MOTION RECORD - Fuller Landau
-
Upload
khangminh22 -
Category
Documents
-
view
0 -
download
0
Transcript of MOTION RECORD - Fuller Landau
Court File No. CV-18-00610281-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
IN THE MATTER OF AN APPLICATION UNDER SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY AC, R.S.C. 1985, c. B-3, AS AMENDED AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43 AS AMENDED
B E T W E E N:
ROYAL BANK OF CANADA
Applicant and
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Respondents
MOTION RECORD (Receiver’s Discharge Hearing – March 30, 2020
or such date as it may be adjourned to) March 16, 2020 MINDEN GROSS LLP
Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2
Catherine Francis (LSO# 26900N) [email protected]
Tel: 416-369-4137 Fax: 416-864-9223 Lawyers for the Receiver, The Fuller Landau Group Inc.
TO: THE SERVICE LIST
INDEX
TAB DOCUMENT PAGE NOS.
1 Notice of Motion dated March 16, 2020 1 - 5
2 First Report of the Receiver dated March 11, 2020 and the appendices attached thereto
6 – 28
A Appendix “A” – Receivership Order — December 13, 2018 29 – 45
B Appendix “B” – Affidavit of Peter Gordon (without exhibits) 46 – 60
C Appendix “C” – Confidential Information Memorandum, NDA, and Form of Offer
61 – 81
D Appendix “D” – Liquidation Service Agreement — Danbury Global Ltd.
82 – 102
E Appendix “E” – Agreement of Purchase and Sale with 2676927 Ontario Inc.
103 – 123
F Appendix “F” – Receiver's Demand Letters to 42 Niagara Holdings Inc. and Axiomatic Art Inc.
124 – 127
G Appendix “G” – 42 Niagara Holdings Inc. and Axiomatic Art Inc. Email Response
128 – 129
H Appendix “H” – Minden Gross LLP Letter to 42 Niagara Holdings Inc. and Axiomatic Art Inc.
130 – 173
I Appendix “I” – Niagara Holdings Inc. and Axiomatic Art Inc. Email Response
174 – 175
J Appendix “J” – Assignment of Claim — Axiomatic Art Inc. and 42 Niagara Holdings Inc.
176 – 178
K Appendix “K” – Minden Gross LLP — Security Opinions 179 – 195
L Appendix “L” – Receiver's Statements of Receipts and Disbursements to January 31, 2020
196
M Appendix “M” – Fee Affidavit of the Receiver - Gary Abrahamson sworn March 11, 2020 and the exhibits attached thereto
197 – 263
N Appendix “N” – Fee Affidavit of Legal Counsel to the Receiver - Kenneth L. Kallish sworn March 9, 2020 and the exhibits attached thereto
264 – 286
3 Service List 287 - 290 #4094695 | 4112412
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
IN THE MATTER OF AN APPLICATION UNDER SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY AC, R.S.C. 1985, c. B-3, AS AMENDED AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43 AS AMENDED
B E T W E E N:
ROYAL BANK OF CANADA
Applicant and
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Respondents
NOTICE OF MOTION (Receiver’s Discharge hearing – March 30, 2020)
THE FULLER LANDAU GROUP INC., in its capacity as the Court-appointed
receiver (“Fuller Landau” or the "Receiver") of Ontario Orthotic Lab Inc. and Premier
Footworks Inc. (the "Debtors"), will make a Motion to a Judge presiding over the
Commercial List on Monday, March 30, 2020, or such further date as it may be adjourned
to, commencing at 10:00 a.m., or as soon after that time as the Motion can be heard at
the court house, 330 University Avenue, 9th Floor, Toronto, Ontario, M5G 1R7.
PROPOSED METHOD OF HEARING: The Motion is to be heard:
[ ] in writing under subrule 37.12.1(1) because it is
1
-2-
[ ] in writing as an opposed motion under subrule 37.12.1(4);
[X] orally.
THE MOTION IS FOR
1. An Order:
(a) approving the actions and activities of the Receiver as set out in the First
Report of the Receiver, as described therein;
(b) approving the Receiver's Statement of Receipts and Disbursements;
(c) approving a distribution of funds held in the receivership estates to Service
Canada in relation to the Wage Earner Protection Act for the priority claims
of employee wages and vacation pay totaling $71,408.64, and to Royal
Bank of Canada (“RBC”) as secured creditor in the amount of $240,000;
(d) approving any future distribution to RBC from the Potential Future
Collections and the balance of funds held by the Receiver as described in
the First Report of the Receiver up to the amount of RBC’s outstanding
indebtedness;
(e) approving the fees and disbursements of the Receiver and those of its
counsel including the Fee Accruals, as described herein;
(f) authorizing the Receiver to destroy the Debtors’ books and records
(“Records”) unless the directors of the Debtors take possession of the
2
-3-
Records prior to March 25, 2020 or Canada Revenue Agency objects to the
Receiver destroying the Records; and
(g) declaring that, effective upon filing of a certificate by the Receiver certifying
that all outstanding matters to be attended to in connection with the
receivership of the Debtors have been completed to the satisfaction of the
Receiver, discharging Fuller Landau as Receiver and releasing Fuller
Landau from any and all liability that Fuller Landau has or may hereafter
have by reason of, or in any way arriving out of, the acts or omissions of
Fuller Landau while acting in its capacity as Receiver; such further and other
relief as this Honourable Court may deem just.
THE GROUNDS FOR THE MOTION ARE
Introduction
1. Pursuant to the Order of the Honourable Justice Penny dated December 13, 2018,
The Fuller Landau Group Inc. was appointed Receiver of all the assets, undertakings and
properties of the Debtors.
2. The Receiver has completed its mandate, subject to the matters set out in the First
Report of the Receiver, and seeks the approval of its fees and disbursements and those
of its counsel, approval to distribute funds and its discharge.
3. Part XI of the BIA.
4. Section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43.
5. Such further and other grounds as the lawyers may advise.
3
-4-
THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of
the Motion:
(a) First Report of the Receiver dated March 11, 2020;
(b) Fee Affidavit of Gary Abrahamson sworn March 11, 2020;
(c) Fee Affidavit of Kenneth L. Kallish sworn March 9, 2020;
(d) Such further and other evidence as the lawyers may advise and this
Honourable Court permit.
March 16, 2020 MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2 Catherine Francis (LSO# 26900N) [email protected]
Tel: 416-369-4137 Fax: 416-864-9223 Lawyers for the Receiver, The Fuller Landau Group Inc.
TO:
THE SERVICE LIST
#4094572 | 4112412
4
B E T W E E N
ROYAL BANK OF CANADA -and- ONTARIO ORTHOTIC LAB INC., et al. Applicant Respondents
Court File No. CV-18-00610281-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE COMMERCIAL LIST
Proceeding commenced at Toronto
NOTICE OF MOTION
MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2 Catherine Francis (LSO# 26900N) [email protected]
Tel: 416-369-4137 Fax: 416-864-9223 Lawyers for the Receiver, The Fuller Landau Group Inc.
5
6
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
IN THE MATTER OF AN APPLICATION UNDER SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
BETWEEN:
ROYAL BANK OF CANADA Applicant
- and-
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. AND 9339-6497 QUEBEC INC. Respondents
FIRST REPORT OF THE COURT-APPOINTED RECEIVER OF ONTARIO ORTHOTIC LAB INC. AND PREMIER FOOTWORKS INC.
March 11, 2020
7
TABLE OF CONTENTS
I. INTRODUCTION .............................................................................................................. 1
II. BACKGROUND ................................................................................................................ 3
III. OVERVIEW OF THE RECEIVER'S ACTIVITIES ..................................................... 3
IV. ASSETS AND REALIZATIONS ..................................................................................... 7
V. BOOKS AND RECORDS STORAGE .......................................................................... 14
VI. CREDITOR CLAIMS ..................................................................................................... 15
VII. RECEIVER'S STATEMENT OF RECEIPTS AND DISBURSEMENTS ................ 18
VIII. PROFESSIONAL FEES AND DISBURSEMENTS .................................................... 18
IX. RECEIVER'S REMAINING ACTIVITIES AND DISCHARGE .............................. 19
X. PROPOSED DISTRIBUTIONS ..................................................................................... 20
XI. REQUESTS FOR APPROV AL ...................................................................................... 20
APPENDICES
"A" Receivership Order-December 13, 2018
"B" Affidavit of Peter Gordon (without exhibits)
"C" Confidential Information Memorandum, NDA, and Form of Offer
"D" Liquidation Service Agreement - Danbury Global Ltd.
"E" Agreement of Purchase and Sale with 2676927 Ontario Inc.
"F" Receiver's Demand Letters to 42 Niagara Holdings Inc. and Axiomatic Art Inc.
"G" 42 Niagara Holdings Inc. and Axiomatic Art Inc. Email Response
"H" Minden Gross LLP Letter to 42 Niagara Holdings Inc. and Axiomatic Art Inc.
"I" Niagara Holdings Inc. and Axiomatic Art Inc. Email Response
"I'' Assignment of Claim-Axiomatic Art Inc. and 42 Niagara Holdings Inc.
"K" Minden Gross LLP - Security Opinions
"L" Receiver's Statements of Receipts and Disbursements to January 31, 2020
"M" Fee Affidavit of the Receiver
"N" Fee Affidavit of Legal Counsel to the Receiver
8
I. INTRODUCTION
1. Pursuant to the Order of the Honourable Justice Penny of the Ontario Superior Court of
Justice (Commercial List) dated December 13, 2018 (the "Receivership Order"), The
Fuller Landau Group Inc. ("FLG") was appointed Receiver (the "Receiver") of all the
assets, undertakings and properties of Ontario Orthotic Lab Inc. ("00 Lab") and Premier
Footworks Inc. ("Premier"). Collectively, 00 Lab and Premier are referred to as the
"Companies". A copy of the Order is attached hereto as Appendix "A".
2. The circumstances leading to the Receiver's appointment are set out in the affidavit of Mr.
Peter Gordon, Senior Manager, Special Loans and Advisory Services Department at the
Royal Bank of Canada ("RBC") sworn December 6, 2018 (the "Affidavit"). A copy of the
Affidavit (without appendices) is attached hereto as Appendix "B".
3. In summary the Companies were in default of the credit facilities granted by RBC due to a
number of covenant breaches and continued cash flow issues and overdrafts.
4. On November 21, 2018, RBC demanded immediate payment under the credit facilities to
the Companies and delivered a Notice of Intention to Enforce Security under the
Bankruptcy and Insolvency Act ("BIA").
5. On December 3, 2018 which was the last day before the Notice of Intention to Enforce
Security would expire, the Companies each filed a Notice oflntention to make a Proposal
("NOi Proceedings") pursuant to the provisions of Part III of the BIA in which Ernst &
Young Inc. was named as Proposal Trustee.
6. As RBC was concerned with the ability of the Companies to file a successful proposal, on
December 13, 2018, RBC applied for and obtained the Receivership Order, which resulted
in the automatic deemed bankruptcy of the Companies, and the appointment of FLG as
Receiver of the property, undertakings and assets of the Companies (the "Assets").
7. This is the first and final report of the Receiver (the "First Report"). The purpose of this
First Report is to:
- 1 -
9
a) report on the Receiver's activities and events to date in the receivership since the
Receiver's appointment; and
b) request that this Court issue an Order:
i) approving this First Report and the actions and activities of the Receiver as
described in this First Report;
ii) authorizing and directing the Receiver to complete the distributions of funds
held in the receivership estates of 00 Lab and Premier to: a) Service Canada in
relation to the Wage Earner Protection Act ("WEPP") for the priority claims of
employee wages and vacation pay; and b) to RBC at the discretion of the
Receiver;
iii) approving the Receiver's Statement of Receipts and Disbursements as at
January 31, 2020;
iv) approving the fees and disbursements of the Receiver and its counsel, including
the Fee Accrual (as defined below);
v) authorizing the Receiver to destroy the Records (as defined below) unless the
Directors ( as defined below) take possession of the Records prior to March 25,
2020 or Canada Revenue Agency ("CRA") objects to the Receiver destroying
the Records; and
vi) an order discharging the Receiver upon the completion of the remaining
administrative activities described in this First Report.
8. In preparing and filing this First Report, the Receiver has been provided with and has relied
upon certain information, including unaudited and draft, internal financial information
obtained from the Companies' books and records, as well as discussions with the
Companies' former management and staff, third parties and creditors (the
"Information"). The Receiver has not audited, reviewed or otherwise attempted to verify
the accuracy or completeness of the Information and expresses no opinion, or other form
of assurance, in respect of the Information.
- 2 -
10
II. BACKGROUND
9. 00 Lab, which was incorporated pursuant to the laws of Ontario, leased its Hamilton based
head office and manufacturing facility (the "00 Lab Premises"). 00 Lab had 22 full time
and part time employees who were all terminated by 00 Lab on December 12, 2018, the
day before the Receiver's appointment.
10. 00 Lab was a manufacturer of custom foot orthotics, insoles, and specialty orthotics. It
was also a supplier of a wide variety of footwear including orthopedic, athletic, dress, and
casual styles and supplied approximately 1,200 retail orthopedic foot care clinics in
Ontario.
11. Premier, which consisted of an amalgamation of previously acquired entities, was
amalgamated pursuant to the laws of Ontario, carried on business as a retail orthopedic foot
care clinic under the brand or trade name "Walk'N Comfort" from leased premises
municipally !mown as:
c) 20 Vogell Road, Unit A, Richmond Hill, Ontario (the "Richmond Hill Premises");
and
d) 9100 Jane Street, Building A, Unit 111, Vaughan Ontario (the "Vaughan Premises")
12. Premier had 8 full time and part time employees who were all terminated by Premier on
December 12, 2018, the day before the Receiver's appointment. All the Companies'
employees were non-unionized, and the Companies did not sponsor any pension plans for
their employees.
13. All the directors and officers of the Companies resigned pnor to the Receiver's
appointment except for Mr. Wayne Cockburn. Mr. Cockburn registered his resignation as
officer and director on December 13, 2018.
III. OVERVIEW OF THE RECEIVER'S ACTIVITIES
14. The Receiver's activities since its appointment have included, inter alia, the following:
- 3 -
11
• Attending at the 00 Lab Premises, the Richmond Hill Premises, and the Vaughan
Premises most business days during the receivership, from December 13, 2018 to
January 17, 2019;
• Arranging for a locksmith to change the locks at the 00 Lab Premises and the
Richmond Hill Premises;
• Taking possession of all assets at the 00 Lab Premises and the Richmond Hill
Premises;
• Taking possession of the fixed assets, inventory and the books and records located
at the Vaughan Premises and arranging to move and consolidating same to the
Richmond Hill Premises to allow the Vaughan Premises to be immediately
surrendered to the landlord;
• Negotiating with Andrew Land Holdings Inc. and Glen Corporation, the respective
landlords of the 00 Lab Premises and the Richmond Hill Premises (the
"Landlords"), to arrange occupancy terms;
• Arranging for insurance coverage;
• Arranging for Danbury Global Ltd. to appraise the 00 Lab and Premier equipment
and inventory;
• Convening employee meetings, calls, and email correspondence during the
receivership to advise of the status of the receivership proceedings and eligibility
underWEPP;
• Providing documentation to be filed in accordance with WEPP and corresponding
with former employees in respect of same;
• Opening and maintaining two trust accounts for 00 Lab and Premier for the
purpose of this engagement;
• Preparing financial projections and estimated recovery analyses during the
receivership period and providing same to RBC;
- 4 -
12
• Drafting and filing the Notice and Statement of the Receiver pursuant to sections
245(1), 246(1), and 246(2) of the BIA;
• Corresponding with CRA to arrange payroll and HST tax audits;
• Issuing accounts receivable demand letters to the Companies' customers;
• Summarizing and reviewing the Companies' accounts receivable listing on a
weekly basis and responding to Moneris with supporting documents pertaining to
credit card chargeback disputes;
• Issuing demand letters to related entities for debts owing to 00 Lab and Premier;
• Corresponding with MNP Ltd. in their capacity as Trustee of the Estate of J.
Slawner Ltee. ("Slawner") and completing proofs of claims and attending creditor
and inspector meetings in the Slawner estate;
• Securing and obtaining a back-up of the Company's computers and servers and
arranging ongoing IT services;
• Coordinating the packing and removal of the Companies' books and records located
at the 00 Lab Premises and the Richmond Hill Premises;
• Providing status updates to RBC throughout the proceedings;
• Disclaiming the 00 Lab Premises and Richmond Hill Premise leases on February
25, 2019 and March I, 2019 respectively, and corresponding with the respective
Landlords regarding same;
• Mailing 2018 T4s and Records of Employment to all former employees;
• Filing HST returns on a monthly basis;
• Responding to numerous creditor and employee inquiries;
• Carrying out an abbreviated and focused Sales Process (as described in further
detail below);
• Preparing a confidentiality agreement and sales teaser (the "Teaser") and providing
same to prospective purchasers;
- 5 -
13
• Compiling a list of prospective purchasers and circulating the Teaser and
confidentiality agreement to the list of prospective purchasers and liquidators;
• Corresponding with and meeting with prospective purchasers regarding the sales
process and due diligence requests;
• Reviewing 6 offers ("Offers") received on January 9, 2019, the offer deadline;
• Corresponding with RBC and Minden Gross, counsel to the Receiver, regarding the
Offers;
• Reviewing and commenting on the draft asset purchase agreement from 2676927
Ontario Inc. who submitted the best offer for the intellectual property assets by the
Offer deadline;
• Posting notice of the purchase and sale of Premier's patient records to 2676927
Ontario Inc. in compliance with Personal Health Information Protection Act, 2004;
• Reviewing and negotiating the asset liquidation agreement with Danbury Global
Ltd.;
• Arranging for the auction and sale ofOO Lab's and Premier's inventory and fixed
assets;
• Reviewing and approving the final accounting from Danbury Global Ltd.
pertaining to the timed online auction and liquidation sale;
• Taking steps to collect the Companies outstanding accounts receivable including
outstanding indebtedness from related entities:
• Executing an assignment to RBC of the Receiver's respective claims against 42
Niagara Holdings Inc. and Axiomatic Art Inc (as further described below in the
Assets and Realizations section);
• Identifying the creditors who had priority claims and, where appropriate, making
payments to those creditors.
