motion record (returnable january 25, 2017)attention: sanj mitra tel: (416) 865-3085 fax: (416)...

Court File No. CV-16-11284-00CL

BETWEEN:

Date: January 12, 2017

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

ROYAL BANK OF CANADA

Applicant

- and -

MAICVISION INC.

Respondent

MOTION RECORD(returnable January 25, 2017)

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

Sanjeev P.R. Mitra (LSUC # 37934U)Tel: (416) 865-3085 Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSUC # 66410Q)Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]

Lawyers for James Williams & Associates Inc., in its capacity as the Court-appointed receiver of Ma/cvision Inc.

mailto:[email protected]


SERVICE LIST (Current as of January 9, 2017)

TO:

AND TO:

AND TO:

AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay St, Suite 1800 Toronto, ON M5H 2T9

Attention: Sanj MitraTel: (416) 865-3085Fax: (416) 863-1515Email: [email protected]

Attention : Jeremy NemersTel: (416) 865-7724Fax: (416) 863-1515 Email: [email protected]

Lawyers for the Court-Appointed Receiver

JAMES WILLIAMS & ASSOCIATES110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4

Attention: Mukul ManchandaTel: (416) 925-4550 (ext. 27)Fax: (416) 925-4042Email: [email protected]

Court-Appointed Receiver

DEVRY SMITH FRANK LLPLawyers & Mediators 95 Barber Greene Rd., Suite 100 Toronto, ON M3C 3E9

Attention: James SatinTel: (416) 446-5820Fax: (416)449-7071Email: [email protected]

Lawyers for the Applicant





AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

PETER CUSIMANO Barrister & Solicitor 116-185 Bridgeland Ave.Toronto, ON M6A 1Y7

Tel: (416) 222.0588Fax: (416) 849-0264Email: [email protected]

Lawyer for James Mark

FOGLER, RUBINOFF LLPLawyers77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, ON M5K 1G8

Attention: Scott VentonTel: (416) 941-8870Fax: (416) 941-8852Email: [email protected]

Lawyers for Business Development Bank of Canada

MACDONALD SAGER MANIS LLP150 York Street, Suite 800 Toronto, Ontario, M5H-3S5

Attention: Howard ManisTel: (416) 364-1553Fax (416)364-1453 Email: [email protected]

Lawyers for Jackson Fung

MAKVISION INC.2283 Argentia Road, Unit 7 Mississauga, ON L5N 5Z2

MAKVISION INC.5265 Forest Ridge Drive Mississauga, ON L5M 5B5

27905371.2






(COMMERCIAL LIST)


Applicant

- and -

MAKVISION INC.

Respondent

INDEX

TABNotice of Motion, returnable January 25, 2017 1

Draft Discharge Order 2

Draft Discharge Order blacklined to Model Discharge Order 3

First and Final Report of the Receiver dated January 11, 2017 4

Appendix “A” - Appointment Order dated March 1, 2016 A

Appendix “B” - Receiver Certificates re borrowed monies B

Appendix “C” - Receiver’s Summary Statement of Receipts and Disbursements for the Cperiod March 1, 2016 through December 30, 2016

Appendix “D” - Bankruptcy Order and Certificate of Filing, dated August 16, 2016 D

Appendix “E” - Affidavit of Mukul Manchanda sworn January 11,2017 E

Appendix “F” - Affidavit of Sanj Mitra sworn January 10, 2017 F

BETWEEN:



(COMMERCIAL LIST)

BETWEEN:


Applicant

- and -

MAKVISION INC.

Respondent

NOTICE OF MOTION(returnable January 25, 2017)

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

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

properties (the “Property”) of Makvision Inc. (the “Debtor”), will make a motion to a judge

presiding over the Commercial List on Wednesday, January 25, 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 an Order, including, amongst other things:

(a) if necessary, abridging the time for service and filing of this notice of motion and

the motion record or, in the alternative, dispensing with same;

2(b) approving the First and Final Report of the Receiver dated January 11, 2017 (the

“Report”) and approving the actions of the Receiver described therein;

(c) approving the fees and disbursements of the Receiver and its counsel, including

an accrual for fees and disbursements to be incurred to the completion of these

proceedings; and

(d) effective upon the filing of a certificate by the Receiver certifying that all

outstanding matters to be attended to in connection with the receivership of the

Debtor have been completed to the satisfaction of the Receiver, discharging JWA

as Receiver and releasing JWA from any and all liability that JWA has or may

hereafter have by reason of, or in any way arising out of, the acts or omissions of

JWA while acting in its capacity as Receiver;

(e) such further and other relief as counsel may advise and this Court may permit.

THE GROUNDS FOR THE MOTION ARE:

(a) pursuant to an Order made March 1, 2016 (the “Receivership Order”), JWA was

appointed as the Receiver of the Debtor;

(b) the Receiver has filed with the Court its Report outlining, amongst other things,

the actions of the Receiver since the commencement of these proceedings;

(c) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses

in their capacity as Receiver and counsel thereto, respectively, which fees and

expenses require the approval of this Court pursuant to the Receivership Order;

(d) the Receivership Order authorizes the Receiver to pass its accounts from time to

time, and to include any necessary solicitor fees and disbursements in the passing

of the accounts;

(e) as detailed in the Report, there are no available funds to distribute to the Debtor’s

secured creditors;

3

(f) the other grounds set out in the Report;

(g) section 243 of the Banki'uptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended;

(h) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(i) rules 1.04, 2.03, 3.02, 30, 37 and 41.06 of the Rules of Civil Procedure, R.R.O.

1990, Reg. 194, as amended; and

(j) such further and other grounds as counsel may advise and this Court may permit.

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

motion:

(a) the Report and its appendices, including, without limitation, the affidavits sworn

in support of the fees and disbursements of the Receiver and its counsel; and

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

Date: January 12, 2017 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Sanjeev P.R. Mitra (LSUC # 37934U)Tel: (416) 865-3085 Fax:(416) 863-1515 Email: [email protected]

Jeremy Nemers (LSUC # 66410Q)Tel: (416) 865-7724 Fax:(416) 863-1515 Email: [email protected]

Lawyers for the Receiver

TO: ATTACHED SERVICE LIST



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(COMMERCIAL LIST)

THE HONOURABLE )

)

)

WEDNESDAY, THE 25TH DAY

JUSTICE OF JANUARY, 2017

BETWEEN :


Applicant

- and -

MAKVISION INC.

