of other verification of such information.

(2)

To the extent applicable, the Receiver expresses no opinion or other form of assurance with respect to any financial information presented in this Fourth Report.

II. BACKGROUND

The Company is a Canadian owned, private corporation that carried on business as a distributor and wholesaler of door handles and bathroom accessories.

Further details regarding the background of the Company and the receivership proceedings are set out in the previous reports to the Court filed with the Court. Copies of the First Report to Court dated September 8, 2016 (the "First Report"), the Second Report to Court dated September 30, 2016 (the "Second Report"), and the Third Report, each without appendices thereto, are attached as Appendices "B", "C" and "D" to this Fourth Report.

III. ACTIVTIES OF THE RECEIVER

Since the Third Report, the Receiver has taken possession of certain of the Company's vehicles and arranged for the return of certain leased vehicles to the applicable lessors. The Receiver also continued to pursue the collection of the Company's accounts receivable.

Update to Court re the Ferrari

As set out in the Third Report, the Receiver took possession of a 2006 Ferrari F430 Spider (the "Ferrari") which was leased by the Company and delivered it to Ferrari of Ontario ("Ferrari Ontario") in Woodbridge, Ontario for inspection and storage. On November 2, 2016, the Receiver was advised by Ferrari Ontario that the cost of repairs to the Ferrari would exceed $30,000.00. A copy of the email from Ferrari Ontario is attached hereto as Appendix "E".

Taking into account the costs of repair, the lien claims advanced by Uli Bieri as set out in the Second Report, and amounts owing to Auto One Group Limited / 2232211 Ontario Inc. (the "Lessor"), the Receiver determined it was unlikely that a sale of the Ferrari would yield any benefit to the estate. As such, the Receiver wrote to the Lessor on November 2, 2016 and advised the Lessor that it would release the Ferrari to the Lessor upon payment of the Receiver's costs to recover the Ferrari. A copy of the Receiver's email to the Lessor is attached hereto as Appendix "F".

"The Lessor collected the Ferrari from Ferrari Ontario and has issued payment in respect of the Receiver's costs of realization.

(3)

Accounts Receivable

The Receiver extracted an accounts receivable listing from the Company's records with a balance of $2,678,370.34 as at the Date of Appointment. On December 2, 2016, the Receiver sent a second demand letter to all customers with outstanding balances. As at the date of this report the Receiver has collected $77,637.74. The Receiver has assigned the uncollected amounts to a collection agency.

Per the Third Report, the Receiver is of the view that $1.5 million of the outstanding accounts receivable may be uncollectable based on the incomplete work. The Receiver will provide a further update to this Court in due course.

IV. WAGE EARNER'S PROTECTION PROGRAM

The Receiver has mailed Wage Earner Protection Program notifications, including schedules of amounts payable, to all eligible former employees of the Company. The Receiver has received a statement from Service Canada setting out the amount that is subject to a priority under the BIA and the Wage Earner Protection Program Act ("WEPPA") as $7,836.00. A copy of the Service Canada statement is attached hereto as Appendix "G".

Subsection 81.4(4) of the BIA creates a priority claim which ranks above every other claim, right, charge or security against the person's current assets regardless of when that other claim, right, charge or security arose except as otherwise provided for under the BIA. As at March 1, 2017, the Receiver has realized at least $179,691.12 from the current assets of the Company. Accordingly the Receiver is seeking approval from the Court for a distribution to the Receiver General in the amount of $7,836.00.

V. RECEIVER'S CERTIFICATES

Pursuant to paragraph 21 of the Appointment Order, the Receiver borrowed monied from RBC in the principal amount of $50,000.00 (the "Borrowings") to fund its activities in these proceedings. A copy of the Receiver's Certificate representing the Borrowings is attached hereto asAppendix "H".

Pursuant to paragraph 21 of the Appointment Order, the issuance of the Receiver's Certificate has the effect of creating a charge on the Property (as defined in the Appointment Order), by way of a fixed and specific charge as security for the repayment 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

(4)

to the Receiver's Charge, and the charges set out in subsections 14.06(7), 81.4(4), and 81.6(2) of the BIA. Accordingly the Receiver is seeking approval from this Court for a distribution to RBC in respect of the repayment of the Borrowings in the amount of $50,000.00.

VI. DEEMED TRUST CLAIMS

CRA conducted a trust exam of the Company's payroll source deduction and GST/HST accounts on March 1, 2017. As of the date hereof, the Receiver has not received a deemed trust claim from CRA. However, the Receiver has been advised by the CRA trust examiner that the amount outstanding with respect to the source deduction obligation of the Company is $33,337.14. The trust examiner did not advise of the Company's HST obligation. In light of the Company's bankruptcy, as detailed below, the HST obligation will be an unsecured claim.

Accordingly, the Receiver is seeking approval from this Court for a distribution to Receiver General upon receipt of the source deduction deemed trust claim from CRA.

VII. SECURED CREDITORS

RBC holds certain security over the Company, including a general security agreement (the "RBC Security").

Aird Berlis has provided an opinion to the Receiver as to the security held by RBC (the "Security Opinion"). A copy of the Security Opinion can be provided to the Court immediately upon a request for same. According to the Security Opinion, and subject to the usual qualifications listed therein, the various security agreements comprising the RBC's security are valid and enforceable in accordance with their terms and the security interests provided therein were properly perfected by registration pursuant to the provisions of the Personal Property Security Act (Ontario).

On March 1, 2017, RBC provided details of the amounts due by the Company to RBC, including legal expenses, which total $2,643,350.40.

Additionally, RBC may have miscellaneous costs on a solicitor and own client basis. The Receiver is satisfied that the sum of $2,643,350.40 is owed to RBC by the Company and that RBC is a secured creditor of the Company for that amount.

Accordingly, the Receiver is seeking approval from this Court for an interim distribution to RBC in the amount of $60,000.

(5)

VIII. RECEIPTS AND DISBURSEMENTS

As at January 31, 2017, the Receiver has realized total receipts of $535,364.00 and has made total disbursements of $356,853.57. A copy of the Receiver's Interim R&D for the period from the Date of Appointment to January 31, 2017 is attached hereto as Appendix "I".

IX. BANKRUPTCY ASSIGNMENT

On December 20, 2016, RBC obtained an Order from the Ontario Superior Court of Justice adjudging the Company bankrupt and appointing JWAI as Trustee of the Estate of the Company (the "Bankruptcy Order"). The Office of the Superintendent of Bankruptcy issued a Certificate of Filing of a Bankruptcy Order on December 21, 2016, which was later amended on January 4, 2017 (collectively, the "Certificate of Filing"). Copies of the Bankruptcy Order and the Certificate of Filing are attached hereto as Appendix "J".

X. FEES AND DISBURSEMENTS OF THE RECEIVER

The Receiver is also seeking approval of its aggregate fees and disbursements in the sum of $144,116.31 (plus HST) for the period August 19, 2016 to January 31, 2017. Attached hereto as Appendix "K" is the sworn Affidavit of Mukul Manchanda of JWAI setting out the details of the fees and disbursements of JWAI for this period. The Receiver's time charges are actual charges relating to specific tasks including, but not limited to: statutory filings and reporting; maintaining the receivership bank account, including management of receipts and disbursements; reviewing loans receivable; and assessing tax filings.

The Receiver believes that the rates charged throughout the course of the receivership to date are fair and reasonable. The average hourly billing rates outlined on the accounts summary are the normal average hourly rates charged by the Receiver for services rendered in relation to similar proceedings.

XI. FEES AND DISBURSEMENTS OF THE RECEIVER'S COUNSEL

'the Receiver is seeking approval of the aggregate fees and disbursements of its counsel, Aifd Berlis, in the sum of $48,882.01 (plus HST) for the period August 29, 2016 to January 31, 2017. Attached hereto as Appendix "L" is the sworn Affidavit of Kyle B. Plunkett of Aird Berlis setting out the details of the fees and disbursements for this period.

The Receiver believes that the fees and disbursements of Aird Berlis incurred to date are fair and reasonable in the circumstances.

(6)

XII. SUMMARY

The Receiver respectfully requests that this Honourable Court grant the relief requested in this Fourth Report.

All of which is respectfully submitted.

Dated at Toronto this 3rd day of March, 2017

James Williams & Associates Inc.,solely in its capacity as Receiver of Orion Hardware Corporation and not in its corporate or personal capacity

(7)

,v



COMMERCIAL LIST

THE HONOURABLE ) MONDAY, THE 29™

JUSTICE KJ DAY OF AUGUST, 2016

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- and -

Plaintiff


Defendants

ORDER(appointing Receiver)

THIS MOTION made by the Plaintiff, Royal Bank of Canada, for an Order

pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3,

as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c.

C.43, as amended (the "CJA") appointing James Williams & Associates Inc. as receiver

(in such capacities, the "Receiver") without security, of all of the assets, undertakings

and properties of Orion Hardware Corporation (the "Debtor") acquired for, or used in

relation to a business carried on by the Debtor, was heard this day at 330 University


ON READING the affidavit of Robert Fick sworn August 18, 2016 and the

Exhibits thereto and on hearing the submissions of counsel for the Plaintiff, no one

appearing for the Debtor although duly served as appears from the affidavit of service of

-2-

Karen Fox sworn August 22, 2016 and on reading the consent of James Williams &

Associates Inc. to act as the Receiver,

SERVICE

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

Motion is hereby abridged and validated so that this motion is properly returnable today

and hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section

101 of the CJA, James Williams & Associates Inc. 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:

(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;

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(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;

(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. 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;

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(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 $100,000, provided that the aggregate consideration for

all such transactions does not exceed $500,000; and

(ii) with the approval of this Court in respect of any transaction in which

the purchase price or the aggregate purchase price exceeds the

applicable amount set out in the preceding clause;

(iii) and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Act, 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

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on behalf of and, if thought desirable by the Receiver, in the name of the

Debtor;

(p) 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) to exercise any shareholder, partnership, joint venture or other rights

which the Debtor may have; and

(r) to take any steps reasonably incidental to the exercise of these powers or

the performance of any statutory obligations.

and in each case where the Receiver takes any such actions or steps, it shall be

exclusively authorized and empowered to do so, to the exclusion of all other Persons

(as defined below), including the 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 (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

-6-

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.