• Performing all other matters with respect to the Receiver's appointment pursuant
to the Receivership Order, including without limitation, preparing this First Report.
- 6 -
14
IV. ASSETS AND REALIZATIONS
15. At the date of the Receiver's appointment a summary of the Companies' assets as indicated
in their respective internal financial statements is set-out below:
Premie·r Fo·o·t:w_Ork_S_inC·; Net book Vnlue Recovery Net book Value Recovery Total
$ $ $ $ Recovery Asset (Dec 13, 2018) (Dec 31, 2019) (Dec 13, 2018) (Dec 31, 2019) $ Cash 18,726 7,487 9,438 28,164 Accounts Receivable 325,296 240,801 24,422 2,175 242,976 Inventoty 307,926 54,022 362,017 63,512 117,533 Fixed Assets 343,314 169,160 114,875 56,602 225,762 Goodwi11 and Intangibles 1,932,101 27,335 2,061,519 29,165 56,500 Prepaids 21,469 8,713 37,287 889 9,602 Related-party Receviables:
Slavm.er Ltee. 863,525 57,848 94,318 6,318 64,167 42 Niagara Holdings Inc. 42,523 ongoing Axiomatic Art Inc. 210,390 ongoing Veba Sock Company Inc. 652,073 uncollectible Premier Footworks Inc. 100,500 uncollectible Medic Holdings Inc. 1,636,795 uncollectible
6,435,912 576,605 2,701,925 168,099 744,704 *
'" Excludes reimbursement from Ernst & Young Inc.
Sales Process
16. The majority of benefits providers/insurance companies require that custom orthotics are
delivered and fitted to the patient before a bill for reimbursement can be submitted by the
patient to the insurance company. A significant number of patients wait until the end of the
calendar year before using their yearly insurance benefits, and for that reason November
and December are 00 Lab's two busiest months for orthotic orders and sales.
17. At the date of Receivership, 00 Lab had approximately 890 custom orthotic orders in its
production queue. The orders in queue would have minimal or no value to 00 Lab or
another orthotic manufacturer after the end of the 2018 calendar year. Due to the
termination of the Companies' employees and significant occupation expenses for the
premises, the Receiver was left with a short window to attempt to find another orthotic lab
or manufacturer to potentially purchase and transfer the existing 00 Lab orders to, as well
as all Assets required as part of a going concern sale.
18. Certain competitors of the Companies contacted the Receiver shortly after the date of its
appointment expressing a strong interest in completing due diligence on the Companies
- 7 -
15
and Assets, and potentially pursuing a going concern transaction for the Assets.
19. As a result of the above, the Receiver developed an abbreviated and focused sales process
("Sales Process") the terms of which are described in the Receiver's Confidential
Information Memorandum ("CIM"), with a view toward maximizing creditor and
stakeholder value through a possible going concern sale of the 00 Lab and Premier
business and Assets.
20. The Sales Process began informally on December 17, 2018, with a focused distribution to
potential investors and competitors who the Receiver and the Companies former
management and employees believed may have an interest in bidding on either of the
Companies or the Assets.
21. In addition to the solicitation of potential investors and competitors, the Receiver also
contacted four liquidators to attend at the 00 Lab Premises and the Richmond Hill
Premises and requested liquidation proposals for the Assets.
22. A deadline for the submission of offers was set for January 9, 2019 (the "Bid Deadline"),
although the Receiver outlined in the CIM that it reserved its right to accept & close a
transaction prior to the Bid Deadline in its sole discretion. A copy of the CIM including
the non-disclosure agreement and form of offer is attached hereto as Appendix "C". The
Receiver requested offers to be submitted for three classes or parcels of Assets, namely: (i)
Fixed Assets/Equipment and Machinery; (ii) Inventory; and (iii) Intellectual Property
( customer lists, trademarks, websites/domains,) or on an en bloc basis.
23. Although the timelines under the Sales Process were tight, the Receiver was of the view
that they were appropriate in the circumstances given: (i) time sensitivities related to the
business, its customers, and former employees and (ii) the significant funding necessary
for the continued occupation of the 00 Lab Premises and the Richmond Hill Premises.
The aggregate purchase price for the sale of the Assets described below was less than the
$500,000 threshold established under the Receivership Order, and therefore did not require
the approval of the Court.
24. At the Bid Deadline, six offers were submitted by interested parties as follows:
- 8 -
16
• 2 offers for the Intellectual Property parcel;
• 1 en bloc offer for all three parcels; and
• 3 liquidator proposals.
25. Three out of the four liquidators attended at the 00 Lab Premises and the Richmond Hill
Premises. However, only two of the liquidators submitted an auction proposal for all assets
in parcels 1 and 2. One liquidator submitted an offer for only inventory/parcel 2.
26. After reviewing the three offers and the three liquidator proposals, the Receiver determined
that the highest and best recovery for the estate would be generated by accepting Danbury
Global Ltd.'s ("Danbury") liquidation/auction proposal (as described in greater detail
below) for parcel 1 and 2 (the "Danbury Liquidation Proposal") and accepting the offer
of2676927 Ontario Inc. for parcel 3.
27. Certain of the key terms of the Danbury Liquidation Proposal were:
a) A combined net minimum guarantee of $173,000 consisting of:
• Retail liquidation sale - $100,000 for all inventory; and
• Timed Online Auction - $73,000 for all machinery and equipment
b) That after the payment of the net minimum guarantee to the Receiver, Danbury would
be entitled to:
• Retail liquidation sale - an expense budget of $46,000 and a commission of 10%
on all Gross Sales of inventory;
• Timed Online Auction - an expense budget of $16,000 and 15% on proceeds
greater than $89,000,
with the balance of the proceeds due to the estate.
28. On January 12, 2019, the Receiver entered into an agreement with Danbury in accordance
with the terms of the Danbury Liquidation Proposal. A copy of the executed agreement
with Danbury is attached hereto as Appendix "D".
29. On February 11, 2019, Danbury held the auction. From January 19, 2019 to February 26,
- 9 -
17
2019, Danbury held the retail liquidation sale for the inventory. The auction and retail
liquidation sale both generated proceeds in excess of the Receiver's expectations and
Danbury's estimate. Danbury paid to the Receiver net sale proceeds in the total amount of
$225,762.25 for the fixed assets from the auction sale and $117,533.47 for the inventory
from the retail liquidation sale.
Intellectual Property Sale
30. Two offers were received by the Receiver for the intellectual property of the Companies,
the highest and best offer was from 2676927 Ontario Inc. in the amount of $50,000 plus
HST. The offer was for all 00 Lab and Premier websites/domains, 00 Lab phone number,
wood orthotic mould library, 00 Lab and Premier signage and marketing material, 00
Lab customer list, and the Premier patient records.
31. The Receiver, with the assistance of its legal counsel, negotiated tenns of an Agreement
Purchase and Sale with 267 ("267 APS"). On January 21, 2019, the 267 APS was executed
and the transaction closed. A copy of the 267 APS is attached hereto as Appendix "E".
Collection of Accounts Receivable
32. As of the date of the Appointment Order, 00 Lab's books and records disclosed accounts
receivable in the amount of $325,296.46.
33. In order to collect the outstanding accounts receivable, the Receiver retained certain of 00
Lab's former employees to assist with the Receiver's collection efforts and to process credit
card payments for those 00 Lab customers who paid their balances with a credit card.
Further, the Receiver contacted certain ofOO Lab's customers directly.
34. As of the date of this Report, the Receiver has collected $240,801.14 in respect of 00
Lab's accounts receivable and $2,175 in respect of Premier's accounts receivable. During,
the course of its collection efforts the Receiver was advised by many of 00 Lab's
customers that they were disputing balances owed or claiming an offsetting reduction for
the following reasons:
- 10 -
18
a) 00 Lab's standard 6-month warranty on orthotic insoles would no longer be
honoured and there would be no ability for 00 Lab or another party to complete
required modifications or refurbishments for patients if required;
b) Customer moulds, products, and shoes being lost or unaccounted for at the 00 Lab
Premises, resulting in 00 Lab customers having to incur the cost of replacing items
for their patients or incurring additional expense to re-cast lost patient foot moulds;
c) Lost business/profit for orthotic orders that were not completed by 00 Lab before
December 31, 2018 and which could not be completed by another orthotic
manufacturer before December 31, 2018; and
d) Courier chargebacks to 00 Lab customers for shipping charges which 00 Lab
incurred to ship products and which 00 Lab is responsible for pursuant to their sale
terms.
35. The Receiver on a case by case basis negotiated settlements with 00 Lab customers for a
reduced payment amount to avoid incurring increased further professional fees and legal
costs.
36. As of the date of this report, the Receiver is still in the process of attempting to collect the
remaining accounts receivable totaling approximately $40,064.
Intercompany Receivables - Slawner
37. Slawner fabricated and sold orthopedic products from six locations in the province of
Quebec. Slawnerwas one of four wholly owned subsidiaries ofOO Lab's parent company,
Medic Holdings Corp. ("Medic").
38. Slawner was dependant primarily on 00 Lab, Premier and Medic to support its operations
and supply the funding necessary to cover its operating costs.
39. As of the date of the Receivership, the books and records of 00 Lab indicated an
outstanding indebtedness due from Slawner in the amount of $863,524.53. The books and
records of Premier indicated an outstanding indebtedness due from Slawner in the amount
of$94,3!8.
- 11 -
19
40. On December 28, 2018 shortly after its appointment, the Receiver issued demand letters to
Slawner for the amounts due. Slawner did not pay the above amounts.
41. On February 19, 2019, Slawner filed a Notice of Intention with the Official Receiver and
MNP Ltd. was appointed as Trustee.
42. On March 22, 2019, following the completion of the sale of all of the assets and
undertakings ofSlawner, Slawner filed an assignment in bankruptcy. FLG, in its respective
capacities as Receiver of 00 Lab and Premier, completed and filed proof of claims with
the Trustee in the Slawner bankruptcy.
43. The Receiver has received an interim dividend of $57,848.31 from the Slawner estate to
00 Lab and $6,318.39 as an interim dividend to Premier. The Slawner bankruptcy is on
going, and the Receiver estimates a final distribution to 00 Lab and Premier in the range
of $20,000 to $30,000.
Intercompany Receivables - 42 Niagara Street Holdings Inc. and Axiomatic Art Inc.
44. 42 Niagara Street Holdings Inc. ("Holdings") and Axiomatic Art Inc. ("Axiomatic") are
both incorporated pursuant to the laws of Ontario. Both corporations are owned and
controlled by Mr. Pierre Gagnon, who was a former director of 00 Lab.
45. As of the date of Receivership, the books and records of 00 Lab indicate an outstanding
indebtedness due from Holdings of$42,523 and from Axiomatic of$210,390.
46. On December 28, 2018, shortly after its appointment, the Receiver issued demand letters
to Holdings and Axiomatic for the amounts due. Holdings and Axiomatic did not pay the
above amounts. A copy of the Receiver's demand letters dated December 28, 2018 are
attached hereto as Appendix "F"
47. The Receiver received an email on January 2, 2019 from Mr. Gagnon disputing that any
amounts were owed to 00 Lab by Holdings and Axiomatic and requested details regarding
the indebtedness owing. A copy of Mr. Gagnon's January 2, 2019 email is attached hereto
as Appendix "G".
48. On May 31, 2019, the Receiver's legal counsel wrote to both Holdings and Axiomatic and
- 12 -
20
provided a ledger statement obtained by the Receiver from the books and records of 00
Lab. A copy of the May 31, 2019 letters to Holdings and Axiomatic are attached hereto as
Appendix "H".
49. On July 29, 2019, Mr. Gagnon wrote to the Receiver's legal counsel once again disputing
that any amounts are owed to 00 Lab by Holdings and Axiomatic. A copy of Mr. Gagnon's
July 29, 2019 emails are attached hereto as Appendix "I".
50. In light of the responses received from Holdings and Axiomatic, the Receiver considered
its options including the possibility of commencing and pursuing court actions against
Holdings and Axiomatic to attempt to collect the outstanding indebtedness.
51. In order to avoid incurring further professional fees, including legal fees, the Receiver
following discussions with RBC, and pursuant to paragraph 5(i) of the Receivership Order,
executed an assignment of its interest in the above claims against Holdings and Axiomatic
to RBC on February 18, 2020. A copy of the executed assignment is attached hereto as
Appendix "J".
Intercompany Receivables - Veba Sock Company Ltd.
52. Veba Sock Company Ltd. ("Veba") was incorporated pursuant to the laws of Ontario on
July 24, 2012. Veba was one of the four wholly owned subsidiaries of 00 Lab's parent
company, Medic. Veba operated out of the 00 Lab premises and was involved in the
distribution of medical hosiery and socks, sport-specific socks, and compression protection
products.
53. Veba was dependant exclusively on 00 Lab to support its operations and supply the flmds
necessary to cover its operating disbursements.
54. As of the date of Receivership, the books and records of 00 Lab indicated an outstanding
indebtedness due from Veba of$652,073.
55. Veba was adjudged bankrupt on December 13, 2018. Ernst & Young Inc. ("EY") was
appointed as the Licensed Insolvency Trustee. There are nominal recoveries in the Veba
bankruptcy such that after the professional fees ofEY, there will be no available funds for
- 13 -
21
the creditors.
Intercompany Receivables - Premier Footworks Inc.
56. As noted in the below sections (Creditor Claims and Proposed Distribution), RBC has
security over all of the assets of Premier. There will be a significant shortfall to RBC. As a
result, there will be no funds available for any other creditors of Premier.
Intercompany Receivables - Medic Holdings Corp.
57. Medic Holdings Corp. was incorporated pursuant to the laws of Ontario on April 18, 2011.
Medic is the parent company and holds the majority of the common shares of 00 Lab,
Premier, Veba, and Slawner.
58. As of the date of Receivership, the books and records of 00 Lab indicate an outstanding
indebtedness due from Medic of approximately $1,636,795.
59. Medic was adjudged bankrupt on December 13, 2018. The Receiver was also appointed as
the Licensed Insolvency Trustee of Medic. To date there have been nominal recoveries in
the Medic bankruptcy estate and the projected future recoveries are anticipated to be
nominal. As noted in the below section (Creditor Claims - Source Deductions), CRA
appears to have a priority source deduction claim and as a result there will be no available
funds for creditors.
V. BOOKS AND RECORDS STORAGE
60. The Companies have almost 400 boxes of books and records (the "Records") that are
currently located at a storage facility.
61. Based on the Receiver's review of the Records catalogue, the contents of the majority of
the boxes are dated, and the books and records range from 2004-2018.
62. Most of the Records are not required to complete the administration of the receivership.
The Receiver will retain certain required Records, including but not limited to the
outstanding accounts receivable, the Records relating to the Holdings and Axiomatic
indebtedness, and Records required to obtain the release of post receivership period HST
refunds. EY, as Trustee, may require certain records to administer the 00 Lab, Premier,
- 14 -
22
and Veba bankruptcy proceedings. The Receiver has notified BY on February 5, 2020 of
its intention to dispose of the Records. As of the date of this report, BY has not requested
any of the boxes of Records currently in storage.
63. Pursuant to Rule 68 of the BIA, unless the Court orders otherwise, a Licensed Insolvency
Trustee must keep books and records relating to the administration of the estate and shall,
only after being discharged and in accordance with the provisions of the BIA, dispose of
such books and records.
64. The storage cost for the Records is approximately $100 a month. The costs of these
proceedings are being borne by RBC, which will suffer a significant shortfall.
65. On February 25, 2020 the Receiver sent a letter to the Companies' former directors, Wayne
Cockburn and Pierre Gagnon ("Directors") providing notice that the Records, other than
those required by BY, in its sole discretion, will be destroyed unless the Directors within
30 days following the sending of such notice respond and notify the Receiver of their
intention to obtain any of the Records, at their cost.
66. In addition, the Receiver also notified the CRA on February 25, 2020 of the Receiver's
intention to destroy the Records.
67. The Receiver proposes to arrange for the destruction of the Records unless: (i) the Directors
take possession of them by no later than March 26, 2020; or (ii) CRA issues an objection.
If CRA objects, the Receiver will work with CRA to resolve the issue, failing which the
Receiver may seek the advice and direction of the Court.
68. The Receiver believes that it is appropriate for the Court to issue an order authorizing the
Receiver to destroy the Records in accordance with the terms hereof.
VI. CREDITOR CLAIMS
Property Claims
69. Due to the nature of 00 Lab and Premier's operations, as of the date of the Receiver's
appointment there was a considerable number of third-party property primarily consisting
of:
- 15 -
23
i. customer owned footwear or orthotic insoles/arches that had been left at either the
00 Lab Premises or the Richmond Hill Premises for modification work; and
11. foam casts that had been shipped to the 00 Lab Premises from various footcare
clinics or medical professionals for completion of patient orthotic orders.
70. Numerous property claims have been received since the Receiver's appointment. The
Receiver reviewed these claims along with supporting documentation provided and
released property to owners where claims were supported by documentation. To the best
of its ability the Receiver also contacted certain owners or clinics in instances where items
had the owners contact information on it. A number of items were unclaimed where the
Receiver was unable to contact or reach owners. These items of unclaimed footwear and
foam casts were disposed ofby the Receiver when it vacated the 00 Lab Premises and the
Richmond Hill Premises. As of the date of this First Report, no property claims asserting
entitlement to any property located on the 00 Lab Premises or Richmond Hill Premises
umelated to the businesses of 00 Lab and Premier has been received by the Receiver.
30 Day Goods Claim
71. One 30-day goods claim was received by the Receiver. As the Claimant making the 30-
day goods claim did not meet tlie requirements of section 81.1 (1) of the BIA the claim was
disallowed by the Receiver.
Source Deductions
72. A payroll trust examination of 00 Lab and Premier was conducted by Canada Revenue
Agency on June 6, 2019 which indicated no source deduction arrears as at the date of
receivership.
73. On February 28, 2020 CRA issued a letter advising EY that CRA has processed a 2017 T4
slip to 00 Lab's account creating a balance due of $51,522.46 plus possible interest and
penalties. The 2017 T4 slip in question was not on file or in 00 Lab's records at the time
the payroll trust examination was conducted.