DISCHARGE ORDER

Respondent

THIS MOTION, made by James Williams & Associates Inc. (“JWA”), in its capacity as

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

assets, undertakings and properties of Makvision Inc. (the “Debtor”), for an order, amongst

other things: (i) approving the First and Final Report of the Receiver dated January 11, 2017 (the

“Report”) and the actions of the Receiver set out therein; (ii) approving the fees and

disbursements of the Receiver and its counsel, including an accrual for fees and disbursements to

be incurred to the completion of these proceedings; (iii) discharging JWA as the Receiver of the

2

assets, undertakings and properties of the Debtor effective upon the filing of a certificate by the

Receiver certifying that all matters to be attended to in connection with the receivership of the

Debtor have been completed to the satisfaction of the Receiver, in substantially the form attached

hereto as Schedule “A” (the “Discharge Certificate”); and (iv) releasing JWA from any and all

liability, as set out in paragraph 7 of this Order, was heard this day at 330 University Avenue,

Toronto, Ontario.

ON READING the Report and the appendices thereto, including, without limitation, the

affidavit of Mukul Manchada sworn January 11, 2017 (the “Receiver’s Fee Affidavit”) and the

affidavit of Sanjeev Mitra sworn January 10, 2017 (the “A&B Fee Affidavit”), and on hearing

the submissions of counsel for the Receiver, no one appearing for any other person on the service

list, although properly served as appears from the affidavit of Eunice Baltkois sworn January 12,

2017, filed,

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

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

today and hereby dispenses with further service thereof.

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

the Receiver described therein be and are hereby approved.

3. THIS COURT ORDERS that the fees and disbursements of the Receiver for the period

to and including January 6, 2017, as set out in the Receiver’s Fee Affidavit, be and are hereby

approved.

3

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

counsel, Aird & Berlis LLP, for the period to and including January 6, 2017, as set out in the

A&B Fee Affidavit, be and are hereby approved.

5. THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is

hereby approved.

6. THIS COURT ORDERS that, upon the Receiver filing the Discharge Certificate, the

Receiver shall be discharged as Receiver of the assets, undertakings and properties of the Debtor,

provided however that notwithstanding its discharge herein: (a) the Receiver shall remain

Receiver for the performance of such incidental duties as may be required to complete the

administration of the receivership herein; and (b) the Receiver shall continue to have the benefit

of the provisions of all Orders made in these proceedings, including all approvals, protections

and stays of proceedings in favour of JWA, in its capacity as Receiver.

7. THIS COURT ORDERS AND DECLARES that, upon the Receiver filing the

Discharge Certificate, JWA is hereby released and discharged from any and all liability that

JWA now has or may hereafter have by reason of, or in any way arising out of, the acts or

omissions of JWA while acting in its capacity as Receiver herein, save and except for any gross

negligence or wilful misconduct on the Receiver’s part. Without limiting the generality of the

foregoing, JWA is hereby forever released and discharged from any and all liability relating to

matters that were raised, or which could have been raised, in the within receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receiver’s part.

SCHEDULE“A”



(COMMERCIAL LIST)

BETWEEN:


Applicant

- and -

MAKVISION INC.

Respondent

RECEIVER’S DISCHARGE CERTIFICATE

RECITALS

(A) Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court

of Justice (Commercial List) (the “Court”) made March 1, 2016, James Williams & Assocites

Inc. (“JWA”) was appointed as receiver (in such capacity, the “Receiver”), without security, of

all the assets, undertakings and properties of Makvision Inc. (the “Debtor”).

(B) Pursuant to an Order of the Court dated January 25, 2017 (the “Discharge Order”), JWA

was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be

effective upon the filing by the Receiver with the Court of a certificate confirming that all

matters to be attended to in connection with the receivership of the Debtor have been completed

2

to the satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (a) the

Receiver will remain Receiver for the performance of such incidental duties as may be required

to complete the administration of these receivership proceedings; and (b) the Receiver will

continue to have the benefit of the provisions of all Orders made in these proceedings, including

all approvals, protections and stays of proceedings in favour of JWA, in its capacity as Receiver.

(C) Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Discharge Order.

THE RECEIVER CERTIFIES the following:

1. All matters to be attended to in connection with the receivership of the Debtor have been

completed to the satisfaction of the Receiver; and

2. This Certificate was filed by the Receiver with the Court on the _____ day of

________________ , 2017.

JAMES WILLIAMS & ASSOCIATES INC., in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity

Per:

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Ifemsefe-May 11, 2W

Court File No. fflffCV-16-11284-00CT,


{COMMERCIAL LIST {

TH&RONQURABfeE-fflffl

JUfeHCE-ffiffl

} QDEKAAT, THE if

)DAY OF MONTH, 20TP

THE HONOURABLE 1 WEDNESDAY. THE 25TH DAY

1

JUSTICE _________ 1______ OF JANUARY. 2017

BETWEEN:

HAABYH##

ROYAL RANK OF CANADA

Pfeifttiff

Applicant

- and --

MAKVISION INC.

AEOENAANT

Defendant

Respondent

DISCHARGE ORDER

DOO&TOR-:.

2

THIS MOTION, made by fWBXEIcEPoZ' NAME}James Williams & Associates Inc.

t“JWA”). in its capacity as the Court-appointed receiver tin such capacity, the -“Receiver41)”).

without security, of all the-rodertafemg^-propertv and assets of.[-AE6TQP}. undertakings and

properties of Makvision Inc, (the -“Debtor-”), for an order—1—. amongst other things: ti)

approving the aetmtres-ofAEe-Receiver as set-eut.in the reportFirst and Final Report of the

Receiver dated fAXEEjJanuarv 11.2017 (the ^ReporCJvSr—“Report”) and the actions of the

Receiver set out therein: tii) approving the fees and disbursements of the Receiver and its

counsel^

3_-------apprevfflg-the-4i^tHbtttk)n oftire-remaining preeeeds-avarteble-m the.estate-eEtfae Debtor;

[and] 4r-------- . including an accrual for fees and disbursements to be incurred to the completion

of these proceedings: liii) discharging [PEXEIcEP-aZ NAMEj-JWA as the Receiver of the-

undvrtalvmg, property-and assets-eEthe-PebteFft-w^------- assets, undertakings and properties

of the Debtor effective upon the filing of a certificate bv the Receiver certifying that all matters to

be attended to in connection with the receivership of the Debtor have been completed to the

satisfaction of the Receiver, in substantially the form attached hereto as Schedule “A” (the

“Discharge Certificate”): and Civ) releasing [PEXEIcEPjZ NAMEjJWA from any and all

liability, as set out in paragraph §11 of this Order}4 , was heard this day at 330 University Avenue,

Toronto, Ontario.