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

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premises and shall be dealt with as agreed between any applicable secured creditors,

such landlord and the Receiver, or by further Order of this Court upon application by the

Receiver on at least two (2) days’ notice to such landlord and any such secured

creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

8. THIS COURT ORDERS that no proceeding or enforcement process in any court

or tribunal (each, a "Proceeding"), shall be commenced or continued against the

Receiver except with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE 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.

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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 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,

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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

15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver shall disclose

personal information of identifiable individuals to prospective purchasers or bidders for

the Property and to their advisors, but only to the extent desirable or required to

negotiate and attempt to complete one or more sales of the Property (each, a "Sale").

Each prospective purchaser or bidder to whom such personal information is disclosed

shall maintain and protect the privacy of such information and limit the use of such

information to its evaluation of the Sale, and if it does not complete a Sale, shall return

all such information to the Receiver, or in the alternative destroy all such information.

The purchaser of any Property shall be entitled to continue to use the personal

information provided to it, and related to the Property purchased, in a manner which is

in all material respects identical to the prior use of such information by the Debtor, and

shall return all other personal information to the Receiver, or ensure that all other

personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

16. THIS COURT ORDERS that nothing herein contained shall require the Receiver

to occupy or to take control, care, charge, possession or management (separately

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and/or collectively, "Possession") of any of the Property that might be environmentally

contaminated, might be a pollutant or a contaminant, or might cause or contribute to a

spill, discharge, release or deposit of a substance contrary to any federal, provincial or

other law respecting the protection, conservation, enhancement, remediation or

rehabilitation of the environment or relating to the disposal of waste or other

contamination including, without limitation, the Canadian Environmental Protection Act,

the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the

Ontario Occupational Health and Safety Act and regulations thereunder (the

"Environmental Legislation"), provided however that nothing herein shall exempt the

Receiver from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Receiver shall not, as a result of this Order or anything

done in pursuance of the Receiver's duties and powers under this Order, be deemed to

be in Possession of any of the Property within the meaning of any Environmental

Legislation, unless it is actually in possession.

LIMITATION ON THE RECEIVER’S LIABILITY

17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a

result of its appointment or the carrying out the provisions of this Order, save and

except for any gross negligence or wilful misconduct on its part, or in respect of its

obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner

Protection Program Act Nothing in this Order shall derogate from the protections

afforded the Receiver by section 14.06 of the BIA or by any other applicable legislation.

RECEIVER’S ACCOUNTS

18. 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

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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.

19. 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. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver

shall be at liberty from time to time to apply reasonable amounts, out of the monies in its

hands, against its fees and disbursements, including legal fees and disbursements,

incurred at the standard rates and charges of the Receiver or its counsel, and such

amounts shall constitute advances against its remuneration and disbursements when

and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

21. 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 $100,000 (or such greater amount as this Court may

by further Order authorize) at any time, at such rate or rates of interest as it deems

advisable for such period or periods of time as it may arrange, for the purpose of

funding the exercise of the powers and duties conferred upon the Receiver by this

Order, including interim expenditures. The whole of the Property shall be and is hereby

charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as

security for the payment of the monies borrowed, together with interest and charges

thereon, in priority to all security interests, trusts, liens, charges and encumbrances,

statutory or otherwise, in favour of any Person, but subordinate in priority to the

Receiver’s Charge and the charges as set out in sections 14.06(7), 81.4(4), and 81.6(2)

of the BIA.

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22. 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. 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. 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 ail

Receiver’s Certificates evidencing the same or any part thereof shall rank on a pari

passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's

Certificates.

SERVICE AND NOTICE

25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

“Protocol”) is approved and adopted by reference herein and, in this proceeding, the

service of documents made in accordance with the Protocol (which can be found on the

Commercial List website at http://www.ontariocourts.ca/sci/practice/practice-

directions/toronto/e-service-protocol/) shall be valid and effective service. Subject to

Rule 17.05 this Order shall constitute an order for substituted service pursuant to Rule

16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d) of the Rules of Civil

Procedure and paragraph 21 of the Protocol, service of documents in accordance with

the Protocol will be effective on transmission. This Court further orders that a Case

Website shall be established in accordance with the Protocol with the following URL

,<http://jwilliamsassoc.com/>’.

26. 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

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/

http://jwilliamsassoc.com/

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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. 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. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver

from acting as a trustee in bankruptcy of the Debtor.

29. THIS COURT HEREBY REQUESTS the aid and recognition of any court,

tribunal, regulatory or administrative body having jurisdiction in Canada or in the United

States to give effect to this Order and to assist the Receiver and its agents in carrying

out the terms of this Order. All courts, tribunals, regulatory and administrative bodies

are hereby respectfully requested to make such orders and to provide such assistance

to the Receiver, as an officer of this Court, as may be necessary or desirable to give

effect to this Order or to assist the Receiver and its agents in carrying out the terms of

this Order.

30. 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. THIS COURT ORDERS that the Plaintiff shall have its costs of this motion, up to

and including entry and service of this Order, provided for by the terms of the Plaintiffs

security or, if not so provided by the Plaintiffs security, then on a substantial indemnity

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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. 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.

0&A;^S0^A TORONTO LE/DANS LE r'egistre NO:

AUG 2 9 2016

PER/PAR; CL-

SCHEDULE"A"

RECEIVER CERTIFICATE

CERTIFICATE NO.__________________

AMOUNT $___________________________

1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the

"Receiver") of the assets, undertakings and properties ORION HARDWARE

CORPORATION 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 29th day of

August, 2016 (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.

DOCSTOR-#1771742-v8-Modd_Receivership_Order_(T__Reyes).doc

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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 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__ .

JAMES WILLIAMS & ASSOCIATES INC., solely in its capacityas Receiver of the Property, and not in its personal capacity

Per:

Name:

Title:

#2575938| 4098527

DOCSTOR-#1771742-v8-Model_Receivership_Order_(T_Reyes).doo

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1



I. INTRODUCTION

This is the First Report to Court of James Williams & Associates Inc. ("JWAI") in its capacity as Court-appointed receiver (the "Receiver") of Orion Hardware Corporation (the "Company"). On August 29, 2016 (the "Date of Appointment") an application was made by the Royal Bank of Canada ("RBC" or "Secured Creditor") to the Ontario Superior Court of Justice (Commercial List) to appoint the Receiver. JWAI was appointed Receiver of all of the Company's assets, undertaking and property by Order of the Honourable Justice Newbould (the "Appointment Order"). Attached hereto as Appendix "A" to this First Report is a copy of the Appointment Order.

The purpose of this First Report is to provide information to this Honourable Court in support of the Receiver's motion for an order directing Michael Mammoliti ("Mammoliti") to deliver a vehicle leased by the Company to the Receiver.

II. BACKGROUND

The Company is a Canadian owned, private corporation carrying on business as a distributor and wholesaler of door handles and bathroom accessories. Attached hereto as Appendix "B" is the corporate profile report for the Company, which shows that Mammoliti is a director of the Company."

The Company rents office and warehouse space at 51 Terecar Road, Unit 1, Woodbridge, Ontario (the "Premises").

III. THE VEHICLE

The Company leased a 2006 Ferrari F430 Spider FI with a VIN of ZFFEW59A860146895 (the "Ferrari") from Auto One Group Limited / 2232211 Ontario Inc. (the "Lessor"). The Receiver has been unable to obtain possession of the Ferrari despite requests.

A copy of the Ferrari lease ("Lease") is attached hereto as Appendix "C". The last payment under the Lease was due on September 1, 2016. No payment was made

given the Receivership. The Receiver has been in communication with the Lessor which has provided the Receiver with a buyout statement setting out the amount required to be paid under the lease in the event of early termination. A copy of the buyout statement is attached hereto as Appendix "D".

While the Receiver is unable to obtain a detailed appraisal of the Ferrari without inspecting the car, it has obtained an estimate of realizable value from Platinum Asset Services Inc. ("Platinum"). A copy of Platinum's estimate is attached hereto as Appendix "E". While the extent of the equity which could be realized on the buyout of the Ferrari remains to be determined given that the Receiver has not been able to inspect the vehicle and obtain a detailed appraisal, based upon the buyout statement and Platinum's estimate of realizable value, approximately $60,000 of equity could potentially be realized by the Receiver.

The Receiver conducted a search of the Personal Property Security Act registration system ("PPSA") on August 30, 2016. The results of the PPSA search are attached hereto as Appendix "F". The PPSA results show a registration against the Ferrari in favour of A1 Palladini Leasing. The Lessor has advised the Receiver that A1 Palladini Leasing is a trade name used by the Lessor.

The Receiver has been provided with insurance coverage provided under an automobile insurance policy (the "Policy") issued by The Economical Mutual Insurance Company ("Economical"). The Policy is issued only to the Company and appears to cover all its vehicles. A copy of the certificate of insurance and a past account statement are attached hereto as Appendix "G". The Ferrari is one of the vehicles insured under the Policy based on the insurance documents reviewed by the Receiver. The Receiver has been advised by Economical that the last monthly premium payment was due August 22nd, 2016. It remains outstanding and that the Policy will be cancelled if the premium is not paid by September 15, 2016 which will leave the Ferrari uninsured.

IV. CORRESPONDENCE WITH MAMMOLITI

On August 31, 2016 the Receiver participated in a telephone call with John Jalovec ("Jalovec") of CCFC Financial ("CCFC"). Prior to the receivership, the Company had retained CCFC as a consultant, and Jalovec held himself out as a representative of Mammoliti following the Receiver's appointment. During the call, Jalovec advised the Receiver that Mammoliti would not return the Ferrari. Despite requests no explanation was provided to the Receiver to support Mammoliti's position.