74. The Receiver has reviewed 00 Lab's payroll records and has corresponded with the
employee in question. It appears based on the Receiver's review ofOO Lab's records and
- 16 -
24
discussions with the employee in question that he was employed and paid by Medic, a
related company in 2017 and not by 00 Lab. The Receiver has been advised that Medic's
management decided to issue the 2017 T4 slip in question utilizing 00 Lab's payroll
account as Medic did not have a payroll account.
75. The Receiver is working with the CRA to have the source deduction arrears relating to this
employee reversed from 00 Lab's payroll account and posted to Medic's account.
76. Until fully resolved, the Receiver has held back as a reserve, $55,000 to satisfy the potential
CRA priority trust claim.
Secured employee wage claim under Section 81.4 of the BIA
77. With respect to the secured portion ofOO Lab's employees' claims for unpaid wages and
vacation pay, the Receiver has reviewed the claims of all former employees, issued the
appropriate notices and application fonns under WEPP, and corresponded with Service
Canada regarding WEPP claims.
78. As a result, the Receiver has determined that former 00 Lab employees received payments
in the amount of $105,828.59 from Service Canada with respect to WEPP, and that the
priority component of the WEPP payments subject to the employee priority charge as
defined in section 81.4 of the BIA is $42,487.54.
79. The Premier employees received payment in the amount of $65,971.31 from Service
Canada, and the priority component of the WEPP payments subject to the employee
priority charge as defined in section 81.4 of the BIA is $28,921.10.
80. As a result, the Receiver proposes to distribute a total of $71,408.64 from the available
funds on hand to Service Canada.
RBC's Secured Claim
81. 00 Lab's outstanding indebtedness to RBC as at December 6, 2018 was $3,782,551.82.
82. Minden Gross LLP ("Minden") has provided the Receiver with a legal opinion (the "00
Lab Security Opinion") confirming the validity and enforceability of the security held by
RBC pursuant to the General Security Agreement between RBC and 00 Lab dated April
- 17 -
25
8, 2011 (the "00 Lab Security Agreement") .
83. Minden has also provided the Receiver with a legal opinion (the "Premier Security
Opinion") confirming the validity and enforceability of the security held by RBC pursuant
to the General Security Agreement between RBC and Premier dated April 8, 2011 (the
"Premier Security Agreement"). Minden has advised the Receiver that, subject to the
usual qualifications and assumptions, it is of the opinion that the 00 Lab Security
Agreement and Premier Security Agreement constitute legal, valid and binding obligations
in favour ofRBC. Copies of the 00 Lab Security Opinion and Premier Security Opinion
are attached hereto as Appendix "K".
84. As will be described below, RB C's secured claim far exceeds the amounts collected by the
Receiver to date and any remaining amounts that may be collected.
HST
85. As noted above, on December 13, 2018, this Court issued an order in respect of the
Companies, terminating the 30-day statutory period in respect of the NOI proceedings and
deeming the Companies by section 50.4(11) of the BIA to have made an assigmnent in
bankruptcy. Accordingly, amounts due for HST are not a priority claim in the receivership
estates.
VII. RECEIVER'S STATEMENT OF RECEIPTS AND DISBURSEMENTS
86. Attached hereto as Appendix "L" is the Receiver's Statement of Receipts and
Disbursements (the "Statement"). The Statement reflects the activity in the Receiver's
trust account from the date of the Receivership Order to January 31, 2020.
87. The Statement shows that before payment of outstanding professional fees and
disbursements the receipts exceed disbursements by $439,110.73. After the payment of
outstanding professional fees including the Fee Accrual, (defined below) $384,577.23 is
available for distribution.
VIII. PROFESSIONAL FEES AND DISBURSEMENTS
88. The Receiver seeks the approval of its professional fees and disbursements and the fees
- 18 -
26
and disbursements of its legal counsel.
89. Attached as Appendix "M" is a copy of the Receiver's detailed statements of account for
the period December 8, 2018 to October 31, 2019 together with a summary of the time
charges and applicable hourly rates and an Affidavit of Gary Abrahamson in cormection
with the Receiver's fees and disbursements.
90. The Receiver requests approval of its fees and disbursements in the amount of $184,240.17
( comprising paid and unpaid fees of $158,385.00, disbursements of $4,659.41, and HST
of $21,195.76) covering the period December 8, 2018 to October 31, 2019.
91. Attached as Appendix "N" is a copy of the Receiver's legal counsel, Minden Gross LLP
detailed statement of accounts for the period of December 13, 2018 to January 8, 2020
together with a summary of the time charges and applicable hourly rates, and the Affidavit
of Ken Kallish in cormection with same.
92. The Receiver has reviewed the detailed statements of account provided by counsel and
confirms that the services detailed in those documents were in fact provided to the
Receiver. The Receiver is of the view that the time and disbursements incurred, and hourly
rates charged by counsel are fair and reasonable in all respects. The Receiver respectfully
requests approval of Minden's fees and disbursements in the amount of $31,693.55
( comprising paid and unpaid fees of $26,395, disbursements of $1,652.38 and HST of
$3,646.17).
IX. RECEIVER'S REMAINING ACTIVITIES AND DISCHARGE
93. The Receiver's remaining activities (the "Remaining Activities") to complete the
administration of the receivership principally comprise:
a) attending at Court with respect to this Motion;
b) distributing funds to Service Canada in relation to the WEPP for priority employee
wages/vacation pay and to the RBC;
c) corresponding with 00 Lab's customers on the status of payment of the outstanding
accounts receivables and distributing any Potential Future Collections (as defined
below) to RBC;
• 19 •
27
d) corresponding with the Trustee of Slawner on the status of the payment of final
distribution to creditors and distributing and additional recovery from the Slawner
estate to RBC;
e) filing the receiver's Section 246 (3) report pursuant to the BIA and outstanding HST
Returns; and
f) completing any other administrative matters necessary to the Receiver's discharge.
94. Provided that there is no opposition to the relief sought in this First Report, and provided
that such relief is granted, the Receiver estimates that the additional fees and disbursements
for itself and its counsel to complete this Receivership proceeding will be $20,000,
excluding disbursements and HST ( collectively, the "Fee Accrual").
95. The Receiver proposes that once it has completed the Remaining Activities, it be permitted
to file a certificate confirming as much and that it be discharged upon filing that certificate.
X. PROPOSED DISTRIBUTIONS
96. Based on the actual receipts and disbursements to date, as well as the anticipated
disbursements to be paid, $240,000 is currently available for distribution (the "Available
Funds") to RBC. Further, this amount will increase if the Receiver collects any further
amounts in respect ofOO Lab's outstanding accounts receivable or additional distributions
from the Slawner bankruptcy estate (the "Potential Future Collections").
97. As RBC's secured claim greatly exceeds the Available Funds and the Potential Future
Collections, there are insufficient funds in the estate to repay RBC in full and that there
will be no funds available for any other creditors of 00 Lab and Premier.
98. The Receiver therefore requests this Court's approval to distribute to Service Canada
$71,408.64 and to RBC (i) $240,000 of the Available Funds; (ii) any Potential Future
Collections tlmt may be collected, up to the amount ofRBC's outstanding indebtedness.
XI. REQUESTS FOR APPROVAL
99. The Receiver respectfully recommends and requests that this Court grant an Order:
- 20 -
28
a) approving the Receiver's First Report and the actions and activities as described
herein;
b) approving the Receiver's Statement of Receipts and Disbursements as at January 31,
2020;
c) approving a distribution of funds held in the receivership estates to Service Canada
in relation to the WEPP for the priority claims of employee wages and vacation pay
totaling $71,408.64, and to RBC as secured creditor in the amount of $240,000;
d) approving any future distribution to RBC from the Potential Future Collections and
the balance of funds held by the Receiver up to the amount of RBC's outstanding
indebtedness;
e) approving the fees and disbursements of the Receiver and its counsel, including the
Fee Accrual;
f) authorizing the Receiver to destroy the Records unless the Directors take possession
of the Records prior to March 25, 2020 or Canada Revenue Agency ("CRA") objects
to the Receiver destroying the Records; and
g) declaring that, effective upon completing the Remaining Activities and the filing of a
Receiver's Certificate attached hereto as Schedule "A", the Receiver will have
completed its duties and be discharged.
All of which is respectfully submitted this 11th day of March, 2020.
11zfJLU ½~ The Fuller Landau Group Q~c. in its capacity as Court appointed Receiver of Ontario Orthotic Lab Inc. and Premier Footworks Inc.
- 21 -
APPENDIX "A"29
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE )
)
)
THURSDAY, THE 13TH
DAY OF DECEMBER, 2018 JUSTICE
ROY AL BANK OF CANADA
- and -
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMP ANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Applicant
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
ORDER (appointing Receiver)
THIS APPLICATION made by Royal Bank of Canada ("RBC") for an Order pursuant
to sections 50.4(11 ), 57 .1 and 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3,
as amended (the "BIA") and section I 01 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as
amended (the "CJA") to, amongst other things, appoint The Fuller Landau Group Inc. ("FLG")
as receiver (in such capacity, the "Receiver") without security, of all the assets, undertakings and
properties of each of Ontario Orthotic Lab Inc. (the "Borrower") and Premier Footworks Inc.
(the "Secured Guarantor", and together with the Borrower, the "Debtors") acquired for, or
30- 2 -
used in relation to a business carried on by any of the Debtors, was heard this day at 330
University Avenue, Toronto, Ontario.
ON READING the affidavit of Peter Gordon sworn December 6, 2018 and the exhibits
thereto, and on hearing the submissions of counsel for RBC and such other counsel as were
present and list on the Counsel Slip, no one appearing for any other person on the service list
although duly served as appears from the affidavit of service of Alyssa Gebert sworn December
6, 2018, the affidavit of service of Kyle Plunkett sworn December 7, 2018 and the affidavit of
service of Eunice Baltkois sworn December 7, 2018, and on reading the consents of FLG to act
as: (i) the trustee of the Ontario Parent Guarantor (as defined herein); and (ii) the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the notice of application and the
application record is hereby abridged and validated so that this application is properly returnable
today and hereby dispenses with further service thereof.
TERMINATION OF NOi PROCEEDINGS AND RELATED RELIEF
2. THIS COURT ORDERS AND DECLARES terminated the 30-day statutory period
specified by section 50.4(8) of the BIA ( or any extension thereof granted under section 50.4(9)
of the BIA) in respect of the notices of intention to make a proposal filed on December 3, 2018
(each an "NOi") by the Borrower, the Secured Guarantor, Medic Holdings Inc. (the "Ontario
Parent Guarantor") and Veba Sock Company Inc. (the "Veba Guarantor"), such that, for
greater certainty, each of the Borrower, the Secured Guarantor, the Ontario Parent Guarantor and
the Veba Guarantor is deemed by section 50.4(11) of the BIA to have made an assignment in
bankruptcy effective immediately.
3. THIS COURT ORDERS that pursuant to section 57.1 of the BIA, FLG is hereby
appointed as trustee of the Ontario Parent Guarantor in lieu of the trustee appointed under the
NOi filed by the Ontario Parent Guarantor.
31- 3 -
APPOINTMENT
4. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of
the CJA, FLG is hereby appointed Receiver, without security, of all the assets, undertakings and
properties of each of the Debtors acquired for, or used in relation to a business carried on by any
of the Debtors, including all proceeds thereof (the "Property").
RECEIVER'S POWERS
5. 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;
(c) to manage, operate, and carry on the business of the Debtors, or any one of
them, 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 any of the
Debtors;
( 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
32- 4 -
of the Receiver's powers and duties, including, without limitation, those
conferred by this Order;
(e) to make payment of any and all costs, expenses and other amounts that the
Receiver determines, in its sole discretion, are necessary or advisable to
preserve, protect or maintain the Property, including, without limitation,
taxes, municipal taxes, insurance premiums, repair and maintenance costs,
costs or charges related to security, management fees and any costs and
disbursements incurred by any manager appointed by the Receiver;
(f) to purchase or lease such machinery, equipment, inventories, supplies,
premises or other assets to continue the business of the Debtors, or any
one of them, or any part or parts thereof;
(g) to receive and collect all monies and accounts now owed or hereafter
owing to any of the Debtors and to exercise all remedies of the Debtors, or
any one of them, in collecting such monies, including, without limitation,
to enforce any security held by any of the Debtors;
(h) to settle, extend or compromise any indebtedness owing to any of the
Debtors;
(i) to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Property (including, without limitation and for
greater certainty, in respect of any securities in which any of the Debtors
may have an interest), whether in the Receiver's name or in the name and
on behalf of any of the Debtors, for any purpose pursuant to this Order;
U) 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 any of the Debtors, 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;
33- 5 -
(k) 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;
(I) 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 $500,000, 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;
and in each such case notice under subsection 63(4) of the Ontario
Personal Property Security Act, or such other equivalent statute in other
jurisdictions as may be applicable, shall not be required;
(m) 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;
(n) 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;
( o) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
(p) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
34- 6 -
on behalf of and, if thought desirable by the Receiver, in the name of any
of the Debtors;
( q) to enter into agreements with any trustee in bankruptcy appointed in
respect of any of the Debtors, including, without limiting the generality of
the foregoing, the ability to enter into occupation agreements for any
property owned or leased by any of the Debtors;
(r) to exercise any shareholder, partnership, joint venture or other rights
which any of the Debtors may have;
(s) to file an assignment in bankruptcy with the Official Receiver on behalf of
any of the Debtors; and
(t) 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 Debtors, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
6. THIS COURT ORDERS that (i) each of the Debtors, (ii) all of each of the Debtors'
current and former directors, officers, employees, agents, accountants, legal counsel and
shareholders, and all other persons acting on any of the Debtors' instructions or behalf, and (iii)
all other individuals, firms, corporations, governmental bodies or agencies, freight forwarders,
brokers, other third-party logistics providers, warehouses, third party warehouses or other entities
of any nature 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.
7. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
35- 7 -
records, and any other papers, records and information of any kind related to the business or
affairs of any of the Debtors, 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.
8. 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 al I 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.
9. 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
36- 8 -
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
10. 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 ANY OF THE DEBTORS OR THE PROPERTY
11. THIS COURT ORDERS that no Proceeding against or in respect of any of the Debtors
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 any of the Debtors or the Property are hereby stayed and suspended pending further Order of
this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
12. THIS COURT ORDERS that all rights and remedies against each of the Debtors, 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 any of the Debtors to
carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the
Receiver or any of the Debtors 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
13. 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 any of the Debtors, without written consent of the
Receiver or leave of this Court.
37- 9 -
CONTINUATION OF SERVICES
14. THIS COURT ORDERS that all Persons having oral or written agreements with any of
the Debtors 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 any of the Debtors 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
each of the Debtors' 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 Debtors 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
15. 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 aII 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
16. THIS COURT ORDERS that 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.
38- 10 -
PIPEDA
17. 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 Debtors, and shall return all
other personal information to the Receiver, or ensure that all other personal information is
destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
18. 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.
39- 11 -
LIMITATION ON THE RECEIVER'S LIABILITY
19. 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
20. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid
their reasonable fees and disbursements, in each case at their standard rates and charges unless
otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to
the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on
the Property, as security for such fees and disbursements, both before and after the making of
this Order in respect of these proceedings, and that the Receiver's Charge shall form a first
charge on the Property in priority to all security interests, trusts, liens, charges and
encumbrances, statutory or otherwise, in favour of any Person, but subject to sections 14.06(7),
81.4(4), and 81.6(2) of the BIA.
21. 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.
22. 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
23. 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
40- 12 -
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.
24. 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.
25. 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.
26. 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 part passu basis, unless otherwise agreed
to by the holders of any prior issued Receiver's Certificates.
SERVICE AND NOTICE
27. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the
"Protocol") is approved and adopted by reference herein and, in this proceeding, the service of
documents made in accordance with the Protocol (which can be found on the Commercial List
website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice
commercial/) shall be valid and effective service. Subject to Rule 17.05 of the Rules of Civil
Procedure (the "Rules") this Order shall constitute an order for substituted service pursuant to
Rule 16.04 of the Rules. Subject to Rule 3 .01 ( d) of the Rules and paragraph 21 of the Protocol,
service of documents in accordance with the Protocol will be effective on transmission. This
41- 13 -
Court further orders that a Case Website shall be established in accordance with the Protocol and
shall be accessible by selecting the Debtors' name from the active files menu on the following
_, #lj!ff&A U2, !AJ~1A
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 Debtors' creditors or other interested parties at their respective addresses as
last shown on the records of the Debtors 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
29. 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.
30. THIS COURT HEREBY REQUESTS the aid and recognition of any Person, court,
tribunal, regulatory or administrative body located or having jurisdiction in Canada or in the
United States, as applicable, to give effect to this Order and to assist the Receiver and its agents
in carrying out the terms of this Order. All Persons, 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.
31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in carrying out the terms of this Order, and
that the Receiver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jurisdiction outside
Canada.
42- 14 -
32. THIS COURT ORDERS that RBC shall have its costs of this application, up to and
including entry and service of this Order, provided for by the terms of RBC's security or, if not
so provided by RBC's security, then on a substantial indemnity basis to be paid by the Receiver
from the Debtors' estate with such priority and at such time as this Court may determine.
33. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not less than seven (7) days' notice to the Receiver and to any other party
likely to be affected by the order sought or upon such other notice, if any, as this Court may
order.
34. THIS COURT ORDERS that a copy of this Order be placed in the following Court
files: 32-2450927, 32-2450923, 32-2450948 and 34:-2451034.
ENTERED AT / A TORONTO ON/ BOOK NO: LE/ REGISTl4.E NO:
DEC 1 3 2018
PER/ PAR:
43
SCHEDULE "A"
RECEIVER CERTIFICATE
CERTIFICATE NO. ------
AMOUNT$ ----------
1. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver (the
"Receiver") of all the assets, undertakings and properties that Ontario Orthotic Lab Inc. (the
"Borrower") and Premier Footworks Inc. (the "Secured Guarantor", and together with the
Borrower, the "Debtors") acquired for, or used in relation to a business carried on by any of the
Debtors, including all proceeds thereof ( collectively, the "Property") appointed by Order of the
Ontario Superior Court of Justice (Commercial List) (the "Court") dated the 13th day of
December 2018 (the "Order") made in an application having Court file number CV-18-
00610281-00CL, 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
44
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_
The Fuller Landau Group Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity
Per:
Name:
Title:
45ROYAL BANK OF CANADA - and -
Applicant
34379366.3
ONTARIO ORTHOTIC LAB INC. et al.