ON READING the ReportHhe affidavits-ef-the Ree-el-ver and-fts counsel as.te-fces.< the

UAfr-AEElawfeE and the appendices thereto, including, without limitation, the affidavit of Mukul

Manchada sworn January 11. 2017 tthe “Receiver’s Fee Affidavit”) and the affidavit of Sanieev

Mitra. sworn January 10. 2017 (the “A&B Fee Affidavit”), and on hearing the submissions of

counsel for the Receiver, no one else-appearing for anv other person on the service list, although

4-tirtys-fetielH{rt?elftg-setjght, stakeholders-fTould be-specifleally-advisedra-nd given-ample notice. See.also Note -E-below. ■

Ji

properly served as evideneed-bvappears from the AdfMavitaffidavit of P4AME]-Eunice Baltkois

sworn fAATSfJanuarv 12. 2017. filed3^

1. THIS COURT ORDERS that the aetmties-ef4he-Reeeiver, as-set out iu-the-Report,.arc

barebwuppreved-r—time for service and filing of the notice of motion and the motion record is

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

dispenses with further service thereof.

2. THIS COURT ORDERS that the fees and—disbur&emenfeReport be and is hereby

approved and the actions of the Receiver and its counsel, as-seTout in the Report and the-Fee-

Arffidafefedescribed therein be and are hereby approved.

3. THIS COURT ORDERS thatr-after payment—of the fees and disbursements herein■

appreveebof the Receiver shatb-pay the monies remaining in its-hands to [NAME 0$ fIAPTvF}3

for the period to and including January 6. 2017. as set out in the Receiver’s Fee Affidavit, be and

are hereby approved.

i± THIS COURT ORDERS that the fees and disbursements of the Receiver’s legal

counsel. Aird & Berlis LLP, for the period to and including January 6. 2017. as set out in the

A&B Fee Affidavit, be and are hereby approved.

fe THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is

hereby approved.

^Adfe-madel-areterrtsswmes that the material filed su^etfsaHdhmfetrtion to a specific secured creditor-of-ether- party;-

BOGSTO-R: I20>93jng

4

fL 4-r-THIS COURT ORDERS that-upon-payment of the-amounts se-t out m-paragraph 3

hereof.[:andA upon the Receiver filing a-ea4fieate-eeftifylng.-that it.has-com-pl-eted the ether-

aBhvkies-4eîj^44ri-#ie-RepfM4}the Discharge Certificate, the Receiver shall be discharged as

Receiver of the unheiâMftg^-prof^ undertakings and properties of the Debtor,

provided however that notwithstanding its discharge herein: (a) the Receiver shall remain

Receiver for the performance of such incidental duties as may be required to complete the

administration of the receivership herein^; and (b) the Receiver shall continue to have the benefit

of the provisions of all Orders made in this.proceedi-H-gthese proceedings, including all approvals,

protections and stays of proceedings in favour of {PEXBteEP»£- MAMEUWA. in its capacity as

Receiver.

W X^THIS COURT ORDERS AND DECLARES thaHPEXBkEfeSÂMEl. upon the

Receiver filing the Discharge Certificate. JWA is hereby released and discharged from any and

all liability that p-KXKTcFdOS NAMEDWA now has or may hereafter have by reason of, or in

any way arising out of, the acts or omissions of [PEXEIcEPaS-NAMEj-J WA while acting in its

capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the

Receiver's part. Without limiting the generality of the foregoing, [PE-XEIcEPjS -NAM-E}.TWA

is hereby forever released and discharged from any and all liability relating to matters that were

l-)GGS-i-aRH40-1-W?\8

_5

raised, or which could have been raised, in the within receivership proceedings, save and except

for any gross negligence or wilful misconduct on the Receiver1^ part.}4

..Qi-Hhe-enfe-hancl;-the ReefaveF4rasg3reswr»kfaHa?perfa44ts activities te-the Court, and-presumably the-peperted ae-tivities- tove-beefi-appfoved in prior Orders. Moreover, tlae-Ordei-that appointed the Reeeiv&r4tkejy-hasprotections infavour of the Receiver,.fabescdactors tend to incti-cate 4haPa general release- ef the Receive-ins not necessary..Qa-th€-&ther4mftd, the Receiverfaas-eefacfamlydfra representative capacity-,--as the-Gourt's officer, so the-€&m4-maydfafa-thaP-fa-is appropriate to-fasufate-the Receiver from all liability, by-way of-a-general release..Sonicmembers -efahe-eifaeeffufattee fe-lt that..ahserfaa-general releaseH^efaversHmgfafa&td back fiafas-aad/or wish-te-eeadaeKtHfaums-bar process, -which would iinnecessarity-adefakfte-aBche&sPto the receivership. The-.gerteral-refaasefarirgtfage4iTrsfae6ri-Tfade4-tedtrfad%frm&t'model ordepas-afr-Offafafl-efliy, to be cons-Mered-by-the- presfafag Judge-rn each-specific-case. See also Note 1, abowr

SCHEDULE“A”

Court File No. CV-16-11284-00CT,

ONTARIOSUPERIOR COURT OF .TUSTTCE

(COMMERCIAL LIST!

BF.TWFFN:


Applicant

- and -

Respondent

2349S84T4-RECEIVER’S DISCHARGE CERTIFICATE

RFCTTALS

(At Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court

of Justice (Commercial Listt (the “Court”) made March 1. 2016. James Williams & Assocites

Inc. (“JWA”) was appointed as receiver (in such capacity, the “Receiver”), without security, of

all the assets, undertakings and properties of Makvision Inc, (the “Debtor”).

(B) Pursuant to an Order of the Court dated January 25. 2017 (the “Discharge Order”). JWA

was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be

2

effective upon the filing bv the Receiver with the Court of a certificate confirming that all matters

to be attended to in connection with the receivership of the Debtor have been completed to the

satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (at the

Receiver will remain Receiver for the performance of such incidental duties as mav be required

to complete the administration of these receivership proceedings: and (b) the Receiver will

continue to have the benefit of the provisions of all Orders made in these proceedings, including

all approvals, protections and stays of proceedings in favour of JWA. in its capacity as Receiver.

tCt Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Discharge Order.