Immediately following the telephone call with Jalovec, the Receiver wrote to Mammoliti and advised him that, pursuant to the Appointment Order, he was required to deliver the Ferrari to the Receiver. A copy of the Receiver's letter to

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Mammoliti is attached hereto as Appendix "H". The Receiver also left voicemails on Mammoliti's home and cellular phones on September 1, 2016.

On September 2, 2016 the Receiver wrote to the Lessor and asked that it contact Mammoliti and instruct him to deliver the Ferrari to the Receiver. On September 6, 2016 the Lessor confirmed that it had advised Mammoliti that he was required to deliver the Ferrari to the Receiver. The Lessor has also advised the Receiver that it supports the Receiver's efforts to take possession of, and realize on, the Ferrari. A copy of the Receiver's email exchange with the Lessor setting out the foregoing is attached hereto as Appendix "I".

On September 6, 2016, the Receiver received an email from Ryan Bose of CCFC, attached as Appendix "J", advising that Jalovec and Mammoliti would attend at the Premises on September 7, 2016 so that Mammoliti could retrieve some personal effects. However, on September 7, 2016, only Jalovec attended at the Premises. Jalovec advised the Receiver that Mammoliti had received the Receiver's letter (Appendix "H" above) requiring the return of the Ferrari. Jalovec further advised the Receiver that Mammoliti would re-schedule a time with the Receiver at which to retrieve his personal effects. As at the time of the signing of this Report, Mammoliti has not contacted the Receiver, has not responded to the Receiver's correspondence concerning the return of the Ferrari, and has failed to deliver the Ferrari to either the Receiver or the Lessor.

V. CONCLUSION

The Receiver respectfully requests that this Honourable Court make an order requiring Mammoliti to deliver the Ferrari to the Receiver, so that the Receiver may attempt to realize on the equity in the Ferrari.


Dated at Toronto this 8th day of September, 2016

James Williams & Associates Inc.,solely in its capacity as Receiver of Orion Hardware Corporation and not in its personal capacity

James Williams President

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I. INTRODUCTION

This is the Second Report to Court of James Williams & Associates Inc. ("JWAI") in its capacity as Court-appointed receiver (the "Receiver") of Orion Hardware Corporation (the "Company"). On August 29,2016 (the "Date of Appointment") an application was made by the Royal Bank of Canada ("RBC" or "Secured Creditor") to the Ontario Superior Court of Justice (Commercial List) to appoint the Receiver. JWAI was appointed Receiver of all of the Company's assets, undertaking and property by Order of the Honourable Justice Newbould (the "Appointment Order"). Attached hereto as Appendix "A" to this Second Report is a copy of the Appointment Order.

Aird & Berlis LLP ("Aird Berlis") was retained as the Receiver's lawyers.

The Company had leased a 2006 Ferrari F430 Spider bearing vehicle identification number ZFFEW59A860146895 (the "Vehicle"). Despite multiple requests, neither the Company nor its principal would turn the Vehicle over to the Receiver or disclose its location. On September 15, 2015, the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) issued an order (the "Vehicle Order") approving the activities of the Receiver as set out in the Receiver's First Report to Court dated September 8,2016 (the "First Report") and directing Michael Mammoliti ("Mammoliti") and any other person with notice of the Vehicle Order, to deliver the Vehicle to the Receiver. A copy of the First Report, without appendices, and the Vehicle Order, are attached hereto as Appendices "B" and "C".

The purpose of this Second Report is to provide information to this Honourable Court in support of the Receiver's motion for an order:

• approving the activities of the Receiver since the date of the First Report; and

• directing Toronto Motorsports Park ("Toronto Motorsports") and Ulrich Bieri ("Bieri") to deliver the Vehicle to the Receiver along with all documentation regarding their dealings with the Company and Mammoliti regarding the Vehicle.

II. BACKGROUND

The Company is a Canadian owned, private corporation carrying on business as a distributor and wholesaler of door handles and bathroom accessories.

The Company rents office and warehouse space at 51 Terecar Road, Unit 1, Woodbridge, Ontario (the "Premises").

III. THE VEHICLE

Correspondence with Mammoliti

On September 15,2016, Aird Berlis wrote to Mammoliti and provided him with a copy of the Vehicle Order. Aird Berlis advised Mammoliti in its correspondence that he was required to release the Vehicle to the Receiver and to pay the costs awarded against him to the Receiver in accordance with the Vehicle Order. A copy of Aird Berlis' email is attached hereto as Appendix "D". Aird Berlis also sent a copy of the Vehicle Order to Mammoliti by ordinary mail on September 15,2016, which correspondence is attached hereto as Appendix "E".

As of the signing of this report, Mammoliti has failed to pay the costs award in favour of the Receiver contained in the Vehicle Order.

On September 15, 2016, the Receiver also participated in a telephone call with John Jalovec ("Jalovec"), a consultant apparently retained by Mammoliti in connection with the receivership. Jalovec advised the Receiver that the Vehicle was being held pursuant to a mechanic's lien and that he would provide additional information by email.

The Receiver then wrote to Jalovec and Mammoliti on September 15, 2016 requesting the information. In response, Jalovec provided a telephone number for the party holding the Vehicle. In spite of requests from the Receiver and its counsel on September 15, 2016, no additional information was immediately provided. A copy of the Receiver's and Aird Berlis' correspondence with Jalovec and Mammoliti on September 15,2016 is attached hereto as Appendix "F".

On September 19, 2016, Aird Berlis wrote to Mammoliti demanding that he immediately provide all documentation relating to the Vehicle, Toronto Motorsports and Bieri. A copy of Aird Berlis' email is attached hereto as Appendix "G". In response to requests from the Receiver and Aird Berlis, on September 20 and 21,2016, Jalovec provided the Receiver with copies of security registrations against the Vehicle, as well as copies of a towing invoice and a promissory note issued on June 20, 2016 by Mammoliti to Bieri and Toronto

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Motorsports in the amount of $80,000 (the "Note"). A copy of Jalovec's correspondence, and the Note, is attached hereto as Appendix "H".

On September 19, 2016 the Receiver conducted a search of the Ontario Personal Property Security Act ("PPSA") system for registrations against the Vehicle. The results of the Receiver's search are attached hereto as Appendix "I". The PPSA results indicate two registrations against the Vehicle in favour of Toronto Motorsports Park and Uli Bieri. Bieri refers to himself as "Uli", but the Receiver understands that his actual name is Ulrich Bieri. Aird Berlis conducted business names searches, as reflected in Appendix "J", but has been unable to find a business or organization with the name Toronto Motorsports Park as set out in the registration.

Correspondence with Bieri

On September 15, 2016, the Receiver contacted the number provided by Jalovec and spoke with Bieri, who confirmed that he was in possession of the Vehicle and that he was owed funds both in respect of repairs on the Vehicle and in respect of personal loans advanced to Mammoliti. He also advised that he would not disclose the location of the Vehicle until he had been paid in full.

Following the call the Receiver wrote to Bieri attaching a copy of the Vehicle Order and demanding that he release the Vehicle. A copy of the Receiver's email is attached hereto as Appendix "K". On September 16, 2016 the Receiver wrote to Bieri attaching a copy of the Appointment Order and demanded that he provide copies of any books and records relating to the Vehicle or to issues with the Company. A copy of the Receiver's email is attached hereto as Appendix "L". As of the date of signing this report, the Receiver has received no documentation from Bieri.

On September 19, 2016 the Receiver received a call from Bieri, who advised that Mammoliti had instructed him to only deal with Mammoliti and Jalovec with respect to the Vehicle. The Receiver advised Bieri that he was required to deliver the Vehicle to the Receiver, and that neither Mammoliti nor Jalovec had any authority to deal with the Vehicle. Mammoliti was also advised not to interfere with the Receiver's recovery of the Vehicle.

On the same day Aird Berlis wrote to Bieri noting that he had been provided with both the Vehicle and the Appointment Orders and urging him to comply with both, failing which, the matter would be brought back before the Court to seek its assistance regarding compliance. A copy of Aird Berlis' email to Bieri is attached hereto as Appendix "M".

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The Receiver spoke with Bieri again on September 20, 2016, at which point Bieri advised that he was seeking legal counsel with respect to the Receiver's demands and would call back later that day. On September 22, 2016, having had no response from Bieri, the Receiver wrote to Bieri asking that he respond to the Receiver's demand for the Vehicle. A copy of the Receiver's correspondence is attached hereto as Appendix "N".

Having received no response, Aird Berlis wrote to Bieri on September 22,2016 to advise that the Receiver would be proceeding back to Court and requested contact particulars of his counsel. A copy of Aird Berlis' email to Bieri is attached hereto as Appendix "O".

As of the date of signing of this report, the Receiver has received neither the Vehicle nor any documentation from Bieri or Toronto Motorsports to support any claim (the Note and copies of registrations were provided to the Receiver by Jalovec). The whereabouts of the Vehicle and the nature of the claims of Bieri and Toronto Motorsports are still unknown. The Receiver and its counsel have yet to be contacted by any lawyer acting for Bieri or Toronto Motorsports.

IV. CONCLUSION

The Receiver respectfully requests that this Honourable Court make an order

• approving the activities of the Receiver since the date of the First Report; and

• directing Toronto Motorsports and Bieri to deliver the Vehicle to the Receiver along with all documentation relating to the claims of Toronto Motorsports and Bieri against the Vehicle,


Dated at Toronto this 30th day of September, 2016

James Williams & Associates Inc., solely in its capacity as Receiver of Orion Hardware Corporation and not in its personal capacity

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Estate No. 31-458192 Court File No. CV-16-11493-OOCL


THIRD REPORT TO COURT OF JAMES WILLIAMS & ASSOCIATES INC. AS COURT-APPOINTED RECEIVER OF ORION HARDWARE CORPORATION

October 31,2016

I. INTRODUCTION

This is the Third Report to Court of James Williams & Associates Inc. ("JWAI"), in its capacity as the Court-appointed receiver (in such capacity/ the "Receiver") of Orion Hardware Corporation (the "Company").