Respondents Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER (appointing Receiver)
AIRD & BERLIS LLP Barristers and Solicitors
Brookfield Place Suite 1800, Box 754
181 Bay Street Toronto, ON M5J 2T9
Steven L. Graff(LSUC#31871V) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: sgraff(a),airdberlis.com
Jeremy Nemers (LSUC # 66410Q) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]
Lawyers for Royal Bank of Canada
APPENDIX "B"46
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
ROY AL BANK OF CANADA
- and -
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VERA SOCK COMPANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Applicant
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
AFFIDAVIT OF PETER GORDON (sworn December 6, 2018)
I, PETER GORDON, of the Town of Oakville, in the Province of Ontario, MAKE
OATH AND SAY AS FOLLOWS:
I. I am a Senior Manager in the Special Loans and Advisory Services Department of Royal
Bank of Canada ("RBC"). RBC is a secured creditor of the respondent borrower named Ontario
Orthotic Lab Inc. (the "Borrower") and the respondent guarantor named Premier Footworks Inc.
(the "Secured Guarantor"). RBC is also a creditor of the respondent guarantors named Medic
Holdings Corp. (the "Ontario Parent Guarantor"), Veba Sock Company Inc. (the "Veba
Guarantor"), 2335040 Ontario Inc. (the "233 Guarantor") and 9339-6497 Quebec Inc. (the
472
"933 Guarantor", and together with the Ontario Parent Guarantor, the Veba Guarantor and the
233 Guarantor, the "Unsecured Guarantors", and collectively together with the Borrower and the
Secured Guarantor, the "Debtors"). I am responsible for the management of the Borrower's
accounts and credit facilities with RBC. As such, I have personal knowledge of the matters to
which I hereinafter depose. Where I do not have personal lmowledge of the matters set out herein,
I have stated the source ofmy information and, in all such cases, believe it to be true.
PURPOSE
2. I am swearing this Affidavit in support of an application by RBC for, inter alia:
(a) an Order pursuant to subsection 50.4(11) of the BIA (as defined below), declaring
terminated, before its actual expiration, the 3 0-day statutory period specified by
subsection 50.4(8) of the BIA (or any extension thereof granted under subsection
50.4(9) of the BIA), which statutory period commenced on December 3, 2018
when each of the Borrower, the Secured Guarantor, the Ontario Parent Guarantor
and the Veba Guarantor filed a notice of intention to make a proposal ("NOi")
under subsection 50.4(1) of the BIA;
(b) an Order appointing The Fuller Landau Group Inc. ("FLG") as receiver (in such
capacity, the "Receiver") in respect of the assets, undertakings and properties of
the Borrower and the Secured Guarantor; and
(c) judgment against each of the Unsecured Guarantors.
483
DESCRllPTION OF THE DEBTORS AND THEIR BUSINESS
Overview
3. To the best of RBC's knowledge, the Ontario Parent Guarantor is the majority
shareholder of each of the other Debtors except for the 933 Guarantor (together with the Ontario
Parent Guarantor, the "Ontario Entities"). In turn, the Ontario Parent Guarantor was acquired
on March I, 2017 by Agility Health, Inc. (the "Ultimate Parent"), which acquisition is set out in
the Ultimate Parent's consolidated financial statements for the year ended December 31, 2017
(the "Annual Consolidated Statements") and for the quaiter ended September 30, 2018 (the
"Most Recent Quarterly Consolidated Statements"), both of which are attached as Exhibit
"A" to this Affidavit (the "Consolidated Statements"). The Consolidated Statements advise
that the business of the Ontario Parent Guarantor constitutes "the primary business and asset of
the [Ultimate Parent] going forward."
4. No direct relief is being sought against the Ultimate Pai·ent in the within application. The
Ultimate Parent is a publicly-listed company on the TSX Venture Exchange which trades under
the symbol AHI.V. A copy of the Ultimate Parent's issuer profile on SEDAR is attached as
Exhibit "B" to this Affidavit, which reflects, amongst other things, that the Ultimate Parent was
formed in the Cayman Islands, is principally regulated in Ontario and maintains a head office
and mailing address in Ontario. RBC intends to provide the Ultimate Pai·ent with a courtesy
copy of the within application.
5. To the best of RBC's knowledge (and as set out in the Consolidated Statements), the
Ontario Parent Guarantor (through itself, the other Ontario Entities and, possibly, other entities
that are not the subject of this application, as applicable) is a manufacturer and distributor of
49
4
custom orthotics and prosthetics and operates foot clinics in Ontario and Quebec, As set out
below, Pierre Gagnon ("Pierre") is an officer and director (and in some cases, the sole officer
and director), of all the Debtors.
The Ontario Entities
6, Each of the Ontario Entities (i.e., all the Debtors except the 933 Guarantor) is a privately
owned Ontario corporation, The corporate profile reports for the Ontario Entities are attached
collectively as Exhibit "C" to this Afiidavit, and indicate, amongst other things, that:
(a) the registered office of each of the Ontario Entities is 42 Niagara Street in
Hamilton, Ontario;
(b) Pierre is either the sole officer and director, or one of the officers and directors, as
applicable, of each of the Ontario Entities; and
(c) Pierre resides in Oakville, Ontario,
7. As also set out in the Ontario Entities' corporate profile reports, each of the Borrower and
the Secured Guarantor were formed by way of a multiple series of historical amalgamations.
These amalgamation are reflected in more detail in the amalgamation history tables that are
attached collectively as Exhibit "I)" to this Affidavit.
The 933 Guarantor
8, The 933 Guarantor is a privately-owned Quebec corporation, The corporate profile
report for the 933 Guarantor is attached as Exhibit "E" to this Affidavit. I understand and verily
believe from speaking with Jeremy Nemers, who is one of the lawyers at Aird & Berlis LLP who
505
is acting for RBC in connection with this matter, that he speaks French and has reviewed the
corporate profile repmi for the 933 Guarantor, which indicates, amongst other things, that:
(a) the 933 Guarantor's registered office is 5713 Cote-des-Neiges in Montreal,
Quebec; and
(b) Pierre is the 933 Guarantor's majority shareholder and sole officer and director,
9, I understand that Pierre may have recently resigned as officer and director from certain or
all of the Debtors,
RBC'S LOANS TO THE BORROWER AND RELATED GUARANTEES/ SECURITY
111e Credit Agreements
IO, The Bonower is directly indebted to RBC in connection with certain credit facilities
made available by RBC to the Borrower (the "Credit Facilities") pursuant to and under the
terms of the following agreements (collectively, the "Credit Agreements"), copies of which are
attached collectively as Exhibit "F" to this Affidavit:
(a) a loan agreement dated July 29, 2016, as amended by an amending agreement
dated December 23, 2016 (collectively, as same may have been further amended,
extended, supplemented or restated from time to time, the "Loan Agreement");
(b) a master lease agreement dated July 10, 2013 (as same may have been amended,
extended, supplemented or restated from time to time, the "Master Lease
Agreement"); and
516
(c) a Visa agreement dated February 14, 2013 (as same may have been amended,
extended, supplemented or restated from time to time, the "Visa Agreement"),
The Guarantees
11, The obligations of the Borrower to RBC, including, without limitation, its obligations
under the Credit Agreements were guaranteed by the other Debtors pursuant to and under the
terms of the following written guarantees on RBC's standard form 812 (the "Guarantees"),
copies of which are attached collectively as Exhibit "G" to this Affidavit:
(a) the Secured Guarantor guaranteed the obligations of the Borrower pursuant to
three separate written guarantees dated August 7, 2016 given by three of the
Secured Guarantor's pre-amalgamation entities (being Walk'N Comfort Inc,,
894182 Ontario Limited and Premier Footworks Inc.), each in the limited
principal amount of $9,600,000; and
(b) the Unsecured Guarantors guaranteed the obligations of the Borrower pursuant to
separate written guarantees also dated August 7, 2016, each also in the limited
principal amount of $9,600,000.
12, Pierre also guaranteed the obligations of the Borrower pursuant to a separate personal
guarantee dated August 7, 2016 in the limited principal amount of $3,000,000 ("Pierre's
Guarantee"), which is or will be the subject of separate litigation commenced by RBC.
The Security
527
13. As security for their respective obligations to RBC, including, without limitation, their
obligations under the Credit Agreements and the Guarantees, as applicable, the Borrower and the
Secured Guarantor provided security in favour of RBC (collectively, the "Security"), including,
without limitation, general security agreements on RBC's standard form 924 (the "GSAs"),
registration in respect of which was duly made pursuant to the Personal Property Security Act
(Ontario) (the "PPSA").
14. Despite its efforts, RBC has been unable to locate copies of the GSAs. However, I do not
believe the existence of the GSAs should be in dispute, given that, amongst other things:
(a) the Loan Agreement requires the Borrower and the Secured Guarantor to provide
the GSAs on RBC's standard form 924;
(b) the Borrower's own draft financial statements shared with RBC state that the
Borrower's bank facility is secured by a "first ranking general security agreement
over all personal property of the [Borrower];" and
(c) the notes lo the Consolidated Statements of the Ultimate Parent (Exhibit "A" to
this Affidavit) state that the Loan Agreement is secured by, inter a/ia, all assets of
the Borrower and the Secured Guarantor.
THE OTHER SECURED CREDITORS
15. A copy of the PPSA search results for the Borrower, with currency to November 28,
2018 (or October 10, 2018 for the previous entities that amalgamated to fo1m the Borrower), is
attached as Exhibit "H" to this Affidavit. These PPSA search results show that, in addition to
538
RBC's registrations, the only other PPSA registrations made against the Borrower are by Pierre's
spouse, Carolyn Jane Cross ("Carolyn"), which were made after RBC's PPSA registrations.
16. A copy of the PPSA search results for the Secured Guarantor, with currency to November
28, 2018 (or October 10, 2018 for the previous entities that amalgamated to form the Secured
Guarantor), is attached as Exhibit "I" to this Affidavit. These PPSA search results show that, in
addition to RBC's registration, tbe only other PPSA registration made against tbe Secured
Guarantor is by National Leasing Group Inc. ("National Leasing"), which is only in respect of
specific equipment.
17. It is RBC's intention that Carolyn and National Leasing will be served with a copy of
RBC's application record.
DIFFICULTIES, DEFAULT AND DEMAND
18. As set out in a letter from RBC to the Debtors dated October 4, 2018, a copy of which is
attached as Exhibit "J" to this Affidavit (the "October 4 Letter"), and as discussed in a meeting
with the Debtors that week (the "Early October Meeting"), RBC was (and remains) concerned
about the operating losses repmted by the Borrower in 2016, 2017 and year-to-date, which have
resulted in covenant breaches, working capital deficiencies, cash flow issues and overdrafts.
These concerns were (and remain) further augmented by the Borrower's tardiness with its year
end financial reporting.
19. As a result ofRBC's concerns, the October 4 Letter formally (and amongst other things):
(a) requested that all the Credit Facilities be repaid, in full and as soon as possible;
54
9
(b) requested the delivery of certain itemized information and reporting particulars by
the deadlines specified in the October 4 Letter;
( c) advised that overdrafts would not be permitted and the Borrower was to maintain
its operating loan within margin and/or maximum authorized limits at all time;
( d) advised that a formal forbearance agreement would be prepared setting out more
formal terms and conditions pending the full repayment of the Credit Facilities
(the "Forbearance Agreement"); and
( e) advised that, as a precondition to providing its ongoing financial support, RBC
may require the Borrower to engage the services of a third-party financial
consulting firm recommended by RBC (the "Consultant"), in which case the
Consultant would be engaged to provide an independent review of the Borrower's
finances, the Borrower's projections and RBC's security position and report to
RBC with the Consultant's findings and recommendations.
20. Notwithstanding the Early October Meeting and the October 4 Letter, the Credit
Facilities were not repaid in full, significant portions of the itemized information and reporting
particulars were not delivered (or were delivered late) and overdrafts continued (and continue) to
occur.
21. Of additional concern to RBC is that, at the time Pierre's Guarantee for $3,000,000 was
delivered to RBC, Pierre was the registered owner of certain real property in Oakville, Ontario
(which had previously been acquired for $2,057,500, and which was financed by a conventional
mortgage from RBC registered on title in the principal amount of $2,080,000). Pierre then
55
10
purported to transfer such real property to his spouse, Carolyn, on March 28, 2018 for "natural
love and affection" and for no reported monetary consideration (the "Purported Real Property
Transfer"). Copies of the real property parcel pages and registrations reflecting same are
attached as Exhibit "K" to this Affidavit.
22. As at October 24, 2018, a total of $3,829,418.95 was owing under the Credit Agreements,
plus accruing interest and recovery costs and expenses. On October 25, 2018, RBC made formal
demand on the Debtors for payment of their respective indebtedness to RBC, but, at the Debtors'
request, RBC withdrew these demands on October 29, 2018 "without prejudice to RBC 's right to
re-issue same and without any implied or expressed waiver of default under the lending
arrangements." A copy of RBC's cover letter advising of same is attached (without enclosures)
as Exhibit "L" to this Affidavit.
23. On October 31, 2018, RBC delivered the proposed Forbearance Agreement and the
Consultant's proposed engagement letter to the Debtors. On November 11, 2018, the Debtors
executed the Consultant's engagement letter, a copy of which is attached as Exhibit "M" to this
Affidavit (the "Consultant's Engagement Letter"). However, the Debtors advised that they
would not agree to the proposed Forbearance Agreement, one of the terms of which was that
Carolyn provide a written guarantee in the principal amount of $4,000,000 of the Borrower's
obligations to RBC ("Carolyn's Proposed Guarantee").
24. On November 20, 2018, r advised the Debtors that RBC was not prepared to amend the
previously issued Forbearance Agreement without the inclusion of Carolyn's Proposed
Gumantee, and that if Carolyn's Proposed Guarantee were not forthcoming immediately, RBC
56
11
would be making formal demand on November 21, 2018. A copy ofmy email reflecting same is
attached as Exhibit "N" to this Affidavit.
25. Neither Carolyn's Proposed Guarantee nor a Forbearance Agreement acceptable to RBC
was delivered by the Debtors. Accordingly, RBC made formal written demand on the Debtors
for payment of their respective indebtedness to RBC by letters dated November 21, 2018
(collectively, the "Demand Letters"). Notices of Intention to Enforce Security (the "BIA
Notices") pursuant to subsection 244(1) of the Bankruptcy and Insolvency Act (Canada) (the
"BIA") accompanied the Demand Letters sent to the Borrower and the Secured Guarantor.
Copies of the Demand Letters and the BIA Notices are attached collectively as Exhibit "0" to
this Affidavit.
26. The Ultimate Parent confirmed the issuance of the Demand Letters and the BIA Notices
by way of (amongst other things):
(a) a press release issued on November 22, 2018, a copy of which is attached as
Exhibit "P" to this Affidavit; and
(b) one of the notes to the Most Recent Quarterly Consolidated Statements (part of
Exhibit "A" to this Affidavit).
27. As reflected in the Demand Letters and the BIA Notices, the amount of the indebtedness
owing under the Credit Agreements was $3,808,262.29 as of November 20, 2018 (plus accruing
interest and recovery costs and expenses). This is materially consistent with the indebtedness
owing as at October 24, 2018, which, as referenced above, was $3,829,418.95 (plus accruing
interest and recovery costs and expenses), notwithstanding RBC's request in the Early October
57
12
Meeting and the October 4 Letter that all Credit Facilities be repaid in full and as soon as
possible.
28. I also understand and verily believe from speaking with Gary Abrahamson of FLG that,
since the Consultant's engagement, the Consultant has made its own informational requests to
the Debtors, but fulsome answers have not generally been provided in a timely mam1er, or, in
certain cases, at all. Attached as Exhibit "Q" to this Affidavit is an email chain between the
Consultant and the Debtors reflecting same.
29. On November 28, 2018, the Consultant also advised of a potential material discrepancy
between the gross eligible finished goods inventory of $3,018,026 reported on the Debtor's most
recent borrowing base certificate for September 30, 2018 (a copy of which is attached hereto as
Exhibit "R") and the inventory of $1,669,081 reported in the draft consolidated financial
statements as at October 31, 2018 that were delivered by the Debtors to the Consultant. Attached
as Exhibit "S" to this Affidavit is an email from the Consultant to the Debtors asldng for
clarification in this regard.
30. In light of all the foregoing and continuing overdrafts, RBC decided on November 29,
2018 that it could no longer extend additional credit to the Borrower. I therefore instructed
RBC's legal counsel to issue a letter to the B01Tower's legal counsel, a copy of which is attached
as Exhibit "T" to this Affidavit, which confirms, inter alia, the termination of the Credit
Facilities and the placing of the Bonower's accounts on "deposit-only" status.
31. The Most Recent Quarterly Consolidated Statements also appeared on SEDAR on
November 29, 2018. After RBC and the Consultant became aware of this SEDAR filing, I
understand that the Consultant reviewed the Most Recent Quarterly Consolidated Statements and
58
13
concluded that the inventory numbers reflected therein are significantly lower than what was
disclosed in the borrowing base calculations previously submitted by the Borrower to RBC in
respect of the same period, Attached as Exhibit "U" to this Affidavit is a copy of the
Consultant's calculations, which show that the combined availability as at September 30, 2018
according to the Most Recently Quarterly Consolidated Statements should have been no more
than $864,640, whereas the calculations previously submitted by the Borrower to RBC for the
same period reflected an availability of $2 million. To put the Debtors on notice that RBC was
now aware of what appears to be a very serious misrepresentation in the borrowing base
certificate, I instructed RBC's legal counsel to issue a second letter on November 29, 2018 to the
Borrower's legal counsel, a copy of which is attached as Exhibit "V" to this Affidavit.