THE RECEIVER CERTIFIES the following:

1. All matters to be attended to in connection with the receivership of the Debtor have been

completed to the satisfaction of the Receiver: and

2. This Certificate was filed bv the Receiver with the Court on the dav of

. 2017.

TAMES WTEEIAMS & ASSOCIATES INC,, in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity

Per:Name:

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COMMERCIAL LIST

BETWEEN:


Applicant

- and -

MAKVISION INC.

Respondent

I. INTRODUCTION

This is the First and Final Report to Court (the “Report”) of James Williams & Associates Inc. (“JWAI”) in its capacity as Court-appointed receiver (in such capacity, the “Receiver”) of all the assets, undertakings and properties of Makvision Inc. (“Makvision” or the “Company”).

JWAI was appointed as the Receiver pursuant to the Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) made on March 1, 2016 (the “Appointment Order”). The Appointment Order was obtained on the application of one of Makvision’s secured creditors, Royal Bank of Canada (“RBC”). Attached as Appendix “A” to this Report is a copy of the Appointment Order. Following the appointment, the Receiver retained Aird & Berlis LLP (“A&B”) as its lawyers.

The purpose of this Report is to seek:

i. the Court’s approval of this Report and the activities described herein;

ii. the Court’s approval of the fees and disbursements of the Receiver in the amount of $36,309.59 (plus HST);

iii. the Court’s approval of the fees and disbursements of A&B in the amount of $5,197.75 (plus HST);

iv. the Court’s approval of the Fee Accrual (as defined herein); and

v. effective upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver, the discharge of JWAI as the Receiver and release of JWAI from any and all liability that JWAI has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of JWAI while acting in its capacity as the Receiver.

II. BACKGROUND

Makvision is a private corporation incorporated pursuant to the laws of Ontario, which specialized in manufacturing computer monitors for the gaming and casino industry. At the time of the Receiver’s appointment, Makvision had ceased these activities and had loaned money in connection with the production of a film.

Ill ACTIVITIES OF THE RECEIVER

Immediately following its appointment, the Receiver met with the Company’s director, Andre Mak (“Andre”), in order to obtain information necessary to complete the Receiver’s statutory notice obligations and to identify the Company’s assets. The Receiver attended at various meetings with Andre and reviewed available accounting records of the Company. The Receiver also demanded information from the Company’s external accountant.

Based on information provided by RBC prior to the receivership, the Receiver understood that the Company’s realizable assets would likely be loans receivable from Meza Production Inc. (“Meza”), Indiepro Studios Inc. (“Indiepro”) and 2X Entertainment Inc. (“2x”, and together with Meza and Indiepro, the “James Companies”), which loans were advanced for the purpose of production of a movie, as well as a film tax credit refund. The Receiver contacted James Mark (“Mark”), principal of the James Companies, in order to gather information regarding the receivables related to each of the James Companies. On April 25, 2016 the Receiver received an email from Mark’s counsel, advising that:

• 2x did not owe any monies to Makvision;

• Indiepro owed approximately $120,844 to Makvision. Terms for this loan were agreed upon verbally. It was an interest free loan, with no repayment of principal required until such time as Indiepro receives monies owed to it from certain third parties, which receipt was contingent on distribution of the movie; and

(2)

• Meza’s financial records were not prepared and Mark did not have access to the bank accounts for Meza. Further, Makvision entered into a verbal agreement, similar to Indiepro, with Meza for the repayment of loan, which loan would not be repayable until the movie had been distributed and certain third parties had been paid.

The limited information provided by Andre and Mark suggested that the issue of repayment of loans receivable from the James Companies could not be resolved without litigation. Further, the ownership of the movie was also in dispute. Given the ownership issue and the fact that the movie has not been distributed or broadcasted in Canada, the Receiver concluded that Makvision would not be eligible to claim a film tax credit refund.

Given the above information, and in consultation with RBC (which was the first-ranking secured creditor in respect of the Company’s accounts receivable, pursuant to a priority agreement with the Company’s other general secured creditor, Business Development Bank of Canada (“BDC”)), the Receiver determined that it would not be commercially reasonable for the Receiver to pursue collection of the loans receivable from James Companies or file the film tax credit refund application.

The Receiver also took possession of, and realized on, a vehicle owned by Makvision. The proceeds of realization, net of commission, were $15,275.00 (the “Net Vehicle Proceeds”). Other than the vehicle and the receivables, Makvision does not appear to have had any other assets at the outset of these proceedings.

Pursuant to paragraph 21 of the Appointment Order, the Receiver borrowed monies from JWAI and RBC in the total respective amounts of $210.00 and $20,000.00 (the “Receiver Borrowings”) to administer these proceedings. RBC has indicated to the Receiver that is not prepared to fund these proceedings any further (apart from additional funding required to obtain the Receiver’s discharge), and BDC has advised the Receiver, through counsel, that it is not prepared to fund these proceedings. Receiver Certificates representing the Receiver Borrowings are attached hereto as Appendix “B”.

The Receiver has also been advised, through counsel, that each of RBC and BDC has now assigned its respective debt and security to a third-party, which third-party is also not prepared to fund these proceedings.

IV RECEIPTS AND DISBURSEMENTS AND CASH POSITION

As at December 30, 2016, the Receiver has realized total receipts of $35,485.00 (i.e., the Net Vehicle Proceeds plus the Receiver Borrowings) and has made total disbursements of $35,299.57. The Receiver's Summary Statement of Receipts and Disbursements for the period from the Date of Appointment to December 30, 2016 is attached as Appendix “C” to this Report.

(3)

V BANKRUPTCY ASSIGNMENT

On August 16, 2016, RBC obtained an Order from the Ontario Superior Court of Justice adjudging Makvision bankrupt and appointing JWAI as trustee of Makvision’s estate (the “Bankruptcy Order”). The Office of the Superintendent of Bankruptcy issued a Certificate of Filing of a Bankruptcy Order on August 23, 2016, which was later amended on September 1, 2016 (collectively, the “Certificate of Filing”). Copies of the Bankruptcy Order and the Certificate of Filing are attached as Appendix “D” to this Report.