On August 29/ 2016 (the "Date of Appointment"), an application was made by the Royal Bank of Canada ("RBC" or the "Secured Creditor") to the Ontario Superior Court of Justice (Commercial List) (the "Court") to appoint JWAI as receiver, without security, over all of the assets, undertaking and properties of the Company. By Order of the Honourable Justice Newbould dated the Date of Appointment (the "Appointment Order") JWAI was appointed the Receiver. Attached as Appendix "A" to this Third Report is a copy of the Appointment Order.

Aird & Berlis LLP ("Aird Berlis") was retained as the Receiver's counsel.

Purposes of this Third Report

The purposes of this Third Report are to:

• provide an update to the Court regarding the Ferrari (as defined herein) since the date of the Second Report to Court dated September 30,2016 (the "Second Report");

• summarize a transaction (the "Transaction") contemplated by an agreement of purchase and sale dated October 26, 2016 (the "Sale Agreement") entered into between the Receiver, as seller, and Crescent Commercial Corporation, as buyer (the "Purchaser"), whereby the Purchaser will acquire the Company's right, title and interest in and to the Purchased Assets (as defined in the Sale Agreement); and

recommend that the Court issue an Order, inter alia:

a. approving the actions of the Receiver since the date of the Second Report;

b. approving the Transaction;

c. approving the Receiver's execution of the Sale Agreement and authorizing the Receiver to execute all other ancillary documents and agreements required to complete the Transaction;

d. vesting in the Purchaser the Company's right, title and interest in and to the Purchased Assets free and dear of all liens, charges and security interests and other encumbrances; and

e. sealing the Confidential Appendices (as defined herein) to this Third Report pending the closing of the Transaction or further Order the Court.

Restrictions

In preparing this Third Report, the Receiver has relied upon the Company's books and records and discussions with its representatives and advisors. The Receiver has not performed an audit or other verification of such information. To the extent applicable, the Receiver expresses no opinion or other form of assurance with respect to the finantial information presented in this Third Report.

II. BACKGROUND

The Company is a Canadian owned, private corporation that carried on business as a distributor and wholesaler of door handles and bathroom accessories. The Company rents office and warehouse space at 51 Terecar Road, Unit 1, Woodbridge, Ontario (the "Premises").

Further details regarding the background of the Company and these receivership proceedings are set out in the First Report to Court dated September 8, 2016 (the "First Report") and the Second Report, copies of which, without appendices thereto, are attached as Appendices "B" and "C" to this Third Report.

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III. ACTIVTIES OF THE RECEIVER

Since the Date of Appointment, the Receiver has taken possession of certain of the Company's vehicles and arranged for the return of certain leased vehicles to lessors; pursued the collection of the Company's accounts receivable; and provided information to employees, all of which are described in greater detail below.

Vehicles

Immediately following its appointment, the Receiver reviewed the Company's records to identify vehicles owned or operated by the Company. Attached as Appendix "D" to this Third Report is a list of the vehicles identified by the Receiver, along with comments as to their disposition. The majority of the vehicles were leased by the Company. After reviewing buyout statements obtained from the lessors and comparing them to estimates of realizable value, the Receiver released most of the vehicles to their respective lessors.

Certain of the leased vehicles were not located at the Premises when the Receiver took possession of the Premises. Based on the Receiver's discussions with Michael Mammoliti ("Mammoliti"), the principal of the Company, it appears these vehicles were used by Mammoliti and Ids immediate family. As the Receiver's investigation of the vehicles' realizable value did not indicate there would be any equity for the estate, the Receiver did not take possession of the vehicles.

Update to Court re the Ferrari

As previously described in both the First Report and the Second Report, the Company leased a 2006 Ferrari F430 Spider bearing vehicle identification number ZFFEW59A860146895 (the "Ferrari"). Despite multiple requests, neither the Company nor Mr. Mammoliti would turn over the Ferrari to the Receiver or disclose its location.

By Order dated September 15, 2015, the Honourable Justice Newbould (the "Vehicle Order") directed Mammoliti and any other person with notice of the Vehicle Order, to deliver the Ferrari to the Receiver. A copy of the Vehicle Order is attached as Appendix "E" to this Third Report.

Furthermore, on October 5, 2016, the Receiver brought a motion to the Court for an order, inter alia, directing Toronto Motorsports Park ("TMP") and Ulrich Bieri ("Bieri") to deliver the Ferrari to the Receiver. Pursuant to an Order of the Honourable Justice Hainey dated October 5, 2016 (the "Second Vehicle Order"), the Court granted such relief and, as a result, the Receiver took

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possession of the Ferrari from Bieri on October 13, 2016. A copy of the Second Vehicle Order is attached as Appendix "F" to this Report.

The Receiver subsequently delivered the Ferrari to Ferrari of Ontario ("Ferrari Ontario") in Woodbridge for inspection and storage. Ferrari Ontario advised the Receiver that certain key parts were missing from the Ferrari. The Receiver has since located and retrieved the parts and is awaiting an estimate from Ferrari Ontario of the cost to bring the Ferrari to a saleable condition.

Accounts Receivable

The Receiver extracted an accounts receivable listing from the Company's records with a balance of $2,678,370.34 as at the Date of Appointment. On August 31, 2016 the Receiver sent a demand letter to all customers set out in the listing. As at the date of this report the Receiver has collected $52,512.17.

The Receiver's review of the accounts receivable suggests that approximately $1.5 million of the accounts receivable set out in the Company's records may be uncollectible, as the work in respect of the contracts has not been completed.

Employees

The Receiver terminated all of the employees of the Company on the Date of Appointment. Shortly thereafter, the Receiver wrote to ADP Canada ("ADP"), the Company's payroll provider, and requested that ADP issue records of employment (the "ROEs") to the employees.

The Receiver has corresponded extensively with ADP since the Date of Appointment and, on October 3, 2016, ADP issued the ROEs. Copies of the Receiver's correspondence with ADP are collectively attached as Appendix "G" to this Third Report.

On October 1, 2016, the Receiver received an email from Ryan Bose ("Bose") at Canadian Credit and Finance Consultants ("CCFC"), a consultant engaged by Mammoliti, criticizing the Receiver's failure to have the ROEs issued on a timely basis and suggesting that he would bring the issue before this Court. The Receiver replied to Bose on October 3, 2016, detailing its efforts to have ADP issue the ROEs. The Receiver also agreed with Bose that it would report to the Court on these matters at its next attendance. However, on October 4, 2016, the Receiver received a telephone call from John Jalovec, the principal of CCFC, advising that he had not authorized Bose to send the email described above and apologizing for its content.

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V. TRANSACTION

Pursuant to the terms of the Appointment Order, the Receiver was empowered and authorized to, among other things, market any or all of the Company's assets, including advertising and soliciting offers in respect of the assets and negotiating such terms and conditions of sale as the Receiver, in its discretion, deemed appropriate.

On September 17, 2016, the Receiver placed an advertisement in the Toronto Star newspaper for expressions of interest in the assets of the Company located at the Premises. The Receiver had previously sent a request for expressions of interest via email to various liquidators and other parties who had previously expressed an interest in the assets prior to or immediately following the Receiver's appointment. Copies of the newspaper advertisement and request for expressions of interest are attached as Appendices "H" and "I", respectively, to this Third Report.

The Receiver engaged Century Services Corp. and Platinum Asset Appraisals to conduct and provide appraisals of the Company's fixed assets and inventory located at the Premises (the "Appraisals"). Copies of the Appraisals are attached at Confidential Appendix "1" to this Third Report. The Receiver is seeking a sealing Order with respect to the Appraisals until the Transaction is approved by the Court and closed.

The Receiver received five (5) expressions of interest in the Company's assets. After reviewing these expressions of interest, and in the interest of securing the maximum realization for the Company's stakeholders, the Receiver wrote to each of the three (3) top bidders and asked them to put forward their best bid.

The Receiver received the improved bids and, after reviewing the revised expressions of interest submitted, the Receiver determined that the outright purchase offer (the "Crescent Offer") from Crescent Commercial Corporation ("Crescent") would net the highest realization, was commercially reasonable and be the most appropriate transaction for the benefit of the Company's stakeholders. The Receiver is of the view, based on the its terms, that the Crescent Offer represents the highest net consideration offered and is in excess of the appraised value expressed by the Appraisals. A copy of the Crescent Offer is attached as Confidential Appendix "2" to this Third Report. The Receiver is also seeking a Sealing Order with respect to the Crescent Offer until the Transaction is approved by the Court and closed.

A copy of the Receiver's bid summary is attached as Confidential Appendix "3" to this Report (the "Bid Summary").

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The Receiver has entered into the Sale Agreement with the Purchaser. A redacted copy of the Sale Agreement, excluding the financial terms, is attached as Appendix "J" to this Third Report. A fully executed, unredacted, copy of the Sale Agreement is attached as Confidential Appendix "4" to this Third Report (collectively with Confidential Appendices 1, 2 and 3, the "Confidential Appendices"). The Receiver is also seeking a sealing Order with respect to the unredacted copy of the Sale Agreement until the Transaction is approved by the Court and closed.

The Receiver is seeking a sealing order in respect of the Confidential Appendices as they each contain commercially sensitive information, the release of which prior to the completion of the Transaction would be prejudicial to the stakeholders of the Company.

V. WAGE EARNER'S PROTECTION PROGRAM

The Receiver has mailed Wage Earner Protection Program notifications, including schedules of amounts payable, to all eligible former employees of the Company. The Receiver estimates that amounts owed to employees which would provide an employee with security for payment pursuant to sections 81.3 or 81.4 of the Bankruptcy and Insolvency Act total $7,555.28.

VI. RECEIPTS AND DISBURSEMENTS

As at October 26, 2016, the Receiver has realized total receipts of $106,727.30 and has made total disbursements of $56,631.38. The Receiver's Summary Statement of Receipts and Disbursements for the period from the Date of Appointment to October 26,2016 is attached to this report as Appendix "K".