32. In addition, and based upon a review of the Borrower's account activities over the past
two weeks, there w a decline in the amount of deposits when compared to historical activity.
33. On December 3, 2018, which was the last day before the BIA Notices wonld expire, each
of the Borrower, the Secured Guarantor, the Ontario Parent Guarantor and the Veba Guarantor
filed an NOI tmder the BIA.
RELIEF SOUGHT
Terminating the NO/ Proceedings
34. In light of all the foregoing, RBC has serious concerns that the Debtors and certain of
their principals and related parties have not been acting in good faith or with due diligence. I
also verily believe that it is very unlikely that a viable proposal can be made under these
circumstances that will be accepted by the requisite majorities of creditors, as RBC - which is by
59
14
all accounts the fulcrum creditor in these proceedings and which is the only registered general
secured creditor of both the Borrower and the Secured Guarantor (other than Carolyn, who is
both a related party and who is registered behind RBC) - will not be prepared to accept any
proposal from any of the Debtors in light of what is previously described in this Affidavit unless
it contemplates a full repayment of the indebtedness owed by the Debtors to RBC.
35. I also verily believe that RBC and the arm's-length creditors as a whole would be
materially prejudiced if the NOi proceedings were to continue, as there is a strong likelihood that
their chances for recovery would be eroded further by the continued operation of the Debtors'
business, given its history of continuous operating losses and the unlikely ability that a viable
proposal can be made that will be accepted by the requisite majorities of creditors.
36. It is therefore RBC's view that the NOi proceedings should be terminated immediately.
Appointment of a Receiver and Judgment against tlte Unsecured Guarantors
37. As of the time of swearing this Affidavit, the Debtors have failed to make payment in
accordance with the Demand Letters or make alternative arrangements acceptable to RBC.
38. As at December 6, 2018, a total of $3,782,551.82 was owing under the Credit
Agreements, plus accruing interest and recovery costs and expenses.
39. At this stage, RBC wishes to take steps to enforce its Security and realize on same and to
obtain Judgment against the Unsecured Guarantors.
60
15
40. RBC considers it reasonable and prudent to begin the enforcement of its Security in an
effort to recover the indebtedness owed by the Debtors to REC, and it is within REC's rights
under the Credit Agreements, the Guarantees and the Security to do so.
41. In the circumstances set out above, I believe that it is just and equitable that a receiver be
appointed. A receiver is necessary for the protection of the estates of the Borrower and the
Secured Guarantor, the interests of RBC and, perhaps, other stakeholders. REC believes that the
appointment of a receiver would enhance the prospect of recovery by REC and protect all
stakeholders.
42. RBC proposes that FLG be appointed as the Receiver.
43. FLG is a licensed insolvency trustee and is familiar with the circumstances of the
Borrower and the Secured Guarantor (and the other Debtors) and their arrangements with RBC.
Amongst other things, the Consultant's Engagement Letter expressly provides that FLG may be
appointed as a receiver of any of the Debtors.
44. FLG has consented to act as the Receiver should the Court so appoint it. A copy of
FLG's consent will be provided to the Court on the return of this application.
45. This Affidavit is made in support of the within application, and for no other or improper
purpose whatsoever.
SWORN before me at the City of Toronto, in the Province of Ontario,
tl:s 6th
dl•of Decemberz
.f}i.1&(,.,~. . -Comm1ss1oner for takmg affidavits, etc.
\{~ \-e. 6 f lun ke.11"
) ) ) ) GORDON
Confidential Information Memorandum
Ontario Orthotic Lab Inc. and Premier Footworks Inc.
December 2018
APPENDIX "C"
61
ORTHOTICS,t. Drlvlllg 1M m1hatlc rewJlutltm,.
TABLE OF CONTENTS
REASONS FOR THE SALE PROCESS ............................................................................... 2
SALE PROCESS PROCEDURES ........................................................................................ 5
COMPANIES OVERVIEW ................................................................................................. 7
APPENDIX “A” – OFFER FORM ...................................................................................... 10
APPENDIX “B” – OOLAB MACHINERY AND EQUIPMENT LISTING ............................ 13
APPENDIX “C” – OOLAB SUMMARY OF FOOTWEAR INVENTORY BY BRANDS ....... 16
APPENDIX “D” – PRODUCTS ......................................................................................... 17
62
Confidential Information Memorandum Page 2
REASONS FOR THE SALE PROCESS
On December 13, 2018 The Fuller Landau Group Inc. (“Fuller Landau”) was appointed as receiver (the “Receiver”) of Ontario Orthotic Lab Inc. (“OOLab”) and Premier Footworks Inc. (“Premier”), (collectively the “Companies”) by order of the Ontario Superior Court of Justice (the “Court”). The Receiver has initiated this process to market and sell the Companies’ assets, undertaking and property. The assets available for sale include the machinery and equipment, inventory and intellectual property including customer lists, trademarks and tradenames (if any) and URLs (the “Assets”). The Assets will be sold on an “as is, where is” basis.
All Offer Forms must be submitted in a sealed envelope and received by 1:00 pm (Eastern Standard Time) on January 9, 2019.
DUE TO THE TIME SENSITIVITIES RELATED TO THE BUSINESS AND ITS CUSTOMERS, THE RECEIVER RESERVES THE RIGHT TO ENTER INTO AN AGREEMENT(S) OF PURCHASE AND SALE FOR SOME OR ALL ASSETS IN ADVANCE OF THE OFFER DEADLINE WITHOUT FURTHER NOTICE TO PROSPECTIVE PURCHASERS.
Terms and Conditions:
Purpose of the Confidential Information Memorandum
This Confidential Information Memorandum (the “CIM”) has been compiled by Fuller Landau in its capacity as Receiver of the Companies. The purpose of the CIM is to provide interested parties and prospective purchasers with sufficient information to determine whether they wish to undertake a further investigation of the Companies in order to submit an offer for the Assets pursuant to the sale process procedures set out in the CIM.
Absence of Representations, Warranties and Independent Investigation
The information contained herein or otherwise provided to potential purchasers was compiled by Fuller Landau and comes from the Companies or from sources believed by the Companies to be reliable. Fuller Landau has not independently verified such information or made any other investigation of the Companies. Fuller Landau and its affiliates, partners, principals, directors, officers, agents, employees, and representatives (collectively the “Disclaiming Parties”) make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or in any other written or oral communication provided to the recipient in the course of its evaluation of the Company or a potential transaction. The recipient must read this entire CIM carefully. The CIM does not purport to be all-inclusive or to contain all of the information that the recipient would need in connection with a proposed transaction. Nothing in the CIM is intended nor is it to be construed as investment, tax, accounting or legal advice. The recipient should consult his/her own investment, tax,
63I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 3
accounting and other advisors and legal counsel as to these and related matters concerning the Companies and any proposed transaction. Receipt of this CIM constitutes the recipient’s acknowledgement that the Disclaiming Parties expressly disclaim, and will not be liable for, any liability that may arise from any information in the CIM or otherwise provided to prospective purchasers, or errors therein or omissions therefrom, whether or not the Disclaiming Parties knew or should have known of any such error or omission, or were responsible for its inclusion in or omission from the CIM. The only obligations of the Disclaiming Parties shall be those set forth in a definitive purchase agreement executed in connection with a transaction or proposed transaction.
Not an Offer, Solicitation, or a Prospectus
This CIM has been prepared for information purposes only and is intended solely for use by prospective purchasers of the Companies. The CIM is not an offer to sell or a solicitation of an offer to purchase securities of the Companies or any entity or to engage in any other transaction. It has been provided solely to assist the recipient in evaluating the Companies. The CIM is not, nor is it to be construed under any circumstances as, a prospectus, a public offering of securities, or an offering memorandum as defined under any applicable securities legislation.
Confidentiality and Return of Material
The recipient of the CIM has been required to execute a Confidentiality Agreement (“Confidentiality Agreement”). Without limiting the provisions of the Confidentiality Agreement, the recipient will not distribute the CIM, in whole or in part, at any time without the prior written consent of Fuller Landau, other than as set forth in the Confidentiality Agreement. Further, the recipient has agreed that it will keep confidential all information contained herein or made available in connection with any further investigation of OOLab and Premier (the “Confidential Information”) as set forth more fully in the Confidentiality Agreement. Upon request, the recipient will promptly return all material received from Fuller Landau, or the Companies (including the CIM) without retaining any copies thereof, unless otherwise agreed in writing. Recipients of the CIM who abandon their interest in purchasing the Assets are required to return the Confidential Information to Fuller Landau.
Fees and Expenses
Prospective purchasers are solely responsible for their own fees, costs, and expenses incurred in their investigation of Companies, regardless of whether or not a transaction is consummated, including without limitation: travel; accounting fees; due diligence costs; legal fees; disbursements; and taxes.
Currency
All figures in the CIM are stated in Canadian dollars, except where noted.
64I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 4
No Contact
Except with the approval of the Receiver, prospective purchasers are expressly prohibited from making direct contact with the Companies, its management, shareholders, affiliates, and their advisors or authorized representatives (the “Management”), its employees, suppliers, creditors or customers in connection with the opportunity described herein, other than in the normal course of business.
Inquiries
All inquiries should be directed to: The Fuller Landau Group Inc. Receiver of Ontario Orthotic Lab Inc. and Premier Footworks Inc. 151 Bloor Street West, 12th Floor Toronto, Ontario M5S 1S4 Mr. Joshua Samson (416) 645-6535 [email protected]
Offers
The deadline to submit an offer is 1:00 p.m. (Eastern Standard Time) on January 9, 2019. All offers should be submitted utilizing the offer form (Appendix “A”) and should be marked “Confidential – Ontario Orthotic Lab Inc and Premier Footworks Inc..” and be delivered to:
The Fuller Landau Group Inc. Receiver of Ontario Orthotic Lab Inc. and
Premier Footworks Inc. Attention: Mr. Joshua Samson
151 Bloor Street West, 12th Floor Toronto, Ontario M5S 1S4
65I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 5
SALE PROCESS PROCEDURES
Sale Procedures
The sale of OOLab and Premier will be conducted in accordance with the procedures set out below. However, Fuller Landau reserves the right in its sole discretion: i) To terminate or extend, at any time, the Sale Process or the participation in the Sale Process
by any party including to enter into agreement(s) of purchase and sale for some or all the Assets in advance of the offer deadline without further notice to prospective purchasers;
ii) To modify, at any time, any procedure relating to the Sale Process for any reason; any
material changes will be communicated directly to all prospective purchasers who have executed a Confidentiality Agreement;
iii) To revise or amend the CIM or any other Confidential Information which has been made
available to prospective purchasers through revision of existing material, addition of new material, or other means; and
iv) To disqualify any prospective purchaser from the Sale Process. Further, Fuller Landau undertakes no obligation to invite or allow the recipient to proceed with any subsequent investigation of the Companies, or to provide the recipient with access to any additional Confidential Information.
Receipt of Confidential Information Memorandum,
This CIM contains a description of the Companies and its business, including financial information. The purpose of the CIM is to enable prospective purchasers to determine their interest in pursuing this opportunity.
Due diligence and offer submission
Prospective purchasers will be provided with any additional information (if available) upon receipt of such request including access to Management and a tour of the OOLab facilities by appointment only. After completing due diligence on the Companies, prospective purchasers may submit an offer to purchase part or all of the assets of the Companies. All prospective purchasers shall submit a binding offer to purchase in the prescribed format (the “Offer Form”). The Assets are being sold on an “as is, where is” basis. The prescribed Offer Form is attached hereto as Appendix “A”.
66I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 6
Offer acceptance
Any Offer Form must be received by 1:00 p.m. (Eastern Standard Time) on January 9, 2019. Preference will be given to unconditional cash offers. Any offer accepted may be deemed to be a binding Agreement of Purchase and Sale or may be finalized by way or an Asset Purchase Agreement, as determined by Fuller Landau. The highest or any offer will not necessarily be accepted and may be subject to further Court approval. Any offer must be accompanied by a deposit of 15% of the offer payable to “The Fuller Landau Group Inc. In-Trust” by way of a certified cheque or bank draft.
67I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 7
COMPANIES OVERVIEW
Companies Background
OOLab OOLab is a custom orthotic manufacturer located in Hamilton Ontario. It uses high-quality raw materials to produce foot orthotics, insoles, and specialty orthotics. The manufacturing plant in Hamilton Ontario produced over 45,000 pairs of orthotics in calendar 2017. OOLab recently partnered with a U.S owned company and moved some of its orthotics manufacturing offshore to reduce costs as well as increase capacity. OOLab sells its products through approximately 1,200 non-owned foot clinics in Ontario, that were active in fiscal 2018. Premier Premier formerly operated four retail orthopedic foot care clinics in Ontario, Canada. The foot clinics provided a variety of footwear, orthotics, compression hosiery and other peripheral products. Two of the clinics were shut down by the Companies prior to the Receivership. The two remaining clinics operating under the trade name Walk’N Comfort at 20 Vogell Road, Unit A, Richmond Hill, ON and 9100 Jane St. Bldg A, Unit 111 Vaughan were closed just prior to the Receivership and the Receiver is in the process of preparing lists of the remaining inventory and equipment (as noted below).
Assets for Sale
1) Machinery and equipment with a net book value of $ 231,384 as of December 13, 2018 (OOLab machinery and equipment listing attached as Appendix “B”) (Premier footwear machinery and equipment listing to be provided)
2) Footwear inventory 2,649 pairs of branded footwear with a cost of approximately
$173,378. (OOLab summary listing of footwear inventory by brands is attached as Appendix “C”. A full inventory listing is available in electronic form upon request.) (Premier footwear inventory listing to be provided)
3) Intellectual Property – including customer lists, trademarks and tradenames (if any),
and urls/websites
68I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 8
Customers Lists totaling 46,746 customers – o OOLab (1,480 customers) o Premier (45,266 customers)
Trademarks and tradenames (if any)
4 URLs/domain names and social media presence of 4 platforms which are used
in the business for a variety of marketing and branding initiatives and customer ordering purpose.
URLs:
www.oolab.com
https://premierfootworks.com
https://footwear.oolab.com/ (OOLAB Inc.'s Online Inventory Lookup and Ordering Site and Custom portal developed by ZEDsuite that sync with SAP)
https://fp2.oolab.com
(Customer portal to send 3D scans and order forms for processing)
Product Offerings:
Key Features
Custom-manufactured, prescription orthotic devices for dress, athletic, casual or diabetic footwear (compatible with Adidas, Nike, Rockport, Drew, Asics and NAOT)
Functional electrical stimulation (FES), prosthetics, T.E.N.S pain management, home health care and mobility aids
Custom Orthotics & Insoles
Manufacturing process includes the qualifications and key insight of a: o Chiropodist o Canadian Board Certified Pedorthist o Kinesiologist o Orthotist/Prosthetist
12 different styles of foot orthotics to choose from with 50+ additional modifications
Orthopedic Shoes, Custom Shoes, & Footwear
Sell a wide variety of orthopedic and standard footwear Footwear selection includes plantar fasciitis shoes as well as casual, boot, dress,
athletic, and sandals Orthopedic brands include Apex, P.W. Minor, and Drew
The detailed information for each product is attached hereto as Appendix “D”.
69I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 9
The chart below provides a sales summary for the OOLab’s product for fiscal year-to-date 2018 (January1, 2018 to November 30, 2018), fiscal 2017, and fiscal 2016. OOLab’s year end for accounting purposes is December 31st:
70I:- FULLER
~ ) LANDAU LLP
5,000,000
4,500,000
4,000,000
3,500,000
3,000,000 2,748,042
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
YTD 2018
Revenue
4,315,405
2017 2016
Confidential Information Memorandum Page 10
APPENDIX “A” – OFFER FORM
Offer Form To: The Fuller Landau Group Inc. Re: Ontario Orthotic Lab Inc. and Premier Footworks Inc. 151 Bloor Street West, 12th Floor Toronto, Ontario M5S 1S4
Telephone: (416) 645-6535 Facsimile: (416) 645-6501 Attention: Mr. Joshua Samson
1. _______________________________________ (Name of Prospective Purchaser) 2. _______________________________________
(Address of Prospective Purchaser) 3. _______________________________________
(Telephone Number) 4. _______________________________________
(Email Address)
5. Liquidator/Auctioneer auction proposals are to include at a minimum (a) net minimum guarantee amount and expense details and participation structure, (b) timelines for occupancy and date of auction; (c) terms of payment and (d) any other pertinent terms and conditions.
6. Offer to Purchase:
a) The undersigned hereby submits this offer (the “Offer”) to purchase from The Fuller Landau Group Inc., in its capacity as court appointed Receiver of Ontario Orthotic Lab Inc. (“OOLab”) and Premier Footworks Inc. (“Premier”) its right title and interest, if any, in the following assets, undertaking and property (the “Assets”):
Parcel 1 – Equipment and Machinery $_______________ Parcel 2 – Inventory $_______________
Parcel 3 –Intellectual Property $_______________ (customer lists, trademarks and tradenames (if any), and URLs)
71I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 11
Parcel 4 – All Assets $________________ (en-bloc bid for Parcels 1 – 3)
TOTAL AMOUNT OF OFFER $ _ _ (exclusive of any taxes, charges, liens, duties or other levies)
b) In submitting this Offer, the undersigned acknowledges that it has relied solely on its
own investigations of the Assets of Companies and the undersigned acknowledges and agrees that the Assets are being purchased on an “as is, where is” basis, with no warranty or representation by Fuller Landau as to their quantity, quality, value, merchantability, description, fitness for any purpose, or any other matter whatsoever.
7. Enclosed is a deposit by way of a certified cheque or bank draft payable to “The Fuller
Landau Group Inc. – In Trust”, in the amount of $ (Canadian dollars) representing fifteen percent (15%) of the total amount of this Offer.
8. The undersigned hereby acknowledges and agrees that the highest or any offer shall not
necessarily be accepted. 9. The undersigned acknowledges that the Offer once accepted may be deemed to be a
binding Agreement of Purchase and Sale or may at Fuller Landau’s option be subject to the undersigned entering into an Agreement of Purchase and Sale on terms and in a form acceptable to Fuller Landau and customary to transactions of this nature. Any Offer accepted may be subject to Court approval. Payment of the purchase price, and any and all taxes payable in connection with a sale, less the deposit referred to in Paragraph 6, will be due by the undersigned upon closing and must be made by certified cheque or bank draft.