VI FEES AND DISBURSEMENTS OF THE RECEIVER

The Receiver is seeking approval of its aggregate fees and disbursements in the sum of $36,309.59 (plus HST) for the period March 1, 2016 to January 6, 2017. Attached hereto as Appendix “E” is the sworn Affidavit of Mukul Manchanda of JWAI in support 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 filing 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 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.

VII FEES AND DISBURSEMENTS OF THE RECEIVER’S COUNSEL

The Receiver is seeking approval of the aggregate fees and disbursements of its counsel, A&B, in the sum of $5,197.75 (plus HST) for the period March 1, 2016 to January 6, 2017. Attached hereto and marked as Appendix “F” is the sworn Affidavit of Sanj Mitra of A&B in support of the fees and disbursements for this period. The Receiver believes the fees and disbursements of A&B are fair and reasonable.

VIII FEE ACCRUAL

Assuming that there is no opposition to the relief being requested by the Receiver, the Receiver and A&B estimate that they will incur additional fees in the amounts of $3,200 and $1,500, respectively, plus disbursements and HST, to complete these receivership proceedings (collectively, the “Fee Accrual”).

IX INSUFFICIENT FUNDS TO MAKE DISTRIBUTION

The Receiver does not anticipate being in a position to make any distributions to the Company’s secured creditors.

(4)

X RECEIVER’S DISCHARGE

The administration of the receivership is substantially complete, as the Receiver has completed its investigation of the loans receivable and filing of the film tax credit. The Receiver therefore seeks to be discharged upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver.

XI SUMMARY

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

Dated at Toronto this 11th day of January, 2017

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

(5)

Revised: January 21, 2014 s.243(1) BIA (National Receiver) and s. 101 CJA (Ontario) Receiver


ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ) TUESDAY, THE 1 ST

JUSTICE cJO-euObooiti l DAY OF MARCH, 2016


- and -

MAKVISION INC.

Applicant

Respondent

ORDER(appointing Receiver)

THIS MOTION made by the Applicant for an Order pursuant to section 243(1) of the

Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") 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 (the "Receiver") without security, of all of the assets,

undertakings and properties of Makvision Inc. (the "Debtor") acquired for, or used in relation to

a business carried on by the Debtor, was heard this day at 330 University Avenue, Toronto,

Ontario.

ON READING the affidavit of Arian Netjati sworn February 5, 2016 and the Exhibits

thereto and on hearing the submissions of counsel for the Applicant,

^M-r . dene, HoJc p-p^ Q>r Mac, Pit?£ pondeiCfc.

DOCSTOR: 1771742\9

-2-

Respondent although-eluiy ^ei-ved as.apjjeai^fmnrthe-afficltvvitofserviee'of-ty

-sworn—- 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 talcing of physical inventories and the placement of

such insurance coverage as may be necessary or desirable;

(c) to engage consultants, appraisers, agents, experts, auditors, accountants,

managers, counsel and such other persons from time to time and on

whatever basis, including on a temporary basis, to assist with the exercise

DOCSTOR: 1771742\9

of the Receiver's powers and duties, including without limitation those

conferred by this Order;

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;

to settle, extend or compromise any indebtedness owing to the Debtor;

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;

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;

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

offers in respect of the Property or any part or parts thereof and

negotiating such tenns and conditions of sale as the Receiver in its

discretion may deem appropriate;

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 $100,000.00, provided that the aggregate consideration

for all such transactions does not exceed $250,000.00; and

-4 -

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

which the purchase price or the aggregate purchase price exceeds

the applicable amount set out in the preceding clause;

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

Personal Property Security Act, [or section 31 of the Ontario Mortgages

Act, as the case may be, shall not be required, and in each case the Ontario

Bulk Sales Act shall not apply.

(j) 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;

(k) 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;

(l) to register a copy of this Order and any other Orders in respect of the

Property against title to any of the Property;

(m) to apply for any permits, licences, approvals or permissions as may be

required by any governmental authority and any renewals thereof for and

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

Debtor;

(n) 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;

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

which the Debtor may have; and

DOCSTOR: 1771742X9

-5 -

(p) 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, coiporations,

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 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

DOCSTOR: 1771742X9

-6-

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver. Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and

providing the Receiver with any and all access codes, account names and account numbers that

may be required to gain access to the information.

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver’s intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled

to have a representative present in the leased premises to observe such removal and, if the

landlord disputes the Receiver’s entitlement to remove any such fixture under the provisions of

the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any

applicable secured creditors, such landlord and the Receiver, or by further Order of this Court

upon application by the Receiver on at least two (2) days notice to such landlord and any such

secured creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

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

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

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

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.

DOCSTOR: 1771742\9

-7-

NO EXERCISE OF RIGHTS OR REMEDIES

10. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or

affecting the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that

nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business

which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from

compliance with statutory or regulatory provisions relating to health, safety or the environment,

(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent

the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,

licence or permit in favour of or held by the Debtor, without written consent of the Receiver or

leave of this Court.

CONTINUATION OF SERVICES

12. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtor or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or tenninating 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.

DOCSTOR: 1771742\9

RECEIVER TO HOLD FUNDS

13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of

payments received or collected by the Receiver from and after the making of this Order from any

source whatsoever, including without limitation the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whether in existence on the date of this

Order or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit

of such Post Receivership Accounts from time to time, net of any disbursements provided for

herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any

further Order of this Court.

EMPLOYEES

14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of

the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the

employment of such employees. The Receiver shall not be liable for any employee-related

liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of

the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in

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

Protection Program Act.

PIPEDA

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

DOCSTOR: 177I742\9

-9-

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 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

DOCSTOR: 1771742V9

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Property, as security for such fees and disbursements, both before and after the making of this

Order in respect of these proceedings, and that the Receiver's Charge shall form a first charge on

the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory

or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the

BIA.

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

$150,000.00 (or such greater amount as this Court may by further Order authorize) at any time,

at such rate or rates of interest as it deems advisable for such period or periods of time as it may

arrange, for the purpose of funding the exercise of the powers and duties conferred upon the

Receiver by this Order, including interim expenditures. The whole of the Property shall be and

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

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

priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise,

in favour of any Person, but subordinate in priority to the Receiver’s Charge and the charges as

set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

22. 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.

DOCSTOR: 177174219

- Il

ls, 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 all Receiver’s Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates.

SERVICE AND NOTICE

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.ontarioconrts.ca/sci/practice/praelice-direclions/toronto/c-servicc-

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.V/jwilliamsassoc,com/case 1 7.htm.