VII. CONCLUSION

The Receiver respectfully requests that this Honourable Court make an Order:

• approving the activities of the Receiver since the date of the Second Report;

• sealing the Confidential Appendices pending the closing of the sale of the Purchased Assets; and

• approving the Transaction and permitting the sale of the Purchased Assets per the terms of the Sale Agreement in the form of Order attached at Tab "3" to the Receiver's Motion Record.

(6)


Dated at Toronto this 31st day of October, 2016

James Williams & Associates Inc., solely in its capacity as Receiver of Orion Hardware Corporation and not in its personal capacity

President

Mukul Manchanda

From: Ma. Christopher <cma®ferrariofontario.com>Sent: November-01-16 4:51 PMTo: Adam Moskowitz; Richard WilliamsCc: Webb, DavidSubject: Ferrari 430 update

Good afternoon Adam and Richard,

I hope all is well. My technician has performed an inspection on the vehicle and he has found numerous items which need your attention. I have provided a breakdown for pricing:

***SUSPENSION COMPOMENT ISSUE***

ALL FOUR LOWER CONROL ARM BALL JOINTS: THE LOWER BALL JOINTS IN THE FRONT AND REAR SUSPENSION ARMS HAVE EXCESSIVE AMOUNTS OF PLAY. REPLACEMENT OF ALL FOUR LOWER CONTROL ARM BALL JOINTS ARE REQUIRED TO CORRECT THIS ISSUE PARTS: $2500 LABOUR: $1590

BOTH FRONT UPPER CONTROL ARM BALL JOINTS: BOTH THE FRONT UPPER CONTROL ARM BALL JOINTS HAVE EXCESSIVE AMOUNTS OF PLAY. REPLACEMENT OF BOTH UPPER CONTROL ARM BALL JOINTS AND SHOCKS SIDES ARE REQUIRED TO CORRECT THIS ISSUE.PARTS: $1020 LABOUR: $477

ALL FOUR SUSPENSION TIE RODS: THE FRONT AND REAR TIE RODS HAVE EXCESSIVE AMOUNTS OF PLAY. REPLACEMENT OF BOTH ALL FOUR TIE RODS ARE REQUIRED TO CORRECT THIS ISSUE. FOLLOWING REPLACEMENT IS A FOUR WHEEL ALIGNMENT TO SET AND CORRECT TOE/CAMBER ANGLES.PARTS: $2850 LABOUR: $1590

TOTAL PARTS AND LABOUR: $10,027TAXES (13%): $1,303.51GRAND TOTAL FOR SUSPENSION COMPONENTS: $11,330.51r\j rsj rv rv rsj fv r\j rj rv rv fv r\j rv <v ry rs/rvAjrj oj rv rj rj rv rj rjivrj fv rv rv /v rv f\j rj rviV/NJ rj r\j f\j r\j r\j r\j rv nj rv

ENGINE SUPPORT STRUCTURE ISSUE

ENGINE MOUNTS: BOTH OF THE ENGINE MOUNTS HAVE COLLAPSED. REPLACEMENT IS REQUIRED TO PREVENT DRIVELINE VIBRATION AND ROUGH IDLE, REPLACEMENT OF BOTH MOUNTS ARE REQUIRED TO CORRECT THIS ISSUE.PARTS: $1050 LABOUR: $795

$1,845 $239.85

$2,084.85

TOTAL PARTS AND LABOUR:TAXES (13%):GRAND TOTAL FOR ENGINE SUPPORT COMPONENTS:

l

rvr'JfVOJfV/rviM/s/JVMrjfvrvrjfvrjiN/iViViVfJi^ rjrjf'jrjJvrj/vrjivr'jrvrvrvrjfvrjfVMrjfvjfVf'jfvrjiv/v

***EXHAUST ISSUE***

EXHAUST MANIFOLD: THE EXHAUST HEADER MANIFOLD HAS A CRACK AND EXHAUST FUMES ARE ESCAPING INTO THE ENGINE COMPARTMENT. THERE IS A NEW UPDATED KIT WHICH REPLACES THE MANIFOLD WITH AN UPDATED PART.PARTS: $5800 LABOUR: $1113

TOTAL PARTS AND LABOUR: $6,913TAXES (13%): $898.69GRAND TOTAL FOR EXHAUST COMPONENTS: $7,811.69

sj t\j /\j I"\J rsj t\J /\J (\#rvA^A^#VA^rvrvrj/v rv rv r\j rvj nj r\j fyj r\j

rvi'JivivcvA/ruiv/ViVi'Ji'^iv/vivrjivrjf'jrvfVfN/ iviS;(V(ViVi'Ji\/(ViN<'V(V>ViviViV''J'N/(Vrwir»ifVfVfN;rvfvrj

***WHEELS, BRAKES. AND TIRES***

FRONT RIMS BENT: BOTH FRONT RIMS ARE BENT AND SCUFFED ON THE INNER AND OUTTER EDGES. REPAIRS MAY BE POSSIBLE AT OUR RIM REPAIR CENTER, HOWEVER WE DO NOT KNOW COSTS AND POSSIBILITY OF REPAIRS UNTIL WE SEND THEM OUT. THE RIM CENTER CAPS ARE ALSO CRACKED.

BRAKE FLUID SERVICE: BRAKE PEDAL FEELS ABNORMALLY SOFT, A COMPLETE BLEED OF THE BRAKE FLUID SYSTEM IS REQUIRED TO FIX THIS ISSUE - THIS SERVICE IS INCLUDED IN THE MAJOR SERVICE, THUS I AM NOT PROVIDING A QUOTE.

BRAKE PAD SENSOR: TECHNICIAN NOTICED THE REAR BRAKES HAVE BRAND NEW AFTERMARKET BRAKE PADS. THESE AFTERMARKET PADS DO NOT HAVE AN OPENING TO ATTACH THE BRAKE PAD WEAR SENSOR. THERE IS NO MAJOR CONCERNS HERE, THUS I AM NOT PROVIDING A QUOTE.

FOUR NEW TIRES: THE FRONT TIRE LIFE IS CURRENTLY AT 60% BUT HAVE BEEN EXTREMLY HEAT CYCLED FROM THE TRACK. THE REAR TIRES REQUIRE REPLACEMENT AS THE LIFE LEFT IS MINMAL TO NONE. THE VEHICLE HAS DIFFERENT BRANDED TIRES FRONTTO BACK, WHICH IS A SAFETY CONCERN. THE QUOTE IS FOR FOUR NEW BRIDGESTONE POTENZA RE050A.PARTS: $1814.20 LABOUR: $477

TOTAL PARTS AND LABOUR: $2,291.2TAXES (13%): $297.86GRAND TOTAL FOR FOUR NEW TIRES INSTALLED: $2,589.06

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rsj r\j (V rvrvfvrv^v^vrvf\j(\//v/v<v ry rj rj rvrvA^^ rvj i\i f\j rvj rv rv rv rv rj rv fvrv/v/vfvfv rv rj rj r^rnjr^/ i\j rj rj /\j rv/VAj/v rv rv r\jr\/r>j rv

VEHICLE MAINTAINENCE

MAJOR SERVICE: REPLACEMENT OF ALL MAJOR FLUIDS AND FILTERS ARE OVERDUE AT THIS POINT GIVEN THE CURRENT FLUIDS AND FILTER CONDITIONS. NOTE: THIS QUOTE INCLUDES BRAKE FLUID SERVICE.

2

TOTAL PARTS AND LABOUR:TAXES (13%):GRAND TOTAL FOR VEHICLE MAINTAINENCE:

$2,350$305.50

$2,655.50

r\j r\j rvj iv rv^v/v/v^ rv rv^VAjrj rj r>j aj rvrvAjrj rv r>^

Mrvfvfvojfviivr^rj rv»vfvrvivrjfvfvfv(v(viv(\;<vr>;f\;ry fv'vrv^vfvfvfvf'jrvf'jrj f\(f\/rj/\jf'jf'jf\;rjMMf'jiMrjfVf'jf\irvrvfvrvA;(V(V<N;<,uiViViViViViV»VfVfvrjf'jrvivruf\/rjrjrjM/vrv

INTERIOR TRIM ISSUE

DRIVER AND PASSANGER DOOR STOPS/TIE RODS BROKEN: TECHNICIAN NOTICED THESE PARTS TO BE BROKEN ON BOTH SIDES, REQUIRES REPLACEMENT.PARTS: $320 LABOUR: $477

TOTAL PARTS AND LABOUR: $797TAXES (13%): $103.61GRAND TOTAL FOR INTERIOR TRIMS: $900.61

fVrV'V rv/vrv^v/vrv^/rvrv rv/v^vr^/V(\//u<V(vrjA;/'j^ fvrv^v rv rv rv rj/v/v/vcvj (N/^/i’v^v/v^v^vrv rv rv/vrvrv rv

r\/Aiiv('>;rvivrv/>virv/fv/>v(Vf'jrviv'vA>^/A;>vrvfvcvrv>vr\;iviN/^(V<<yA>^(vryrt;iv^i>v'v>vfN/'Vfvrt/>vi<\;fviN;iVA;^fr\;^f\;>v/^rv/v>vfV(vrjrvrvfv>vfv>vfV(Vfv/v/vfv<v(V(vivr\iA;A/A;

MISSING PARTS

REAR UNDERTRAY BODY PANEL: TECHNICIAN UNABLE TO FIND REAR UNDERTRAY BODY PANEL, REQUIRES TO BE ON THE VEHICLE TO PREVENT ANY DEBRIS FROM DAMAGING THE VEHICLE. NOTE THERE IS NO EXTRA LABOUR REQUIRED FOR THIS.