10. Any Offer received by Fuller Landau shall remain irrevocable until the deposit is returned
as set out in paragraph 11 below. 11. Any and all deposits (without interest) (the “Deposit”) submitted pursuant to the terms of
the Offer Form, shall be retained by Fuller Landau. If there is a successful bid, the Deposit (without interest) paid by the successful bidder shall be applied to the purchase price to be paid by the successful bidder upon closing of the approved transaction and will be non-refundable. The Deposits of Potential Bidders not selected as the successful bidder shall be returned to such bidders within ten (10) Business Days of the date upon which the successful bid(s) is/are approved by the Court (if required) or the completion of the transaction(s) with the successful bidder(s). If there is no successful bid, all Deposits (without interest) shall be returned to the bidders within ten (10) Business Days of the Date upon which the sale process is terminated in accordance with these procedures. If a successful bidder breaches its obligations under the terms of the sale process, its Deposit shall be forfeited as liquidated damages and not as a penalty.
12. If the prospective purchaser is a corporation and this Offer is not submitted under corporate
seal, the individual whose signature appears below has the authority to bind the corporation.
72I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 12
13. The undersigned (or each of the undersigned, if more than one) hereby represents and
warrants that it (is/is not) a “non-Canadian” as defined in The Investment Canada Act. Dated at_______________, this ____ day of ____________________, 2019. _______________________________ (Print name of Prospective Purchaser) __________________________________ (Signature of Prospective Purchase)
73I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 13
APPENDIX “B” – OOLab Machinery and Equipment Listing
Item Description
1 (66) Sections of blue industrial pallet racking approx. 32" x 8' x 12' 2 (3) Sections orange 42" x 12' x 12' industrial pallet racking 3 Belt & disc sander, wheelbarrow, Brinkman propane BBQ 4 2005 Kaeser SK15T 15hp rotary screw air compressor, s/n 1001 (31,965 hours)
c/w vertical air storage tank 5 (8) 8-step rolling warehouse ladders 7 (4) 5-step rolling warehouse ladders 8 (4) Assorted A-frame ladders 9 Assorted support equipment c/o: step ladder, metal shop carts, gas lawnmower,
dust collector, shop fan, shovels, leaf blower, King belt & disc sander, (2) chrome metro racks, etc.
10 Assorted raw materials found throughout back stock room, & assorted adhesives in back of warehouse
11 National Equipment flash table (not in use) 12 Relco SE999/4 traveling head clicker 13 (33) Assorted plastic shelves found throughout plant 14 (87) Assorted rolling chrome racks found throughout plant 15 Rosenthal heavy duty shear up-cut sheeter (not in use) 16 Custom built single station silk screen printer 17 Kobo TC-812 automatic hot stamping machine, s/n 2541 18 Custom built vacuum forming stations c/o: (3) Freedom & (6) custom built table
top vacuum frame presses, vacuum pump, & (3) wooden tables
19 (7) HP Netbooks mini laptops 20 General 90-280M1 wood cutting 17" vertical band saw, s/n 90961315
21 General 90-170B wood cutting 14" vertical band saw, s/n 92464414 22 Middleby Marshall PS360S-4 stainless steel natural gas line conveyor oven, s/n
10050715R 23 (3) 2012 Landis S-500 dual head shoe machine grinders, s/n 1915, 1889, & 1888
24 2007 Landis S-500 dual head shoe machine grinders, s/n 1353 25 (2) 2006 Landis S-500 dual head shoe machine grinders, s/n 1207, & 1317
26 (3) 2005 Landis S-500 dual head shoe machine grinders, s/n 1168, 1139, & n/a
27 2004 Landis S-500 dual head shoe machine grinders, s/n 1019
74I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 14
Item Description
28 (2) 2001 & 2002 Landis S-500 dual head shoe machine grinders, s/n 753, & 798
29 (3) Mastercraft table top drill press w/ LED light 30 2004 Milltronics RH-20 3-axis CNC vertical milling machine c/w Centurion 7
controls, s/n 8191 31 2005 Milltronics RH-20 3-axis CNC vertical milling machine c/w Centurion 7
controls, s/n 8703 32 (25) Steel carts w/ plastic parts bins 33 (10) Utilitech floor fans 34 Freedom table top vacuum chamber w/ Vuototecnica vacuum generator
35 (2) Landis Letendre MGP34 dual mini shoe grinder machine, s/n 15972, 30206
36 Landis shoe grinding machine w/ built-in dust collector 37 (3) Powerfist customized 6" bench grinders 38 Travelling head clicker 39 King Canada single bag dust collector 40 Flammable materials storage cabinet 41 Custom built wood ventilation table 42 2008 Supreme MC4 hand trimmer, s/n 21090 43 (2) Red Wing 704D-T doubler sided sani-grinders, & King single bag dust
collector 44 Landis OMCVS --, s/n 19006 45 Custom built desktop PC w/ (2) LCD monitors 46 (10) Master electric heat guns 47 (7) Assorted plastic & metal shop carts 48 (2) Blue Ox JX2-5000DCO air cleaners 49 Sani-Grinder 700 dual pedestal grinder 50 (2) 2017 Landis dual mgvs mini shoe grinder machine, s/n 18723, 19007
51 Quantity of assorted color plastic parts bins 52 Metal employee lockers 53 Beam central vacuum system 54 Assorted hand tools, raw materials, supplies, etc. throughout main production
area 55 King single bag dust collection system 56 King CT-108C belt sander, s/n LR63416 c/w Craftex dust collector 57 (2) 2015 King KC-689-OSC 6" x 89" oscillating edge sander, s/n 1505033,
1505021
75I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 15
Item Description
58 Custom built vacuum forming stations c/o: (4) Freedom & (2) custom built table top vacuum presses, vacuum pump, & wooden tables
59 Grand Chef electric oven 60 Assorted office furniture, filing cabinets, (2) medical patient chairs, medical
supplies, packaging, displays, etc. (under & on racking) 61 Complete contents of warehouse offices c/o: computers, monitors, desks, printers,
chairs, filing cabinets, etc. 62 (5) Sections industrial pallet racking (in shipping & receiving 63 Assorted packaging materials, boxes, etc. 64 (5) Assorted filing cabinets 65 Pallet jack 66 (3) Medical patient chairs & (8) stacking chairs 67 Canon ImageRunner 3225 photocopier 68 Desktop computer, monitors, & printer (in shipping area) 69 Large quantity of assorted wood orthotic foot molds 70 Assorted plastic parts bins throughout facility 71 DayForce & Arcoprint 175 time clocks 72 Contents of cafeteria c/o: fridges, (14) stacking chairs, folding tables, first aid
room, etc. 73 Contents of the main offices c/o: desktop computers, laptops, LED & LCD
monitors, desks, chairs, file cabinets, office supplies, etc. 74 Canon ImageRunner Advance C5235A photocopier 75 Complete contents of server room c/o: (3) Dell T610 servers, Dell T620 server,
server rack, portable air conditioner, battery backups, etc.
76 (2) Cutera Genesis Plus cosmetic laser for toenail fungus removal 77 Storz Medical Extracorporeal Pulse Activation Technology (EPAT) shock wave
therapy machine w/ power energy unit & Storz R-SW hand piece
78 Kraemer ECT-type dust collection system
76I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 16
APPENDIX “C” – OOLab Summary of Footwear Inventory by Brands
Brand No of Pair Cost ASICS 461 40,470 SAUCONY 237 20,273 NEW 194 15,148 SKECHERS 259 10,321 BIOTIME 267 9,722 ROCKPORT 100 7,695 PUMA 248 7,226 BLONDO 59 6,890 UGG 82 6,013 PAJAR 55 5,778 CLARKS 88 5,570 SPERRY 92 4,900 JOSEF 50 3,419 ADIDAS 72 3,319 REEBOK 72 3,171 BIRKENSTOCK 48 3,099 FLORSHEIM 34 2,540 KEEN 22 2,498 LACOSTE 36 2,417 COLUMBIA 27 1,793 DREW 12 1,688 STACY 28 1,621 JANA 30 1,613 TERRA 14 1,457 SOREL 12 1,197 HUSH 24 1,020 BLUNDSTONE 7 791 NAOT 9 787 APEX 4 330 ROS 2 295 HENRI 2 177 MARTINO 1 73 HARLEY 1 70 Grand Total 2649 173,379
77I:- FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 17
APPENDIX “D” – Products
Orthotics
PRODUCT AND SPECIFICATION DESCRIPTION IMAGE STANDARD ORTHOTICS 14-16mm Heel Cup Black ETC Top Cover 1mm, 2mm or 3mm Carbon Flex Shell
Standard design is great for use in lace style footwear, boots, and runners for both Men and Women. It is the default orthotic if nothing is indicated or checked off on the prescription.
SOFT SPORT ORTHOTICS 10-14mm Heel Cup 1/16″ Black Suede Top Cover 1mm Puff Underlay 1mm, 2mm or 3mm Carbon Flex Shell
Soft Sport orthotics are for use in lace-style footwear, casual and running shoes.
GOLF ORTHOTICS 14mm Heel Cup Spenco (green) Top Cover 1st met cut out B/L Extrinsic neutral heel post Lateral wedge / Valgus 3mm 2mm or 3mm Carbon or Poly Shell
Golf design is great for balance and motion.
DRESS ORTHOTICS 10-12mm Heel Cup 1/16th Ultrasuede 1mm, 2mm or 3mm Carbon Flex Shell
Women’s Slim and (standard) Dress Orthotics are great for narrow slip-on footwear and heels. Men’s Dress Orthotics are designed for loafers or dress shoes. Narrow shell design.
78r:.._ FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 18
PRODUCT AND SPECIFICATION DESCRIPTION IMAGE CONTROL SPORT ORTHOTICS 14-16mm Heel Cup 1/8″ Black ETC Top Cover 1mm Puff Underlay 1mm, 2mm or 3mm Carbon Flex Shell Dual Density Rearfoot Posts Skid Plates
Control Sport design is an excellent device to provide extra cushioning and shock absorption for supinators and mild pronators. It is geared towards use in athletic style footwear as well as work boots and is great for runners and individuals who lead an active lifestyle
PODIATRIC ORTHOTICS 14-16mm Heel Cup 1/8″ Black ETC Top Cover 1mm Puff Underlay 1mm, 2mm or 3mm Carbon Flex Shell Dual Density Rearfoot Posts Skid Plates
Podiatric design is an excellent device to provide extra cushioning and shock absorption for supinators and mild pronators. It is geared towards use in athletic style footwear as well as work boots and is great for runners and individuals who lead an active lifestyle
DIABETIC ORTHOTICS 14-16mm Heel Cup Diabetic Topcover (1/8″ Plastazote + 1/16″ Blue Poron) 1mm Puff Underlay 1mm or 2mm Carbon Flex Shell Poron Arch Fill
Diabetic design is for patients who suffer from Diabetes or are prone to open sores and friction related injuries. With incorporation of the Plastazote topcover, it offers a friction-less orthotic intervention which is necessary for Diabetics. The topcover also provides an abundance of cushioning making it an ideal orthotic
79C...... FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 19
PRODUCT AND SPECIFICATION DESCRIPTION IMAGE GAIT PLATE 2mm carbon flex or polypropylene shell material.
Designed with medial and lateral flanges with options to induce out-toeing or in-toeing of patient.
Induce Intoeing
Induce Outoeing
UCBL ORTHOTICS 16-20mm Heel Cup Blue/Green, Pink/Purple or Black Microcell Top Cover (depending on gender & age) 1mm Puff Underlay 1mm, 2mm or 3mm Carbon Flex Shell Medial & Lateral Shell Flange
UCBL design is great for use in lace style footwear, boots, and runners for both Men and Women. It is the default orthotic if nothing is indicated or checked off on the prescription.
80C-... FULLER
~ ) LANDAU LLP
Confidential Information Memorandum Page 20
Brands
81C-. FULLER ~ ) LANDAU LLP
UlW ANODYNE FLORSHEI M ............ . ....
biotime· .. ~~ ad1aas
~ LACOSTE
l.(33 s~ · fi Hush Puppies I Y I l r I I I I -TA■"4Al'•ollA AUaT9'ALIA 1■7D c:.~ <>AP~ G2 aetrex. SOREL i}as,cs
Josef Seiber .,.. •. ....., •.• ,.~.,,...,~ SPERRY-r oP - s I o e R ii;/i
TeRRA ♦Columbia
WATEII PRO OF
A Q UASKI N uenll•P••"• &
sauc~ B r-lSTIE~ KODIAK SINCE 1910
Jana® -:-?B new balance
PUffl~ ,J~l-~-~~9,~,tt
APPENDIX "D"82
--------··········· AN BURY GLOBAL
Sent Via Email: ;[email protected]
January 9, 2019
The Fuller Landau Group Inc. 151 Bloor Street West, 12th Floor Toronto, Ontario M5S 1S4
Attention: Mr. Joshua Samson
Re: Auction Proposal for the Assets of Ontario Orthotic Lab Inc. & Premier Footworks Inc.
Thank you for the opp01tunity to submit our formal proposal to The Fuller Landau Group Inc. (the "Receiver") to liquidate the footwear inventory, orthotic manufacturing equipment, saws, routers, grinders, racking, carts, and support equipment (the "Assets") of Ontario Orthotic Lab Inc. & Premier Footworks Inc. (collectively the "Company") located at 42 Niagara Street, Hamilton, Ontario (the "Plant"), and 20 Vogel Road, Richmond Hill, Ontario (the "Store")
This is an important project and there are many details that must be accounted for in a professional manner. Our broad experience and high caliber professional staff combined with our unique service capabilities will allow us to take complete charge of all aspects of the liquidation to ensure a successful sale with maximum dollar return.
Should you have any questions regarding our proposal, please do not hesitate to contact us. We trust this proposal meets all of your requirements and that you will enter into a contract with Danbury Global Limited ("Danbury" or the "Auctioneer") to conduct this liquidation.
Respectfully submitted,
Danbury Global Ltd.
1.(J. /) 1~ (/
Jonathan Ordon President
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburyauctions.com • Email: [email protected]
83
AN BURY GLOBAL
Method of Sale - Retail Liquidation Sale & Public Timed Online Auction
Retail Liquidation:
Danbury will immediately organize, clean, and prepare the Store as well as transport the footwear from the Plant to the Store for the purposes of conducting an approximately (7) seven week retail liquidation sale open to the public.
The Sale will be promoted through a promotional campaign targeting the general public and past customers of the Company. Danbury will promote the Sale online through their website, email blasts to their proprietary listing of over 45,000 contacts, direct distributed flyers, and other advertising opportunities that may include radio, online ads, social media, and print advertising.
Public Timed Online Auction:
Danbury will immediately prepare and catalog the manufacturing and support equipment to conduct a Timed Online Auction Sale open to the public on or about Early to Mid February 2019. The sale will be promoted through an international promotional campaign targeting the industry and interested key market players.
Danbury would promote the public auction sale live on line via BidSpotter.com. The auction sale will be promoted through a combination of Bidspotter a global auction platform with over 531,000 active buyers, emails to our proprietary listing of over 50,000 contacts, listings on our websites, a color brochure mailed to over 3 ,060 industry contacts, and electronic marketing to wholesalers, and dealers in both Canada and the USA.
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburyauctions.com • Email: [email protected]
84
DANBURY GLOBAL
"This is an En-Bloc Offer for All Equipment & Inventocy" (As per the Attached Equipment Listings and per the approximate inventory count of 4,565 pairs of
footwear provided by the Receiver)
Our Net Minimum Guarantee for all assets will be $173,000 exclusive of any applicable taxes and our buyer's premium.
Danbury shall submit a deposit of $100,000 with the balance of the Net Minimum Guarantee to be paid no later than February 4th, 2019.
Parcel 1: Our Net Minimum Guarantee for all machinery & equipment will be $73,000 exclusive of any applicable taxes and our buyer's premium. The Auctioneer shall be entitled to:
(a) An expense budget and commissions of $16,000 exclusive of any applicable taxes and our buyer's premium, for advertising, sale setup, security, checkout, and accounting.
(b) On proceeds greater than $89,000 exclusive of applicable taxes and our buyer's premium, the proceeds will be shared between the Receiver 85% and Danbury 15%
(c) Retain a Buyer's Premium on any transaction whether sold privately or by Auction. The Buyer's Premium will be considered to be included in the Sale Price for all private transactions only. For further clarification, the Buyer's Premium is a fee charged to the purchaser by the Auctioneer directly in addition to the purchase price. The Receiver is not liable for this amount.
Parcel 2: Our Net Minimum Guarantee for all Inventory at the Store and Plant will be $100,000 exclusive of any applicable taxes and our buyer's premium. The Auctioneer shall be entitled to:
(a) An expense budget of to a maximum of $46,000 exclusive of any applicable taxes and our buyer's premium, for advertising, sale setup, security, checkout, credit cards, and accounting.
(b) A commission of 10% on all Gross Sales of the Assets from Parcel 2.
(c) Retain a Buyer's Premium on any transaction sold only by Auction. For further clarification, the Buyer's Premium is a fee charged to the purchaser by the Auctioneer directly in addition to the purchase price. The Receiver is not liable for this amount.
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburyauctions.com • Email: [email protected]
85
AN BURY GLOBAL
Retail Liquidation Sale Timing & Execution
Photographs & Marketing: Danbury shall be responsible, at its own cost, for managing and booldng of all marketing materials, as well as artwork, and creative design.
Use of Customer Contracts: Danbury shall be entitled to access and use of the Company's customer list for marketing the Sale.
Sale Policies: Danbury will sell all Assets on a "Final Sale" basis with "No Refunds, No Returns, & No Exchanges". All credit notes and gift cards will be refused.
Staffing: Danbury shall provide all professional sales staff to run and manage the store at their own expense.