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 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.

DOCSTOR: I771742\9

http://www.ontarioconrts.ca/sci/practice/praelice-direclions/toronto/c-servicc-protocol/

http://www.ontarioconrts.ca/sci/practice/praelice-direclions/toronto/c-servicc-protocol/

http://http.V/jwilliamsassoc,com/case

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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 Applicant shall have its costs of this motion, up to and

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

if not so provided by the Plaintiffs security, then on a substantial indemnity basis to be paid by

the Receiver from the Debtor's estate with such priority and at such time as this Court may

determine.

32. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

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

order.

ENTERED AT / INSCRIT A TORONTO ON / BOOK NO:LE/DANS LE FIEGISTRE NO.:

MAR 0 1 2016

DOCSTOR: 1771742\9

DOCSTOR: 1771742\8

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 Makvision Inc. acquired for, or used in

relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the

“Property”) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the

"Court") dated the___day of ______ , 20__(the "Order") made in an action having Court file

number CV-16-11284-00CL, has received as such Receiver from the holder of this certificate

(the "Lender") the principal sum of $___________ , being part of the total principal sum of

$___________ which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with

interest thereon calculated and compounded [daily] [monthly not in advance on the_______ day

of each month] after the date hereof at a notional rate per annum equal to the rate of______per

cent above the prime commercial lending rate of Bank of________ from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver

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

-2-

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

holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Property as authorized by the Order and as authorized by any further or other order of the

Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any

sum in respect of which it may issue certificates under the terms of the Order.

DATED the_____ day of_______________, 2016.

James Williams & Associates Inc., solely in its capacityas Receiver of the Property, and not in its

personal capacity

Per:Name: James Williams Title:

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SCHEDULE “A'


CERTIFICATE NO: 001

AMOUNT: $210.00


"Receiver”) of the assets, undertakings and properties Makvision Inc. (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 1st day of March, 2016 (the "Order”) made in an action having

court file number CV-16-11284-00CL, has received as such receiver from the holder of

this certificate (the “Lender") the principal sum of $210.00, being part of the total

principal sum of $150,000.00 which the Receiver is authorized to borrow under and

pursuant to the Order,


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.


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.




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.



DATED the 15th day of April 2016.

James Williams & Associates Inc.,

solely in its capacity as Receiver of the

Property, and not in its personal capacity.

SCHEDULE “A’


CERTIFICATE NO: 002

AMOUNT: $20,000.00


“Receiver”) of the assets, undertakings and properties Makvision Inc. (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 1st day of March, 2016 (the “Order”) made in an action having

court file number CV-16-11284-00CL, has received as such receiver from the holder of

this certificate (the “Lender”) the principal sum of $20,000.00, being part of the total

principal sum of $150,000.00 which the Receiver is authorized to borrow under and

pursuant to the Order.


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.


principal sums and interest thereon of ail 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.




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.



DATED the 20th day of April 2016.

James Williams & Associates Inc.,

solely in its capacity as Receiver of the

Property, and not in its personal capacity.

Title: President

APPENDIX 'A'

Makvision Inc.Statement of Receipts and Disbursements

For the Period March 1, 2016 through December 30, 2016 Estate 31-458095

ReceiptsAdvances from Secured Creditors $ 20,210.00Sale of Vehicle 15,275.00

$ 35,485.00

Disbursements Cheque Stock Corporate Searches Filing Fees HST Paid insurance Legal Fees Postage Receiver's Fees Travel

$ 87.7553.16 70.00

4,029.59 140.00

2,501.25 48.90

28,337.69 31.23

$ 35,299.57

$_________ 185.43Cash on Deposit

Court File No. 31 -OR-208172-T


IN BANKRUPTCY

MASTER /Hi if 5 ) TUESDAY, THE 16th' ) DAY OF AUGUST, 2016

)

IN THE MATTER OF THE BANKRUPTCY OFMAKVISION INC.

INCORPORATED IN THE CITY OF MISSISSAUGA,IN THE PROVINCE OF ONTARIO

BANKRUPTCY ORDER

ON the Application of Royal Bank of Canada, a creditor of Makvision Inc., of the Province of

Ontario, issued on the 21st day of July, 2016;

HAVING READ the Application for Bankruptcy Order including the Affidavit of Verification

(with exhibits), sworn by Arian Nejati on July 15, 2016; and

HAVING HEARD submissions of counsel for the parties, and on consent;

AND IT APPEARING to the Court that the following acts of Bankruptcy have been committed:

Makvision Inc. has ceased to meet its liabilities generally as they become due in that it

has failed to pay its obligations to Royal Bank of Canada.

1, THIS COURT HEREBY ORDERS that Makvision Inc., incorporated in the City of

Mississauga, Province of Ontario, be adjudged bankrupt by virtue of this Bankruptcy

Order hereby made on this date.

2. THIS COURT FURTHER ORDERS that James Williams & Associates Inc. of the

Province of Ontario, be appointed as Trustee of the Estate of the Bankrupt.

-2-

3. THIS COURT FURTHER ORDERS that the Trustee give security in cash or by bond or

suretyship, without delay, in accordance with subsection 16(1) of the Bankruptcy and

Insolvency Act.

4. THIS COURT FURTHER ORDERS that the Costs of the Applicant creditor be paid out

of the Estate of the Bankrupt on taxation of the Estate.

MasterMa; . _..........Registrar in Bankruptcy

ONTARIOSUPERIOR COURT OF JUSTICE IN BANKRUPTCY

Court File No. 31-OR-208172-T

IN THE MATTER OF THE BANKRUPTCY OF MAKVISION INC., INCORPORATED IN THE CITY OF MISSISSAUGA, PROVINCE OF ONTARIO

BANKRUPTCY ORDER

DEVRY SMITH FRANK LLP Lawyers & Mediators 95 Barber Greene Road, Suite 100 Toronto, Ontario M3C 3E9

Janies Satin LSUC #44025R

Tel : (416) 449-1400 Fax: (416) 449-7071

Lawyers for the applicant Royal Bank of Canada

Office of the Superintendentof Bankruptcy CanadaDistrict of ONTARIO Division No. 09 - Mississauga Court No. 32-2158006Estate No. 32-2158006

Industry Canada Industrie CanadaBureau du surintendantdes faillites Canada

In the Matter of the Bankruptcy of:Makvision Inc.