TOTAL PARTS: $2769.53TAXES (1396): $360.04GRANT TOTAL FOR MISSING PARTS: $3,129.57

fvrvrvrvrj iv/v'v/v fvrvrjiviVivrvrM rvfvrv/V<v/\^fy/'jiv»vrjr>;rv;rjrvf\/rvfV(vrjfVfvrjf\;f\;f\/iN/»\/rj/vfN//'jfVMf\j/\/ivrjrv (Vrvf'/A/r,uivi'jiV(ViN>ivi\i<,Ji,vfvrv(Vfvrv»v/v/vfV rjrjrv'V rvrj/vfVM/vrj

These are the major items of concern that my technician currently sees. The items marked with an astrix are a safety concern that needs to be addressed if you would like the vehicle to pass safety. If you have any questions, please feel free to ask me.

Regards,

Christopher MaService Consultant

Ferrari of Ontario Phone: (416) 749-5325 ext 7205

[email protected] 200 Auto Park Circle Vaughan, Ontario Canada, L4L 8R1

www.ferrariofontario.com

3

mailto:[email protected]

http://www.ferrariofontario.com

From: Adam Moskowitz [mailto:[email protected]]Sent: Tuesday, November 01, 2016 3:56 PM To: Webb, DavidCc: Ma, Christopher; Richard Williams Subject: RE: Ferrari 430 update

Hi David,

Thank you for the update. Chris, Please let me know what is required.

Regards,

Adam

Adam Moskowitz - President

Platinum Asset Services Inc.80 Midwest Road, Unit 1 Scarborough, Ontario M1P4R2

Tel: (416) 366-2326 x 100 Fax: (416) 366-2325

E-mail: [email protected] Web: www.olatinumassets.com

From: Webb, David fmailto:[email protected] Sent: November 1, 2016 3:53 PMTo: Adam Moskowitz <[email protected]>Cc: Ma, Christopher <[email protected]>Subject: Ferrari 430 update

Hi Adam ,I wanted to let you know that we have fitted the gearbox actuator and other items and were able to get the car

running and perform a roadtest. The good news is that the actuator is working fine so all is good in that regards. Clutch wear is around 50%. We also checked over the vehicle and have a report for you but be advised that the vehicle will not pass a safety inspection as it stands right now. I have copied my Colleague Chris in this email and he is working on an

4



http://www.olatinumassets.com




estimate for you and will send it to you shortly. If you have any questions in the interim please don't hesitate to call or email.

Kind regards

David WebbService ManagerFerrari of Ontario B 905-265-7139 F 416-749-9780

5

Mukul Manchanda

From:Sent:To:Subject:

Bryan Dixon <[email protected]> November-02-16 2:11 PM Richard Williams RE: Orion

Do you know how many kilometers are on it?

From: Richard Williams rmailto:[email protected] Sent: Wednesday, November 02, 2016 2:00 PM To: Bryan Dixon Subject: RE: Orion

I will speak to our insurer and get you a certificate.

We have now received an assessment from Ferrari of Ontario with respect to the work that needs to be done on the vehicle. Attached is a copy of same.

Based on the assessment from Ferrari and the Receiver's understanding of the value in its current state, it is unlikely that there is any value in the vehicle to stakeholders other than you. At this stage, the Receiver can either auction the vehicle on an ‘as is' basis and provide you with proceeds less realization costs or release the vehicle to you upon payment of its costs to obtain possession of same and effect the repairs necessary to complete a road test. Details of these costs are set out below.

Please confirm how you wish to proceed.

Regards,

Richard Williams, CFE, CIRP, LIT

James Williams & Associates Inc. 110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone: (416) 925-4550 Fax: (416) 925-4042

Licensed Insolvency Trustees

From: Bryan Dixon rmailto:BDixon(a)autoonearoup.ca1Sent: November-02-16 9:46 AMTo: Richard Williams ([email protected])Subject: Orion

Richard,

Time for me to ask for a weekly update. The vehicle currently has no insurance on it, so I will need you to provide me with some kind of coverage for it. I need to know when we can expect to be paid out as the lease is now 3 months in

Bryan

arrears.

Regards,

l




Bryan Dixon Credit ManagerAUTO|ONE Group150 Oakdale Road, Toronto, Ontario, M3N 1V9P 905-305-4797 |F 416-479-9689 | C 705-796-1889 | [email protected]

2


Employment and Social Development Canada

Emploi et

Developpement social Canada

P.O. Box 2517/C.P. B01TE 2517 LONDON ON N6A 4G9

oai44bJAMES WILLIAMS & ASSOCIATES INC. 110 YONGE STREET SUITE 1900 TORONTO,ON M5C 1T4

Pagelof 1

Employment and Social Development Canada

Emploi etDeveloppement social Canada

Please retain this portion Veulllez s.v.p. conserver cette partie

Financial Services / Services financiers Recovery Olficer / Agenl de recoirvremenl: 06474

( ) - 1858)441 -6982

PAYMENT OFFICE / BUREAU DE PAIEMENT ESDC REMITTANCES / ENVOIS DE FONDS / PO BOX 7777 MATANE OC 04W4S4

STATEMENT OF ACCOUNT(S) / RELEVE DE COMPTE(S)Name Client ID Statement Date Due Date Minimum PaymantNom Id. du client Date du reievg Date d'SchSance Palement minimum

JAMES WILLIAMS & ASSOCIATES INC. 31-458192YY JAN 07 2017 JAN 28 2017 1,267.00

Summary of Accounts / Sommalrs das comptea:

Previous Balance Establishments PaymentsSoldo priMdent Etablfssements Palementa

WAGE EARNER PROTECTION PROGRAM SPRI

7,429.76 0.00 0.00

WAGE EARNER PROTECTION PROGRAM UNSC

33,043.20 0.00 0.00

Adjustments Interest New BalanceAbatements IntdrSt Nouveau solde

406.24 0.00 7,836.00

1,350.20 0.00 34,393.40

Previous Balance Establishments Payments Adjustments Interest Total BalanceSolde precedent Etablissements Payments Ajustements Interdt Solde Total

40,472.96 0.00 0.00 1,756.44 0.00 42,229.40

PLEASE SEE REVERSE FOR FURTHER DETAILS / S.V.P. VOIR AU VERSO POUR DE PLUS AMPLES RENSEIGNEMENTS

i*iEmployment and Social Development Canada

Emploi etDeveloppement social Canada 31-4Sfllci2YYDQ4EE5cl40QDD12b7DD

029446

Client ID Total Balance statement Date Due Date Minimum PaymentId. du client Solde total Date du relevd Datedttchdance Palement minimum

31-458192YY 42,229.40 JAN 07 2017 JAN 28 2017 1,267.00

JAMES WILLIAMS & ASSOCIATES INC. 110 YONGE STREET SUITE 1900TORONTO,ON M5C 1T4

Select only one program to direct your payment Cholslssez aeulement un programme afln d'orlenter votre palemenl

□ SPRI

□ UNSC

i: Esqqi."'qoo

SCHEDULE “A1

RECEIVER CERTIFICATE

CERTIFICATE NO: 001

AMOUNT: $50,000.00

1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the

“Receiver") of the assets, undertakings and properties Orion Hardware Corporation (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 the

Ontario Superior court of Justice dated the 29th day of August, 2016 (the "Order”) made

in an action having court file number CV-16-11493-00CL, has received as such receiver

from the holder of this certificate (the "Lender”) the principal sum of $50,000.00, being

part of the total principal sum of $100,000.00 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 after the date hereof at a notional rate

per annum equal to the rate of 2.5 per cent above the prime commercial lending rate of

the Royal Bank of Canada 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 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 27th day of September 2016.

James Williams & Associates Inc.,

solely in its capacity as Receiver of the

Property, and not in its personal capacity.

Title: President

Orion Hardware Corporation Statement of Receipts and Disbursements

For the Period August 29, 2016 through January 31, 2017Estate 31-458192

ReceiptsAccounts Receivable $ 75,337.74Advance from Secured Creditor 50,000.00Cash on Hand 2,859.13HST collected 1,190.13Sale of Assets 405,977.00

$ 535,364.00

DisbursementsAdvertising $ 1,515.95Appraisal Fees 11,650.00Bank Charges 15.00Cheque Stock 83.83Concrete Repairs 600.00Corporate Searches 153.70Courier 33.09Filing Fees to Official Receiver 70.00HST Paid 40,814.10Insurance 6,037.00Legal Fees 46,672.76Locksmith 313.00Mileage and Travel Costs 1,479.97Payroll Services 512.30Postage 183.50Receiver's Fees 133,799.02Redirection of Mail 249.95Repairs to Vehicle 7,954.88Repairs to Vehicle - Recovered - 7,954.88Rent 101,844.58RST Paid 418.00Security 1,400.00Temporary Labour 2,396.50Utilities 6,611.32

$ 356,853.57

$ 178,510.43Cash on Deposit

Court File No. 31-OR-208190-T


IN BANKRUPTCY AND INSOLVENCY

MASTER ) TUESDAY, THE 20th DAY)) OF DECEMBER, 2016

IN THE MATTER OF THE BANKRUPTCY OF ORION HARDWARE CORPORATION OF THE CITY OF VAUGHAN, IN THE REGIONAL MUNICIPALITY OF YORK,

IN THE PROVINCE OF ONTARIO

ORDER

UPON the Application of Royal Bank of Canada ("RBC”), a creditor of Orion

Hardware Corporation (the "Debtor), in the Province of Ontario, filed the 2nd day of

November, 2016.

AND upon hearing counsel for the Applicant, no one appearing for the Debtor

although duly served as appears from the affidavit of service of Robert Street sworn

November 8, 2016, filed, and upon reading the consent of the Trustee and the consent of

the Receiver.

AND it appearing to the Court that the following act of bankruptcy has been

committed by the Debtor:

(a) it has ceased meeting its liabilities generally as they become due.

1. IT IS ORDERED that Orion Hardware Corporation, of the City of Vaughan,

in the Regional Municipality of York, in the Province of Ontario, be and is hereby

-2 -

adjudged bankrupt and a Bankruptcy Order is hereby made against Orion Hardware

Corporation.