Use of Premises: We shall be entitled to occupy the Store until the end of day March n th, 2019 (or sooner) free of any charges in respect of the occupancy, normal consumption of utilities free of any charges in respect of the occupancy, and normal consumption of utilities. The end occupancy date is based on Danbury gaining access starting from January 14th, 2019
Removal & Clean-up: Danbury shall dispose of all garbage and waste found on the Premises and provide the bins and labor to load. Danbury shall leave the Premises in broom swept condition at the end of the Sale. Danbury shall be responsible for all charges relating to the clean-up of the Store, except for the disposal of any Company records, sensitive documents, or patient files.
Accounting & Reports: Danbury shall provide a weekly sales report to the Receiver which will include a copy of the daily sales, and a listing of expenses incurred to date.
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburyauctions.com • Email: [email protected]
86
AN BURY GLOBAL
Timed Online Auction Sale Timing & Execution
Photographs & Marketing: Danbury shall be responsible, at its own cost, for managing and booking of all marketing materials, as well as artwork, and creative design.
Use of Customer Contracts: Danbury shall be entitled to access and use of the Company's customer list for marketing the Auction Sale.
Sale Policies: Danbury will sell all Assets on a "Final Sale" basis with "No Refunds, No Returns, &No Exchanges".
Staffing: Danbury will assign a Project Manager to oversee all aspects of the auction sale from the inception to completion of the project.
Use of Premises: We shall be entitled to occupy the Store until the end of day February 25th, 2019 (or sooner) free of any charges in respect of the occupancy, normal consumption of utilities free of any charges in respect of the occupancy, and normal consumption of utilities. The end occupancy date is based on Danbury gaining access starting from January 14th, 2019
Removal & Clean-up: Danbury is not responsible for the removal of or the disposition of any hazardous chemicals or materials, unsold furniture or fixtures, branded materials, books and records, and any other substances found on the premises during our contract. Danbury shall, if necessary, dispose of all garbage, waste, books and records found on the premises and provide the bins and labor to load. The Receiver however shall be responsible for all 3rd party charges relating to the above.
Accounting & Reports: The Auctioneer will be responsible for the collection of the Gross Proceeds. The Auctioneer will prepare and provide a Sales statement setting out the Gross Proceeds and the amounts payable to the Receiver no later than 10 days after the date of the Auction. The Receiver shall have the right to audit the Sales Statement.
Without limiting the Auctioneer's liability to pay the Net Minimum Guarantee, the Net Proceeds will be paid in the following order of priority within 7 Business Days of delivery of the Sales Statement, unless otherwise agreed in writing between the Auctioneer and the Receiver:
(i) (ii)
firstly, to the Auctioneer, the Expense Amount, and commissions; and Secondly, to the Receiver, any remaining Net Proceeds after the distribution of the amounts set out above.
Danbury Global Limited 37 Kodiak Crescent, Unit 7 • Toronto •Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburyauctions.com • Email: [email protected]
87
AN BURY GLOBAL
Terms and Conditions
The foregoing proposal is subject to the following commitments and conditions:
1) Use of Names: Danbury shall be entitled to the use of the Company names Ontario Orthotic Lab Inc., Premier Footworks Inc. & Walk'n Comfort Inc. for the purpose of marketing the liquidation sale and auction. Danbmy will include "As authorized by the Receiver The Fuller Landau Group Inc." in their advertising materials
2) Insurance: The Receiver will be responsible for maintaining fire, flood, theft and other perils insurance, in respect of the Assets until sold. Danbury shall provide, per location, a minimum PLPD of $3,000,000 & WSIB coverage for the sale process. The Auctioneer agrees to act in a prudent manner while at the Premises and the Premises shall be maintained by the Auctioneer in the same state of repair as existed as at the commencement of the Liquidation Period, reasonable wear and tear excepted. The Auctioneer undertakes to remedy and repair any damages to the Premises caused in the course of its attendance or the attendance of its representatives, invitees, purchasers, agents or anyone for whom it is in law responsible during the liquidation period or caused by any of them in the course of preparing for the auction, auctioning, dismantling or removing any Assets; provided, however, the Auctioneer shall not be responsible for any diminution in the value of the Premises caused by the absence of the Assets.
3) Collection of Taxes: Danbury shall be solely responsible for charging for and collecting from all purchasers, all applicable taxes and our buyer's premium in connection therewith including, without limitation, HST in respect of all sales where applicable.
4) Force Majeure: In the event of fire, strike, natural disaster including civic disturbance, acts of terror or inclement weather. The Auctioneer shall be held harmless from any and all liability if such an event shall affect the conduct or timing of the sale of the assets, or result in a reduction in prices achieved.
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada • M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danbwyauctions.com • Email: [email protected]
88
5) Miscellaneous: Our offer is made to you on the following basis:
6)
(a) In the event that you have been enjoined from completing this agreement, or the Assets or any substantial part thereof have been removed from your control by any means or process, or the Assets have been redeemed by any person entitled to redeem them, or any proceeding to enjoin you or remove the Assets from your control is pending or threatened, then you shall be under no obligation to complete this agreement and you may terminate for our actual out of pocket expenses.
(b) Gln assets are free-and-dear of any-lwn&-0r-~fln-006. See attached Schedule "A".
(c) !mi assets--will-he--sold !As--is,Wher-e-i&-wi-th-oo---waffaflties expressed or implied. See attached Schedule "A".
( d) This proposal is governed by the laws of the Province of Ontario
Use of Customer Information: See attached Schedule "A".
Danbury Global Limited 37 Kodiak Crescent, Unit 7 • Toronto• Ontario• Canada • M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www,danburyauctions,com • Email: info@danburyglobal,com
89
1,o;;,--------······· AN BURY GLOBAL
The above offer is valid until Friday January 11th, 2019 at 4:00 PM E.S.T. or verbal indication thereof after which this offer is null and void. This offer, when executed is intended to form a binding agreement between the parties with respect to its subject matter.
Should the foregoing be acceptable please indicate your acceptance by signing the enclosed copy hereof where indicated below and returning it to us.
Accepted and agreed:
Danbury Global Limited
by: Jonathan Ordon I have the authority to bind the corporation
Date: January 9th, 2019
The Fuller Landau Group Inc. in their capacity as Receiver of Ontario Orthotic Lab Inc. and Premier Footworks Inc. and not in their personal capacity
By:
f-.- I Name: Joshu c, 5 'a rnsor1
Authorized Signatory
Title: /1anc, 9 er ./
Date: T ,
Danbury Global Limited 37 Kodiak Crescent, Unit 7 •Toronto• Ontario• Canada• M3J3E5 •
Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danbU1yauctions.com • Email: [email protected]
90
SCHEDULE "A"
The Auction Proposal for the Assets of Ontario Orthotic Lab Inc. and Premier Footworks Inc. between Danbury Global Ltd. and the Fuller Landau Group Inc. dated January 9, 2019 (the "Auction Proposal") is amended as follows:
TERMS AND CONDITIONS
5) Miscellaneous
(b) Subsection 5(b) is deleted and replaced as follows:
The Receiver has the right to sell the Assets pursuant to the Honourable Mr. Justice Penny's Order dated December 13, 2018.
(b) Subsection 5(c) is deleted and replaced as follows:
Danbury acknowledges that it has relied solely on its own investigations of the Assets, and acknowledges and agrees that the Assets are being purchased on an "as is, where is" basis, with no warranty or representation by the Receiver as to their quantity, quality, value, merchantability, description, fitness for any purpose, or any other matter whatsoever.
6) Section 6 is added as follows:
Use of Customer Information: notwithstanding any terms and conditions contained in the Auction Proposal:
(a) The Receiver agrees to disclose to Danbury the Customer Information (defined below) for the limited purpose of marketing the Sale and marketing the Auction Sale (the "Purpose").
(b) "Customer Information" is any information in whatever form or medium (and includes any copies of such information that Danbury is authorized to make), whether marked confidential or not, that is:
(i) proprietary or confidential to the Company or its affiliated companies or to their respective customers, suppliers or other business partners including, without limitation, customer lists, and for greater certainty, customer lists shall not include patient records; and/or
(ii) directly or indirectly disclosed or to which Danbury is otherwise provided access by the Receiver.
( c) Danbury agrees to use the Customer Information solely for the Purpose, and to employ the same degree of care as it uses to safeguard its own confidential information, but in no event less than a reasonable degree of
91
care. Danbury further agrees to keep in confidence and prevent the disclosure of the Customer Information to any person other than employees and consultants having a need to know such information to carry out the Purpose.
( d) All Customer Information and all copies thereof shall be returned to the Receiver by no later than March 11, 2019, and Danbury acknowledges that neither it nor its agents have any further rights to retain or use the Customer Information after March 11, 2019.
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Auction Proposal.
#3525174 v2 I 4112412
92
Effective Date : December 2018
Item
1
2
3
4
5
7
8
9
Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Description
(66) Sections of blue industrial pallet racking approx. 32" x 8' x 12'
(3) Sections orange 42" x 12' x 12' industrial pallet racking
Belt & disc sander, wheelbarrow, Brinkman propane BBQ
2005 Kaeser SK15T 15hp rotary screw air compressor, s/n 1001 (31 ,965 hours) c/w vertical air storage tank
(8) 8-step rolling warehouse ladders
(4) 5-step rolling warehouse ladders
( 4) Assorted A-frame ladders
Assorted support equipment c/o: step ladder, metal shop carts, gas lawnmower, dust collector, shop fan, shovels, leaf blower, King belt & disc sander, (2) chrome metro racks, etc.
Assorted raw materials found throughout back 10 stock room, & assorted adhesives in back of
warehouse
11
12
13
National Equipment flash table (not in use)
Relco SE999/4 traveling head clicker
(33) Assorted plastic shelves found throughout plant
Exhibit "A"
93
Item
14
15
16
17
18
19
20
21
22
23
24
Effective Date: December 2018
Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Description
(87) Assorted rolling chrome racks found throughout plant
1995 Rosenthal WA-6Hl-UBEA24 heavy duty slitter knife sheeter (not in use) s/n 80243
Custom built single station silk screen printer
Kobo TC-812 automatic hot stamping machine, s/n 2541
Custom built vacuum forming stations c/o: (3) Freedom & (6) custom built table top vacuum frame presses, vacuum pump, & (3) wooden tables
(7) HP Netbooks mini laptops
General 90-280Ml wood cutting 17" vertical handsaw, s/n 90961315
General 90-170B wood cutting 14" vertical handsaw, s/n 92464414
Middleby Marshall PS360S-4 stainless steel natural gas flow through conveyor oven, s/n 10050715R
(3) 2012 Landis S-500 dual head shoe machine grinders, s/n 1915, 1889, & 1888
2007 Landis S-500 dual head shoe machine grinders, s/n 1353
2
Exhibit "A"
94
Exhibit "A"
@ Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Item Description
25 (2) 2006 Landis S-500 dual head shoe machine grinders, sin 1207, & 1317
26 (3) 2005 Landis S-500 dual head shoe machine grinders, sin 1168, 1139, & nla
27 2004 Landis S-500 dual head shoe machine grinders, sin 1019
28 (2) 2001 & 2002 Landis S-500 dual head shoe machine grinders, sin 753, & 798
29 (3) Mastercraft table top drill press wl LED light
2004 Milltronics RH-20 3-axis CNC vertical 30 milling machine clw Centurion 7 controls, sin
8191
2005 Milltronics RH-20 3-axis CNC vertical 31 milling machine clw Centurion 7 controls, sin
8703
32 (25) Steel caits wl plastic paits bins
33 (10) Utilitech floor fans
34 Freedom table top vacuum chamber wl Vuototecnica vacuum generator
35 (2) Landis Letendre MGP34 dual mini shoe grinder machine, sin 15972, 30206
36 Landis shoe grinding machine wl built-in dust collector
Effective Date: December 2018 3
95
Item
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
Effective Date: December 2018
Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Description
(3) Powerfist customized 6" bench grinders
Travelling head clicker
King Canada single bag dust collector
Flammable materials storage cabinet
Custom built wood ventilation table
2008 Supreme MC4 hand trimmer, sin 21090
(2) Red Wing 704D-T doubler sided sanigrinders, & King single bag dust collector
Landis OMCVS --, sin 19006
Custom built desktop PC wl (2) LCD monitors
(10) Master electric heat guns
(7) Assorted plastic & metal shop carts
(2) Blue Ox JX2-5000DCO air cleaners
Sani-Grinder 700 dual pedestal grinder
(2) 2017 Landis dual mgvs mini shoe grinder machine, sin 18723, 19007
Quantity of assorted color plastic parts bins
Metal employee lockers
4
Exhibit "A"
96
Exhibit "A"
(§ Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Item Description
53 Beam central vacuum system
54 Assorted hand tools, raw materials, supplies, etc. throughout main production area
55 King single bag dust collection system
56 King CT-108C belt sander, s/n LR63416 c/w Craftex dust collector
57 (2) 2015 King KC-689-OSC 6" x 89" oscillating edge sander, s/n 1505033, 1505021
Custom built vacuum forming stations c/o: ( 4) 58 Freedom & (2) custom built table top vacuum
presses, vacuum pump, & wooden tables
59 Grand Chef electric oven
Assorted office furniture, filing cabinets, (2) 60 medical patient chairs, medical supplies,
packaging, displays, etc. (under & on racking)
Complete contents of warehouse offices c/o: 61 computers, monitors, desks, printers, chairs, filing
cabinets, etc.
62 (5) Sections industrial pallet racking (in shipping & receiving
63 Assorted packaging materials, boxes, etc.
64 (5) Assorted filing cabinets
65 Pallet jack
Effective Date : December2018 5
97
Effective Date: December 2018
Item
66
67
68
69
Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Description
(3) Medical patient chairs & (8) stacking chairs
Canon ImageRunner 3225 photocopier
Desktop computer, monitors, & printer (in shipping area)
Large quantity of assorted wood orthotic foot molds
Exhibit "A"
70 Asso1ied plastic parts bins throughout facility
71 DayForce & Arcoprint 175 time clocks
72
73
74
75
76
Contents ofcafeteria c/o: fridges, (14) stacking chairs, folding tables, first aid room, etc.
Contents of the main offices c/o: desktop ,_ Zx, /.,,). / /V~'l' "'c I/" s/4 ye"' computers, laptops, LED & LCD monitors, desks, /11" ' L ~ -.., e. chairs, file cabinets, office supplies, etc.
Canon ImageRunner Advance C5235A photocopier
Complete contents of server room c/o: (3) Dell - e.. x c. / ... J, -''J T610 servers, Dell T620 server, server rack, portable air conditioner, battery backups, etc.
(2) Cutera Genesis Plus cosmetic laser for toenail fungus removal
6
i)e// T6 IO ::.e ,-.,,?,3
/le II T 6- zo 5"e,- .-e,~
98
Effective Date: December 2018
Item
77
Ontario Orthotic Lab Inc. 42 Niagara Street
Hamilton, Ontario
Description
Storz Medical Extracorporeal Pulse Activation Technology (EPA T) shock wave therapy machine w/ power energy unit & Storz R-SW hand piece
78 Kraemer ECT-type dust collection system
7
Exhibit "A"
99
Item
1
2
3
4
5
7
8
9
10
11
Effective Date: December2018
Walk'n Comfort Inc. 20 Vogell Road
Richmond Hill, Ontario
Description
Assorted computers & monitors found throughout the store c/o: (2) Lenovo all-in-one desktop
computers, (3) Cooler Master custom built desktop PC's w/ LG LCD monitors & receipt
printers, Lenovo mini PC w/ (2) Viewsonic LCD
monitors, (2) HP pavilion all-in-one PC's, paper shredder, etc.
(3) LG 47LK250 47" 1080p full HD wall mount
LCD TVs
(2) Brother MFC-7460DN multi-function printers
(4) Lifeline plastic folding tables
Ritter M7 SpeedClave steam sterilizer
Contents of office c/o: desk, (2) brown vinyl guest
chairs, green vinyl office chair, bookcase, Pioneer AV receiver, desktop computer, printer, & LCD
monitor
(6) Black leather guest chairs, (2) side tables, oval coffee table, sofa table, water cooler, & bar fridge
Office furniture from (3) offices c/o: ass01ied chairs, desks, tables, cabinets, bookcases, etc.
Ritter M9 UltraClave steam sterilizer
Midmark M250 Soniclean ultrasonic cleaner
8
Exhibit "B"
100
Effective Date : December 2018
Item
12
13
Walk'n Comfort Inc. 20 Vogell Road
Richmond Hill, Ontario
Description
(2) Medi-Plinth superior podiatry patient chairs, supply storage cabinets, Ikea desks, practitioner chairs, etc.
Medx MBMl 100 acupuncture/ rehab laser system
Exhibit "B"
14 (2) Orthofex Micro-air podiatry drill w/ vacuum
15
16
17
18
19
20
21
22
Contents of the server room c/o: Cisco SG200 26-port switch, Cisco VOIP phone system w/ handsets, (3) APC SClO00 Smart UPS, & (2) Dell T410 PowerEdge servers
Supreme single sided shoe grinder w/ dust collector
Red Wing 700 single sided sani-grinder
2012 Landis FB19 Fume Buster 19" portable fume extractor, s/n 18846
Assorted computer and electronics consolidated from Jane Street location c/o: desktop PC's, monitors, printer, etc.
Assorted support equipment c/o: heat gun, shoe stretcher, work table, warehouse carts, etc.
Xerox WorkCentre 3550 mono laser multifunction printer
Xerox WorkCentre 5330 black & white photocopier / multifunction printer
9
e x c /-1 ~/, / /.e.,,, s e. cl o > ~ e )-
X .e v-> i< Wo, 4_ Ce .. )_e >? JC)
101
Item
23
24
25
Effective Date: December 2018
Walk'n Comfort Inc. 20 Vogell Road
Richmond Hill, Ontario
Description
Approx. ( 45) sections of stationary and rolling space saver style light duty warehouse shelving
Contents of lunchroom c/o: Maytag fridge & freezer, microwave, plates, cups, cutlery, etc.