DebtorJAMES WILLIAMS & ASSOCIATES INC, Licensed Insolvency Trustee

ORDINARY ADMINISTRATIONSecurity: $*,***

Date of Bankruptcy: August 23, 2016, 09:3'Meeting of Creditors: September 6, 2016, 10:00

1900 - lie Yonge Street Toronto, ONTARIO

Chair: Trustee Designated Person: Andre J. Mak

CERTlEXCfiiTE-OF- FILING OF A BANKRUPTCY, ORDER - Session AII, 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 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.

Date: August 23, 2016

E-File / Depot electronique Official ReceiverFederal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R

3P7, 877/376-9902

Canada

Industry Canada Industrie CanadaOffice of the Superintendent Bureau du surintendant of Bankruptcy Canada des faillites CanadaDistrict of ONTARIO Division No. 09 - MississaugaCourt No. 32-2158006 Estate No. 32-2158006 In the Matter of the Bankruptcy of:

Makvision Inc.Debtor

JAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee

ORDINARY ADMINISTRATIONSecurity: $*,***

Date of Bankruptcy: August 16, 2016, 09:3!Meeting of Creditors: September 6, 2016, 10:00

1900 - 110 Yonge Street Toronto, ONTARIO

Chair: Trustee Designated Person: Andre J. Mak

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.

Federal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R3P7, 877/376-9902

Date: September 1, 2016

E-File / Depot electronique Official Receiver

11*1Canada



COMMERCIAL LIST

BETWEEN

ROYAL BANK OF CANADAApplicant

- AND-

MAKVISION INC.

Respondent

AFFIDAVIT OF MUKUL MANCHANDA(Sworn January 11, 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 Makvision Inc. (“Makvision” 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 March 1, 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 March 1, 2016 through to the date of January 6, 2016. 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 $320.20. 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 $41,029.84.

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 OntarioThis 11th day of January, 2017.

MUKUL MANCHANDA

James Stewart Williams, a Commissioner, etb,Province of Ontario, for James Williams

&. Associates Inc., Trustee in Bankruptcy.

Expires April 6,2019. .

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF MUKUL MANCHANDA

Sworn before me

This 11th dav of January, 2017

James Stewart Williams, a Commissioner, etc.,

Province of Ontario, for James Williams

j & Associates !nc., Trustee in Bankruptcy.

Expires^111,6,2010. *^ ,

Commissioner for taking Affidavits, etc

EXHIBIT 'A'

JAMES WILLIAMS & ASSOCIATES INC.

STATEMENT OF ACCOUNT FOR THE PERIOD MARCH 1, 2016 THROUGH TO JANUARY 6, 2017

COURT APPOINTED RECEIVER OF MAKVISION INC.

Staff Member TitleYears of Service Total Hours

Hourly Rate ($CDN)

Amount Billed ($CDN)

James Williams, Trustee President 36 28.3 410.00 11,603.00Richard Williams, Trustee Sr. Manager 5 10.0 290.00 2,900.00Mukul Manchanda, Trustee Sr. Manager 7 72.2 290.00 20,938.00Andrew Williams Sr. Associate 10 0.3 125.00 37.50

Total March 1,2016 thorugh to January 6, 2017 110.8

Average hourly rate of $320.20 35,478.50

Courier Charges 55.49Miscellaneous Expenses 110.8 7.00 775.60

Disbursements (as at January 6, 2017) 831.09

Net Fees and Disbursements 36,309.59

HST 4,720.25

Total 41,029.84

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(COMMERCIAL LIST)

BETWEEN:


- and -

MAKVISION INC.

AFFIDAVIT OF SANJEEV MITRA(sworn January 10, 2017)

Applicant

Respondent

I, SANJEEV MITRA, 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 is acting as counsel for James Williams &

Associates Inc. (“JWAI”), in its capacity as the Court-appointed receiver of all of the

assets, undertakings and properties of Makvision Inc.

2. Aird & Berlis LLP has prepared statements of account in connection with its mandate as

counsel to JWAI, detailing its services rendered and disbursements incurred, namely:

(a) an account dated April 29, 2016 in the amount of $2,237.48 in respect of the

period from March 2, 2016 to March 31, 2016;

(b) an account dated May 30, 2016 in the amount of $129.95 in respect of the period

from April 12, 2016 to April 30, 2016;

(c) an account dated June 27, 2016 in the amount of $454.83 in respect of the period

from May 4,2016 to May 31, 2106;

(d) an account dated July 29, 2016 in the amount of $1,110.23 in respect of the period

from April 13, 2016 to June 30, 2016;

(e) an account dated August 25, 2016 in the amount of $324.88 in respect of the

period from July 7, 2016 to July 31, 2016; and

(f) an account dated January 9, 2017 in the amount of $1,778.06 in respect of the

period from December 8, 2016 to January 6, 2017,

(collectively, the “Statements of Account”).

Attached hereto and marked as Exhibit “A” to this Affidavit are copies of the Statements

of Account. The average hourly rate of Aird & Berlis LLP is $457.52.

3. Attached hereto and marked as Exhibit “B” to this Affidavit is a chart detailing the

lawyers, law clerks and articling students who have worked on this matter.

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 whatsoever.

SWORN before me at the City of ) ,Toronto, in the Province of Ontario ) this 10th day of January, 2017 )

. ) *( .,-SANJEEV MITRA- . _____________________ __ ' )

A commissioner, etc.

I

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF SANJEEV MITRA

Sworn before me

this 10th dav of .Tannarv. 201 7

Commissioner tor taking Affidavits, etc

IN ACCOUNT WITH: Aird & Berlis LLP

Barristers and SolicitorsBrookfield Place, 181 Bay Street

Suite 1800, Box 754, Toronto, ON M5J 2T9 Canada T 416.863.1500 F 416.863.1515

www.airdberlis.com

James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5X 1T4

Attention: Mr. Mukul Manchanda Account No.: 531913

PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES

File No.: 37350/131646

April 29, 2016 __________ ___________ ________________________________________________________

Re: Makvision Inc.