2. IT IS FURTHER ORDERED that James Williams & Associates Inc.,

Trustee, of the City of Toronto (the ‘Trustee’’), in the Province of Ontario, is hereby

appointed as trustee of the Estate of the Bankrupt.

3. IT IS FURTHER ORDERED that the Trustee shall forthwith give security

in cash or by bond in accordance with subsection 16(1) of the Bankruptcy and

Insolvency Act.

4. IT IS FURTHER ORDERED that the cost of and incidentals to the

Bankruptcy Application and Bankruptcy Order be paid to the Applicant out of the assets

of the estate forthwith following taxation thereof.

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Industry Canada Industrie CanadaOffice of the Superintendent Bureau du surintendant of Bankruptcy Canada des faillites CanadaDistrict of ONTARIO Division No. 09 - TorontoCourt No. 31-2201763 Estate No. 31-2201763 In the Matter of the Bankruptcy of:

Orion Hardware Corporation Debtor

JAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee

ORDINARY ADMINISTRATIONSecurity: $*,***

Date of Bankruptcy: December 20, 2016, 14Meeting of Creditors: January 10, 2017, 10:00

1900 - 110 Yonge Street Toronto, ONTARIO

Chair: Trustee Designated Person: Michael Mammoliti

CERTIFICATE OF FILING OF A BANKRUPTCY ORDER - Section 43I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify, that:

- the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor;

- provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included.

The designated person is required:_ to perform all duties imposed upon a bankrupt by the Bankruptcy and

Insolvency Act and in particular, attend the first meeting of creditors and upon request appear before the Official Receiver for examination.

The said trustee is required:- to serve upon the designated person, a copy of the bankruptcy order

bearing the Official Receiver's endorsement and where applicable a notice of examination;

- to provide to me, without delay, security in the aforementioned amount;- to send to all creditors, within five days after the date of the

trustee's appointment, a notice of the bankruptcy; and- when applicable to call in the prescribed manner, a first meeting of

creditors, to be held at the aforementioned time and place or at any other time and place that may be later requested by the Official Receiver.

25 St. Clair Avenue East, 6th floor, Toronto, ONTARIO, M4T 1M2, 877/376-9902

Date: January 4, 2017

E-File / Depot electronique Official Receiver

Canada

Office of the Superintendent of Bankruptcy CanadaDistrict of ONTARIO Division No. 09 - Tor Court No. 31-2201763 Estate No. 31-2201763

Industry CanadaBureau du surintendant des faillites Canada

Industrie Canada

Toronto

In the Matter of the Bankruptcy of: Orion Hardware Corporation

DebtorJAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee





CERTIFICATE OF FILING OF A BANKRUPTCY ORDER - Section 43I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify, that:

- the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor;

- provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included.









Date: December 22, 2016

E-File / Depot electronique Official Receiver

Canada

1*1Office of the Superintendent of Bankruptcy CanadaDistrict of ONTARIO Division No. 09 - Toronto Court No. 31-2201763 Estate No. 31-2201763

Industry Canada Industrie CanadaBureau du surintendant des faillites Canada

In the Matter of the Bankruptcy of: Orion Hardware Corporation

DebtorJAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee





CERTIFICATE OF FILING OF A BANKRUPTCY ORDER - Section 43I, the undersigned, Official Receiver in and for this bankruptcy district, dohereby certify, that:

- the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor,

- provisions for the avoidance of certain settlements and preferences whereapplicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included.








Date: December 21, 2016E-File / Depot electronique Official Receiver


Canada



COMMERCIAL LIST

BETWEEN

ROYAL BANK OF CANADAApplicant

- AND-


Respondents

AFFIDAVIT OF MUKUL MANCHANDA(Sworn March 2,2017)

I, Mukul Manchanda, of the city of Brampton, in the Province of Ontario, MAKE

OATH AND SAY AS FOLLOWS:

1. I am a Licensed Insolvency Trustee with James Williams & Associates Inc., the

Court Appointed Receiver (the “Receiver”) of Orion Hardware Corporation (“Orion” or

the “Debtor”), and as such have knowledge of the matters deposed to herein, except

where such knowledge is stated to be based on information and belief, in which case I

state the source of the information and verily believe such information to be true.

2. The Receiver was appointed, without security, of certain of the assets,

undertakings and properties of the Debtor by Order of the Court dated August 29, 2016.

3. The Receiver has prepared a Statement of Account in connection with its

appointment as Receiver detailing its services rendered and disbursements incurred for

the period from August 19, 2016 through to the date of January 31, 2017. Attached hereto

and marked as Exhibit “A” to this my Affidavit is a copy of the Statement of Account.

The average hourly rate in respect of the account is $291.31. The statement of experience

is included in the Exhibit.

4. The fees and disbursements of the Receiver, other than those of its counsel, and

including HST, are $162,851.43.

5. This Affidavit is made in support of a motion to, inter alia, approve the receipts

and disbursements of the Receiver and its accounts.

SWORN before me at the City of Toronto, in the Province of Ontario This 2nd day of March, 2017. )

| James Stewart Williams, a Commissioner, etc.,

Province of Ontario, for James Williams

| & Associates Inc., Trustee in BanKruptcy.

Expires

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF MUKUL MANCHANDA

Sworn before me

„ _na day of March, 2017I James Stewart Williams,aCommissioner,etc.,

Province of Ontario, for James Williams

& Associates Inc., Trustee in Bankruptcy.

I6,2Q.19.

ommissioner for taking Affidavits, etc

EXHIBIT 'A'

JAMES WILLIAMS & ASSOCIATES INC.

STATEMENT OF ACCOUNT FOR THE PERIOD AUGUST 19, 2016 THROUGH TO JANUARY 31, 2017

COURT APPOINTED RECEIVER OF ORION HARDWARE CORPORATION

Staff Member TitleYears of Service Total Hours

Hourly Rate ($CDN)

Amount Billed ($CDN)

James Williams, Trustee President 36 46.1 410.00 18,901.00Richard Williams, Trustee Sr. Manager 5 166.9 290.00 48,401.00Mukul Manchanda, Trustee Sr. Manager 7 240.3 290.00 69,687.00Andrew Williams Sr. Associate 10 29.7 125.00 3,712.50

Total August 19, 2016 through to January 31, 2017 483.0

Average hourly rate of $291.31 140,701.50

Courier Charges 33.81Miscellaneous Expenses 483.0 7.00 3,381.00

Disbursements (as at January 31,2017) 3,414.81

Net Fees and Disbursements 144,116.31

HST 18,735.12

Total 162,851.43

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COMMERCIAL LIST

BETWEEN:


Plaintiff

and


Defendants

AFFIDAVIT OF KYLE PLUNKETT(sworn March 3, 2017)

I, Kyle Plunkett, of the City of Toronto, in the Province of Ontario, MAKE OATH AND SAY

AS FOLLOWS:

1. I am a lawyer at Aird & Berlis LLP and, as such, I have knowledge of the matters to

which I hereinafter depose. Aird & Berlis LLP has acted as counsel for James Williams

& Associates Inc. (“JWA”), in its capacity as the Court-appointed receiver (in such

capacity, the “Receiver”), without security, of all of the assets, undertaking and property

of Orion Hardware Corporation (the “Debtor”), and continues to do so.

2. Aird & Berlis LLP has prepared Statements of Account in connection with its fees and

disbursements as follows:

(a) An account dated October 24, 2016, for the period from August 29, 2016 to

September 30, 2016 in the amount of $17,402.03, inclusive of HST and

disbursements;

(b) An account dated November 21, 2016, for the period from September 8, 2016 to

October 31, 2016, in the amount of $20,291.98, inclusive of HST and

disbursements;

(c) An account dated December 21, 2016, for the period from November 1, 2016 to

November 30, 2016, in the amount of $14,995.65, inclusive of HST and

disbursements; and

(d) An account dated February 21, 2017, for the period January 3, 2017 to January

17, 2017, in the amount of $2,496.45, inclusive of HST and disbursements;

3. Attached hereto and marked as Exhibit “A” to this my affidavit are copies of the

Statements of Account, along with a breakdown of timekeepers which have worked on

this file. The average hourly rate is $445.95.

4. This Affidavit is made in support of a motion to, inter alia, approve the attached accounts

of Aird & Berlis LLP and the fees and disbursements detailed therein, and for no

improper purpose.

SWORN before me at the City of ) Toronto, in the Province of Ontario ) this5 r day of March, 2017 )

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF KYLE PLUNKETT

Sworn before me

This ?^ay of March, 2017

Commissioner for taking Affidavits, etc



COMMERCIAL LIST

BETWEEN:


Plaintiff

and


Defendants

SUMMARY OF TIME INCURRED

LAWYER CALL TO BAR HOURS RATE VALUE

S.P. Mitra 1996 36.20 576.77 20,879.00M.J. van Zandvoort 2010 24.50 395.00 9,677.50K. Plunkett 2011 37.00 395.00 14,615.00

STUDENTA. Andrei 1.20 250.00 300.00N. Hung 1.10 245.03 269.50

CLERKS.R. Morris 2.60 340.00 884.00P. Williams 1.80 170.00 306.00D. Hewer 1.40 190.00 266.00

28620957.1

IN ACCOUNT WITH: Aird & Berlis LLP

Barristers and SolicitorsBrookfield Place, 181 Bay Street

Suite 1800, Box 754, Toronto, ON M5J2T9 Canada T 416.863.1500 F 416.863.1515

www.airdberlis.com

James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5C 1T4

Attention: Mr. James W. Williams Account No.: 546925

PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES

File No.: 37350/134303

October 24, 2016 ___________

Re: Orion Hardware Corporation

FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended September 30, 2016

$14,301.50 $1,859.20

DISBURSEMENTS

OUR FEEHST at 13%

COST INCURRED ON YOUR BEHALF AS AN AGENT

Filing FeeSearch Under P.P.S.A. Notice of Motion/Application

Total Agency Costs

$127.00$8.00

$127.00

$262.00

Subject to HST

Teraview Search $35.65Corporate Search $72.00Binding and Tabs $62.25Photocopies/Scanning $340.00Service Provider Fee $4.50Litigation Support Vendors $269.50Overtime Charge $59.76Name Search $23.00

Total Disbursements HST at 13%

$866.66$112.67

http://www.airdberlis.com

Aird & Berlis LLPPage 2 of Account No. 546925

AMOUNT NOW DUE $17,402.03

THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP

Sanjeev P. Mitra

E.&O.E.

PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT

IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.

GST / HST Registration #12184 6539 RT0001

NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.

27441955.2

REMIT TO:Aird & Berlis LLP Brookfield Place, Suite 1800 Box 754, 181 Bay Street Toronto, Ontario M5J 2T9 T 416 863 1500 F 416 863 1515

James Williams & Associates Inc. File No.: 37350-134303 Account No.: 546925 Date: October 24, 2016

REMITTANCE SLIP

Total FeesTotal Non-Taxable Disbursements Total Taxable Disbursements Total HST

$14,301.50$262.00$866.66

$1,971.87

AMOUNT TO BE PAID $17,402.03

PLEASE REMIT WITH PAYMENT IN CANADIAN FUNDS

This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King StreetWest, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include theaccount number as reference.




www.airdberlis.com




File No.: 37350/134303

November 21, 2016


FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended October 31, 2016:

OUR FEEHST at 13%

$17,932.00$2,331.16

DISBURSEMENTS Subject to HST

Photocopies $3.50Deliveries $4.00Corporate Search $18.00

Total Disbursements $25.50HST at 13% $3.32



Sanjeev P. Mitra /phE.&O.E.

PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPTIN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.

GST / HST Registration #12184 6539 RT0001NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.

27704741.2



James Williams & Associates Inc. File No.: 37350-134303 Account No,: 548810 Date: November 21, 2016

REMITTANCE SLIP

Total FeesTotal Taxable Disbursements Total HST

$17,932.00$25.50

$2,334.48







www.airdberlis.com



December 21, 2016


File No.: 37350/134303


FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended November 30, 2016:

$12,789.00 $1,662.57

DISBURSEMENTSCOST INCURRED ON YOUR BEHALF AS AN AGENT

OUR FEEHST at 13%

Notice of Motion/Application $127.00


Photocopies/Scanning $325.25Binding and Tabs $35.00Taxi $8.85

Total Disbursements HST at 13%

$369.10$47.98



Sanjeev P. Mitra E.&O.E.

PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPTIN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.

GST / HST Registration # 12184 6539 RT0001NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.

27939214.2



James Williams & Associates Inc. File No.: 37350-134303 Account No.: 551999 Date: December 21, 2016

REMITTANCE SLIP

Total FeesTotal Non-Taxable Disbursements Total Taxable Disbursements Total HST

$12,789.00$127.00$369.10

$1,710.55




IN ACCOUNT WITH: Aird & Berlis llp



www.airdberlis.com




File No.: 37350/134303

February 21,2017_______________________________________________________________________


FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period endedJanuary 31, 2017

OUR FEE $2,204.00HST at 13% $286.52


Photocopies/Scanning $5.25

HST at 13% $0.68



Sanjeev P. Mitra E.&O.E.

PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT

IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.

' GST / HST Registration # 12184 6539 RT0001

NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOIVICATTTOR. Please include the account number as reference.

28498777.2



James Williams & Associates Inc. File No.: 37350-134303 Account No.: 556435 Date: February 21, 2017

REMITTANCE SLIP

Total FeesTotal Taxable Disbursements Total HST

$2,204.00$5.25

$287.20




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COMMERCIAL LIST

THE HONOURABLE_________ ) TUESDAY, THE 14th DAY

)JUSTICE_____________________ ) OF MARCH, 2017

BETWEEN:


- and -

Applicant


Respondents

ORDER(re: Ancillary Matters)

THIS MOTION, made by James Williams & Associates Inc., in its capacity as the

Court-appointed receiver (in such capacity, the “Receiver”), without security, of all of the assets,

undertaking and property of Orion Hardware Corporation (the “Debtor”), for an order, among

other things: (i) approving the Fourth Report of the Receiver dated March 3, 2017 (the “Fourth

Report”) and the conduct and actions of the Receiver set out therein; (ii) authorizing and

directing the Receiver to distribute, without further Order of this Court, certain funds on account

of the Debtor’s secured indebtedness for principal, interest and costs; (iii) approving the fees and

2

disbursements of the Receiver and its counsel, Aird & Berlis LLP; (iv) authorizing and directing

the Receiver to make a distribution to Service Canada in respect of Service Canada’s claim under

section 81.4 of Bankruptcy and Insolvency Act (Canada) (“BIA”); (v) authorizing and directing

the Receiver to make a distribution to Receiver General in respect of Canada Revenue Agency’s

deemed trust claim for unpaid source deductions owed by the Debtor; (vi) authorizing and

directing the Receiver to make a distribution to Royal Bank of Canada (“RBC”) on account of

amounts owing to RBC under the Receiver’s Borrowings Charge (as described in the Fourth

Report); and (vii) approving the Receiver’s Interim Statement of Receipts and Disbursements as

at January 31, 2017 (as appended to the Fourth Report), was heard this day at 330 University


ON READING the Fourth Report and the appendices thereto, the affidavit of Mukul

Manchanda sworn March 2, 2017 (the “Receiver’s Fee Affidavit”) and the affidavit of Kyle B.

Plunkett sworn March 3, 2017 (the “A&B Fee Affidavit”), and on hearing the submissions of

counsel for the Receiver and such other counsel as were present, no one appearing for any other

person named on the service list, although properly served as appears from the affidavit of Paula

Hoosain sworn March 3, 2015, filed,

1. THIS COURT ORDERS that the time for service and filing of the notice of motion and

the motion record of the Receiver is hereby abridged and validated so that this motion is properly

returnable today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS that the Fourth Report be and is hereby approved and the

conduct and activities of the Receiver described therein be and are hereby approved.

3

3. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to

make a distribution to RBC in the amount of $50,000.00 on account of monies borrowed by the

Receiver from RBC pursuant to the Receiver’s Certificate dated September 27, 2016 and secured

by the Receiver’s Borrowings Charge.


make distributions to RBC, without further Order of this Court, on account of the Debtor’s

secured indebtedness owing to RBC for principal, interest and costs up to the amount of the

Debtor’s secured indebtedness owing to RBC.


make a distribution to the Receiver General in the amount of $7,836.00 in respect of the Receiver

General’s priority claim under Section 81.4 of the BIA on account of amounts owed by the

Debtor for certain unpaid wages, salaries, commissions or compensation.


make a distribution to the Receiver General in respect of Canada Revenue Agency’s deemed

trust claim for unpaid source deduction owed by the Debtor to Canada Revenue Agency, which

claim is not to exceed $33,337.14.

7. THIS COURT ORDERS that the Receiver’s Interim Statement of Receipts and

Disbursements for the period of August 29, 2016 to January 31, 2017, as appended to the Fourth

Report, be and is hereby approved.

8. THIS COURT ORDERS that the fees and disbursements of the Receiver, as described

in the Fourth Report and as set out in the Receiver’s Fee Affidavit, be and are hereby approved.

4

9. THIS COURT ORDERS that the fees and disbursements of the Receiver’s legal

counsel, Aird & Berlis LLP, as described in the Fourth Report and as set out in the A&B Fee

Affidavit, be and are hereby approved.

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SERVICE LIST (As of March-3-17)

TO:

AND TO:

JAMES WILLIAMS & ASSOCIATES INC.110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4

Richard Williamsrichard@i williams assoc. com

Mukul [email protected]

Tel: 416-925-4550Fax: 416-925-4042

The Receiver of Orion Hardware Corporation

AIRD & BERLIS LLPBrookfield Place, 181 Bay Street Suite 1800, Box 754 Toronto, ON M5J 2T9

Sanj Mitra (LSUC# 37934U) [email protected]

Kyle B. Plunkett (LSUC# 61044N) kplunkett@airdberlis. com

Tel: 416-865-1500Fax: 416-863-1515

Lawyers for the Moving Party, the Receiver



AND TO:

AND TO:

AND TO:

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

Rachel [email protected]

Ken [email protected]

Mark A. [email protected]

Tel: 416-369-4326Fax: 416-864-9223

Lawyers for the Moving Party/Plaintiff, Royal Bank of Canada

CANADA REVENUE AGENCY c/o Department of Justice Ontario Regional Office The Exchange Tower, Box 36 130 King Street West, Suite 3400 Toronto ON M5X 1K6

Diane WintersTel: 416-973-3172 Fax: 416-973-0810 Email: diane.winters@,iustice.gc.ca

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCELegal Services Branch 777 Bay Street, 11th Floor Toronto, ON M5G 2C8

Kevin J. O’HaraTel: 416-327-8463Fax: 416-325-1460Email: kevin.ohara@,ontario.ca




AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

MICHAEL MAMMOLITI59 Kimber Crescent Woodbridge, ON L4L 9A6

Email: [email protected]

BOGHOSIAN + ALLEN LLP65 Queen Street West,Suite 1000Toronto, ON M5H2M5

Rolf M. PiehlerTel: 416-367-5558 ext. 216 Email: [email protected]

Lawyers for Michael Mammoliti and Mondial Building Systems Inc.

CRESCENT COMMERCIAL CORPORATION5430 Royalmount Avenue Mont-Royal, QC H4P 1H7

Jasen KisberEmail: [email protected]

TCL ASSET GROUP INC.56 Pennsylvania Avenue, Unit 13 Vaughan, ON L4K 3V9

Terrance JacobsEmail: [email protected]

PALLETT VALO LLPWest Tower, Ste. 300 77 City Centre Dr.Mississauga, Ontario L5B 1M5

Paul Guaragnapguaragna@pallettvalo. com

Tel: 905-273-3022 Ext: 281Fax: 905-273-6920

Lawyers for Vision Hollow Metal Limited





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