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

LAWYER DATE TIME VALUE DESCRIPTION

SPM 02/03/16 0.30 $172.50 Email exchange with client re strategy and letter to debtor re assets and records

JTN 02/03/16 0.90 $274.50 Receipt and review of email chain from client; Draft and issue letter to A. Mak

SPM 14/03/16 0.30 $172.50 [A106] Communicate/With Client - telephone call client re status and strategy; Email to J. Satin; telephone call J. Satin

SPM 14/03/16 0.20 $115.00 Email exchange with counsel for RBC

SPM 21/03/16 0.20 $115.00 Email exchange to arrange conference call with RBC

SPM 22/03/16 1.00 $575.00 Preparation for and attend conference call with client and RBC; Telephone call client; Arrange for searches

SRM 22/03/16 0.30 $102.00 Conduct prelims, obtain profiles and PPSA searches for 2X Entertainment Inc. and Indiepro Studios Inc.; Review and report on same

SPM 23/03/16 0.20 $115.00 Review corporate searches and emails to client and counsel to RBC

SRM 23/03/16 0.10 $34.00 Review PPSA ETRSS and Certified PPSA searches

http://www.airdberlis.com

Aird & Berlis LLPPage 2 of Account No. 531913


SPM 28/03/16 0.40 $230.00 Email exchange with client to provide comments on draft

TOTAL: 3.90 $1,905.50

$1,905.50 $247.72

DISBURSEMENTS

OUR FEEHST at 13%

COST INCURRED ON YOUR BEHALF AS AN AGENT

Search Under P.P.S.A. $32.00

Subject to HST

Service Provider Fee $26.00Corporate Search $18.00Imaging/Scanning $2.25

Total Disbursements HST at 13%

$46.25$6.01

AMOUNT NOW DUE $2,237.48

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.

25695760.1



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

www.airdberlis.com




File No.: 37350/131646May 30, 2016__________________________________________________________________________________________________

Re: Makvision Inc.

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

LAWYER DATE TIME

SPM 12/04/16 0.20

TOTAL: 020

OUR FEE ‘HST at 13%

AMOUNT NOW DUE


VALUE DESCRIPTION

$115.00 Telephone call client re status and strategy

$115.00

$115.00$14.95

$129.95

Sanjeev P. Mitra

E.&O.E.





26139519.1




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

www.airdberlis.com




File No.: 37350/131646

June 27, 2016 ______ _______

Re: Makvision Inc.

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


SPM 04/05/16 0.20 $115.00 Telephone call client re strategy

SPM 05/05/16 0.50 $287.50 Telephone call with client and RBC re status and steps

TOTAL: 0.70 $402.50

OUR FEE $402.50HST at 13% $52.33

AMOUNT NOW DUE $454.83


Sanjeev P. Mitra







26404707.1



Suite 1800, Box 754, Toronto, ON M5J2T9 Canada T 416,863,1500 F 416.863,1515

www.airdberlis.com




File No.: 37350/131646July 29, 2016

Re: Makvision Inc.

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


SPM 13/04/16 0.50 $287.50 Telephone call client re response from counsel to Mark; Provide comments on draft letter to counsel

SPM 12/05/16 0.50 $287.50 Communicate/With Client - telephone call client and email to counsel for accountant; Telephone call J. Lane and email exchange with client and I. Love

SPM 02/06/16 0.30 $172.50 Telephone call -client; Email exchange re call with debtor

SPM 07/06/16 0.40 $230,00 Telephone call client and RBC

TOTAL: 1.70 $977.50

OUR FEE $977.50HST at 13% $127.08

DISBURSEMENTS

Subject to HST

Long Distance Charges HST at 13%

$1,110.23

$5.00$0.65

AMOUNT NOW DUE




Sanjeev P. Mitra

E.&O.E.



GST / HST Registration #12184 6539 RT0001


26737197.1



Suite 1800, Box 7541Toronto, 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



File No.: 37350/131646August 25, 2016 ________________________________________________________________________________________

Re: Makvision Inc.

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


SPM 07/07/16 0.20 $115.00 Email exchange with client and strategy

SPM 07/07/16 0.10 $57.50 Email exchange re scheduling of call

SPM 13/07/16 0.20 $115.00 Conference call with Bank

TOTAL: 0.50 $287.50

OUR FEE $287.50HST at 13% $37.38

AMOUNT NOW DUE $324.88



Aird & Berus LLPPage 2 of Account No. 541718

Sanjeev P. Mitra

E.&O.E.





26928148.1

IN ACCOUNT WITH:Aird & Berlis LLP


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


January 9, 2017


File No.: 37350/131646

Re: Makvision Inc.

FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended January 6, 2017


SPM 08/12/16 0.30 $172.50 Telephone call client and arrange for discharge motion

SPM 12/12/16 0.20 $115.00 Telephone call client

JTN 29/12/16 0.70 $213.50 Engaged with drafting of notice of motion and draft form of Discharge Order; Email to client re same

JTN 03/01/17 0.10 $32.50 Email exchange with M. Manchanda re status and timing of draft report

JTN 04/01/17 1.60 $520.00 Engaged with review of and revisions to draft report and engaged with review of PPSA registrations and priority agreement; Email exchange with client re same; Email to S. Mitra re same

JTN 05/01/17 1.20 $390.00 Telephone call with client re priority agreement and related issues; Telephone call with S. Venton re same; Engaged with revisions to draft report re same; Receipt and review of email from S. Venton re assignment of security; Email to H. Manis re same; Attend to related matters as needed




JTN 06/01/17 0.40 $130.00 Email exchange and telephone call with H.Manis re security assignment and related matters; Email exchange with client re same; Discussion with S. Mitra re implications of same

TOTAL: 4.50 $1,573.50

OUR FEEHST at 13%

$1,573.50$204.56

AMOUNT NOW DUE $1,778.06


Sanjeev P. Mitra

E.&O.E.



GST / HST Registration #12184 6539 RT0001


Attached is Exhibit “B”

Referred to in the

AFFIDAVIT OF SANJEEV MITRA

Sworn before me

this 10th day of January, 2017

V _, .Commissioner for taking Affidavits, etc

STATEMENT OF RESPONSIBLE INDIVIDUALS

Aird & Berlis LLP’s professional fees herein are made with respect to the following individuals

Lawyer Call to Bar Avg. Hrly Rate Total Time Value

Sanjeev Mitra 1996 $575.00 6.20 $3,565.00

Jeremy Nemers 2014 $305.00 (2016) 1.60 $488.00$325.00 (2017) 3.30 $1,072.50

Clerk/Student Call to Bar Avg. Hrly Rate Total Time Value

Shannon Morris N/A $340.00 0.40 $136.00

*Standard hourly rates listed. However, in certain circumstances adjustments to the account were made.

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