Assmied store fixtures & display racks (not attached to walls) & furniture & toys from kids area
10
Exhibit "B"
102
Effective Date: December 2018
Ontario Orthotic Lab Inc. & Walk'n Comfort Inc. Footwear Inventory
Richmond Hill & Hamilton, Ontario
Brand Quantity (In Pairs)
Adidas 72 Apex 3 Asics 461
Biotime 267 Birkenstock 48
Biondo 59 Bloodstone 6
Clarks 85 Columbia 27
Drew 12 Florsheim 34
Hush puppies 24 Jana 30
Josef Seibel 50 Keen 22
Lacoste 36 Naot 9
New Balance 194 Pajar 55 Puma 248
Reebok 72 Rockport 100 Saucony 237
Sketchers 259 Sperry 92
Stacey Adams 28 Terra 14 Uggs 82
Miscellaneous 23 Richmond Hill Stock 1,916
TOTAL
11
Exhibit "C"
APPENDIX "E"103
PURCHASE AND SAJ.E AG~ ·
This Agreement dated lanuaJy 21, 2019 is made,
BETWEEN:
RECITALS
WHEREAS:
The Fuller Landaa Gl'O■p Ia.e., solely in its.capacity as court appointed receiver of Ontario Orthotic Lab Inc. and Premier Footworb Inc., and not in illl personal capKity and without eny personal or corponm, liability
(heroinafter referml to as tho "Vendor")
-andM
2'7ffl7 Onwlo Inc., a corporalion incorporated under the laws of the Province ofOlltmio
(hen,inafter refemd to as dlo "Pa~
A. Pursuant to the Appointment Order, the Vendor was appoimcd as nceiver of tha assetB, undertaking, and piopemes of each of0n1ario 01'thotic Lab Inc. ("Oolab") and Premier Footworks fne. (".Pnmier");
B. The Appointment Order, among other things. autborm=s tbt Vendor to marbt and sell all or any part ofdl.e assets. undc:rtakinp and propertiea of the Companies;
C. The Purcbasor bas agreed to pumaaso fiom the Vendor, and the Vendor has agreed to sell to tho .Purchaser, all of tho Companies' right. titlo and intefcsl. if any. in and to the Purchased Assets.
NOW THEREFORE. in conmc,ation of the promises and mutual covenants and aa,w,emcnls eonllinod in this ~t and other good and valuable consideration, the receipt and sufficiency ofwhicb are hereby adtnowlcdged by tho Parties, the Parties hereto agree with each ·other as follows:
ARTICLE! INTDPRETA110N
t.J DefinJtioP!s
In this Aa,eemart. the, followiug terms shall havo the meanings set out below nnJoss the context NqUires otherwise:
(1) "Agreaaent" means this Agreement. btcluding any Schedule to this Agreement, as it or they may be amended or BUpplemcmtod fiom lime to time. and the expres$ions "hereof', "herein", "hereto", "hereunder", "hereby" and similar oxprms.ions refer fo this Agreement and not to any particular Section or other portion of this Agn,ement.
104
2.
(2) "Appllcable Law'' means, with respect to any Person. property, trln1laction, eveot or other matter, auy Law n:lating or applicable 1o sum Person, property, tnms11cti0tl, event or other matter. Applicable Law also includes. where appropriate. 1111)' intcrpre1ation of the Law (or any part) by any Person having jurisdiction over it, or charged with ifs administration or interpretation.
(3) "Appointment Order"' means the Order made by the Honourable Mr. Justice Penny on December 13, 2018, appointing dle Vendor as receiver of llll of tho IISHCs, undertakings and properties of each ofOolab and Premier.
{4) "Bmineu Day" means any day except Saturday, Sunday or any day on which banks are generally not opon for business in the City of Toronto.
(5) "Bu.ainep Prem.ita"mean1 collcdiveJy and individually, 42 Niagara StRet. Hmm1ton and 20 Vogel Road. Ricmnond HiU.
(6) "Canadha■ lloDan" means the lawful cum:ncy of Canada.
(7) "Clollag" moans 1h11 complotion of 1he purchase and sale of the Purchased Assets in a~ with the provisions of this Agroemcnt.
(8) "Closbag Dace" means January 23, 2019 or BUch ether date as may be aped by tho Pun:baserand the Vendor,
(9) "Cloal1g Time" means the time of closing oo the Closing Dafe provided for in Section 3 .1 .
(IO) "Companies" means c:olleetively, Oolab and Premier and "O>mpnay" mOlllls any Olle of them;
(11) "Coart" moaos the Ontario Superior Court of Justice. Commereial List.
(12) "Deposit' bas the meaning given in SIIClion 2.3.
(13) '"GcmnanHlllb.l Endty" means any fcdcral, provincial, or municipal court. board. tn'buna). arbib'ator or arbitral panel, adminislrativo agency or commission or other govaruoental or regulatory agency. minimy, dcpm1mtmt or authority.
(14) "HST" means the hannoniml sales tu imposed under the Ercure Tax A.Cl (Canada).
(JS) "Law" DICllll! common law. order, judgment. decree, law, statute. ordinance, role. instrument, code, oonatitution, treaty, rule, regu1idion or other n:quiranont of lllllY Oovemmcntal Entity.
(16) "Uabllltla" meaD5 all costs, expenses, chmps, debls, liabilities, claims, demands and obfigati009a whethl!I' primuy or SCCODdary, direct or indirec:t. fixed, contingent, abQOJUlb ar otherwi-. under or in respect of any contract. agreement. anangemcnt. leuo, cxmunilment or undertaking, Applklable Law and Taxes.
(17) "'Party"' moans a party to this Agreement and any roference to a Party includes its suceessors, pennitted assigns aod heus; "J'ardeaU means every Party.
(18) , "let& • Records" means the Premier patient records which fonn part of the Purcbasod Assets.
105
3
(19) 'Tenon" is to be broadly interpreted and includes an individual, a corporation, a pa,tnmhip. a trust, an unincorpot'an,d mpnimdon. the government of a ~ or any political subdivision thereof, or any agency or department of any such government. and the execufor6, administmors or other legal ~tatiws of an .individual in such capecity.
(20) "Plut" means 42 N"iagara Streot, Hamilton. Ontario where Oolab is located.
(.21) "Parehruled Auea" means all of tho Vcndor•s and Companies' right, tide and intorest in, to and ondor or ~!ating to tho following assets:
(a) Oo!ab phone number. (90S) 521-1230;
(b) Two (2) di,sk top computers and one (l) scanner located in the prodl!(¢ion room at the Store;
(c) Wood ortbotic wot molds, locatod at tho Planti
(d) Oolab and Premier's signago and marketing matmaJ, including the brochures, located at the Plant;
(c) Any remainins Oolab customer orders located at the PJant;
(f) Trademark with bsistratkm Number TMA636S2 - "Driving the Orthotie Revolution .. , u further descn"bod in Schedule 1.1(21Xt);
(g) Websma and domains listed in Schedule 1.1(21 )(g);
(h) Oolab custmner list; and
{i) Patient Records.
(22} "l'urdwe Price" has the meaning given in Section 2.2.
(23) "hn:lwer" has the meaning givon in the recitals above.
(24) "Ptlrdla!fer'• SoUdton .. means Mann Law.
(2S) "Removal 'llme" means 3:00 p.m. {l3astem Slandard Tune) OD January 24, 2019.
(26) "R.iallfa" has the meaning given in Section 3.4.
(27) "Storen means 20 Vogel Road, Richmond Hill, Ontario whete Premier is ~.
(28) 'Tus' moans aJl 1axes, charges. fees. levies; imposts and OCha- asscsments, including all income, sales. use. goods and services. value added, capital. cqital gains, altemative, nctworlh. transfer, profits, withholding, payroll, employer heal1h, ~ise, mmchise, real property and personal property taxes, 111d any other faXes, customs duties, fees. assessments or similar charges in the nature of a tax including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and WOJkers compensation premiums, together with any instaJments with ~tfleRto. and any inteft:St, fines and penalties. imposed by any govemmaofaJ authority (mcluding federal, st.ate, provincial, municipal and foreign governmental authorities), amd whether disputed or not.
106
4
(29) "Tnuactloll" means the transaction of purchase and sale contemplated by this Agreement.
(30) "Vendor" has the meaning given in the recitals above.
(31) .. Veador'a SoHdton .. means Minden Grou LLP.
1.2 PMdfv• and Table of Cogtpts,
The division of this Ag,eement into Articles and Sections and the insertion of headings arc for convenlenco of merence only and shall not affect the consmictrcn or~ of this Agrement.
1.3 No Strid. Comtradiog.
The language used in this~ is the language chosen by the: Parties to express their mutual intent, and no rule of strict eonstruction shall be applied apinst any Party.
1.4 PfJU!l.lm •m! §e!g,el'.
Unless the context requires odierwise, words importing 1he singular include the plural and vice versa and words importing g-endor indudo all genden. Where the word "including'1 or "inc:ludes" is med in this Agreement, it meims "including (or includes} without limitation".
l.S Bmigep Dan.
lf any payment is required to be made or other actim is .required to bo taken puMllDt 1o this Agn:emcmt on a day which i11 oot a Business Day. thc:n such payment or action shall bo made or blketl on rho next Business Day.
t .6 Currency ud Pami__.gt QW@wm.
Bxcepl as otbcrwiso expressly provided in this Agreemem:
(a) all dollar amounts mmed to in this Agn:cmont are stated in Canadian Dollars~ HIid
(b) any payment contemplated by this Agreeme,lt shall bo made by win, transfer to the offices of tbc Vendor's solicitors, or as the Vendor may direct in writing.
1. 7 StatRf! Reterenea.
Any reference in this Agn.,ement to any llfa1Uto or any section thereof shall. unless otherwi.ae expressly stated. be deemed to be a reference to such statuie or section as amended. ~d or R-ellllCted f'tom time to time.
t .8 Section and Sebedale Rerereaca.
Unless 1he context requira otherwise, references in this Agn,emart to Sections or Schedules are to ~ons or Schedules of this Agreement. The Schedules to this Agreement, listed as follows, an, an integral part ofdlis Agreement:
Schodule J.1(21)(f) Trademark Schedule l .1(2l)(g) Websites and Domams
107
ARnCLE2 J!YRCHASE OP .tqm;
s
2.1 Agl'fflHPt to Pprduu@ and,,id1
Subject to the terms and conditions of this Apement, the Vendor ahall sell and the Purchaser shall purchase tho Pwdiased Asaets.
2.2 Am,upt o(fl@PYPrit+
The purchase price payablo by the Pumba9er to tho Vendor .for the Purobased Assets (the "Purehase Price") shall bo Plft.y noasaacl J>ollan ($50J)OO). ex.elusive of any applicablo Taxos,
2.l )!eposit.
The Vendor is holding a deposit provided by the Purohaser (tho "Deposit") in the. amount ofSnen 11aeuud Jftve Jlandrecl Dollan ($7,500). The PUR:haser authoriies the Vendor to disburse the Deposit in accordance w.ilh Che following provisions:
(1) if dw purchase and sale of tlJc Purchased Assets is completed in accordance widl die tams of this Agreement, then the Deposit shall bo roleased ftom 1rust and appliod towards payment of the Purohase Price;
(2) if the purchase and sale of the Pun::hased Asseta is not completed due ,ololy to a default by tho Purcllaset-, then the Deposit shall be forfeited by the Putchaser as liquidated damages (and not u a pcnalt,y) without prejudice to any other rigfds and remedies of tho Vendor arising from the Purchaser's default; and
(3) if the purchase and sale oftbe Purchaaed A8IICl8 ia not completed for any other mson, then the Depo!tit shall bo remmod to 1bo Purdtaser and 1be Pwoh11SC1T and the Vendor shall be reJoased from all obliptions under this Agreement.
2.4 Paymeat or Plll'!!"•a,e biioe.
Tll6 Purchase Price shall be paid and satisfied by the Purchaser at the Closing as follows:
(1) the Deposit shall be peidtotbe Vmdor and credited against the Putchase Price in accordan~ with sub5ection 2.3(1); and
(2) the balance,. together with HST on the fuU Purdwe Price, shall be paid to the Vendor by way of wire transfer to the offi"8 of Valdor's Solici1ofS, or u the Vendor may direct in writing.
2.S Pament o!Trm aqd hdemnlty,
Tho Purchaser shall pay all Taxos resulting from the Tl'8nSIKltion ( Olber than Taxes payable under applicable legislation by the Vendor). The Pur<lhaser hereby indemnifies and saves the Vendor JumnJoss from and against all claims and demands for the payment of Tues mdgible in connection with the
108
6
Transaction. including penalties and interest thmon and aay liabilities or cosls incum:,d as a result of any failure to pay such Taxes when due.
2.6 EHlqded Uabffltfes
The PurdJasor shall not assume and shall not be liable for any debts, liabilities or other obligations of any Company.
2. 7 No Pvrelwe Price Adhgt.anc..
The Purchaser acknowledges. oonfinns and agn,es that thm shall be no adjustment of any kind to the Purcbue Price fur any reason.
2.s Ma~e From and after execution oftbis Agreement up uatil March 1 J, 2019. lhe Vendor, or its audloriDd.
Mpmentatffe <ir agmts, shall be enti1lod to the use of ell intellecwal property of the Companies including but not limited to copyrights. trade names. brand namesi, corporare names or any other type of intellectual pms,enyreasonabfy required by the Vendor. or its au1horiad repwtative or agans. in order to advertise, auction and/or soHcit proposals for third party sales of the Companies asseta that are not the Purdwcd Assees.
3.1 Qwg.
AB.TICLE3 CLOSING.ARgANG~S
Tho Closing shall tab, plece at 12:00 p.m. on the Closing Date al the officos of Ibo Vendor's SoJieitaff. or at 61ICb otbertime on tho Closingl>lde or sQGh o1bor place u may bo agrood orally or in writing b)' the Vendor and the Purchaser. All ofdte Pun.based Assets are to be located on the Business Prerni$ea on Closing.
3.2 Vador'• Clollag ,l)eliurig,
At the Closing. tho Vendor shall deliver or cause to be delivered to the Pwdlascrr lhe following documents:
(1) Bill of Sale. in a form agm,d to by the Vendor aod the Purchaser prior to Closing (acting reasonably) executed by the Vendor;
(2) a certificate of an officer of the Vendor, dldM as of the Closing Dale, confinning that (i) all oftbe representations IIIJd wamurtias of the Vendor c:ontained in this Agff:ement ~ tme as of tho CIO$lng Date, wi1h th sameetfect aa though made on and as ofthe Closing Date and (il1 that each ofdtc c:onditiona procedcnt in Section 4.3 of this A8feCJJic,nt havo been fulfil.led, performed or waivod as of1he Closing Date;
(3) all deeds of conveyance. bills of sate. assurances,. transfers, assignments, consents, and such other agreements, documents and instruments as may be reasonably requested by the Purcbuer or the Pwdwcr's SolicitoJS to complete du, Transaction; and
109
7
(4) all such odt« agreements. cb:umeo1B and instrumenti as may be reasonably reques~ by the Purchaser or the PuroMS«'s Solicitms to complete the TmnsactioD.
3.3 lanilwel"'s CJoslne Jhllyerles.
At the Closing. the Purohaser shall deliver or cause to bo delivered to the Vendor tho following docwnents and payme11t11:
(1) Bill of Sale, in a form agreed to by the Vendor and lhe Purchaser prior to Closing (acting reasonably) executed by the Pun:huer;
(2) tho payments refmed to in subsections 2.4(1) and 2.4(2);
(3) a certificate from the Purchaser. dated as of the Closing Date, c:onfirming lhat (i) all of tho representations and warranties of the Pwdw« contained in this Agreement are true as of the Closing Date, with the same cff'eatu though made on and as of tho Closing Dato and (ii) that each of the conditions ~t in Section 4.1 of this Agreement have bee.o ftdfillcd, perfcnnod or waived as of the Closing Date~
( 4) an undertaking from the Purcha.scr, dated as of tha Closing Date, CODrmning that the Purchaser shall (i) cnaun; at a minimum to the standards of a health cue professional, that ffte Pationt ~ remain caifidemial and secure; and (h') .retain the Patient Recards for at least ten (JO) years following a patient's last visit to Premier or if a patient was less than eigbteen ( 18) years of age at the time of tho last visit to Premkir, tho dtr; tho patient becomes or would become eighteen yea,sofage;
(S) an indemnit.y agreement ro: Taxes. in a form agreed to by the Vendor and the Pindwer prior to Closing {aoting reasonably) duly executed by the Pmdlascr; and
(6) all such other ~ . documents and instruments as may be reasonably n:qucsted by tho V~r or tho Vendor's. Solicitors to complote the Transaction.
3.4 Npn-Tntn!f!rable ud Non-A•dgnallle Pprehased MKfL
To the extent that any of the Purchased Assets to be tnmsfemd to lbe Purcbsscr on tho CIMiag. or any claim, right or benefit arising under or resulting fnnn such Purohased Assel8 {collectively, the "Rlptl"), is not capable of being transferred without the approval, consent or waiver of any third Person, or if the iransfer of a Right would c:oDltituie a bn:aah of any cbHption under, or a violation of, any ApplicabJo Law un1w tho approval, consent or waiver of IIICh tbiRI Person is obtained. lheo. except as expmsly othc.-wise provided in this Agreement and without limiting the ripts and mnedies of the Purchalier contained olsowhere in 'this Agreement. this Agreement shall not comlitute an agreement to tnmsfer such Rights unless and QD.til such approval, conscmt or waiver has been obtained. Aftarthe Closing and for a period of 10 days following die CJosing. or such laterdatus the Parties may ape, the Vendor shall:
(a) comply with the terms ~ provisions of 1be .Rights as agent fur the Purchaser at the Purchaser's cost and for the Pun:hascrs benefit;
110
8
{b) cooporate with the, Purchaser in any msoh8ble and lawfuJ urangcmcnts designed to provide the benefits of such Rights to the Purchaser. and
(c) enforce, at the rmsonablo Rquest of the Purchaser and st 1ho expense and for the eccount ofthePurchuer1 anyrigbtaoftbcVendororanyCompanyarisiog&omeuchRigbtsagaiost any lhhd Puson. including the risht to eloct to teiminate any such rights in eccordimc:e with the terms of sl.lCh rights upon the writton diroction of the Purchaser.
In order that tho filll value of die Rights may be realized for die benefit of the Purchaser, 1M Vendor 8hall. at the request and eq,aso and under the direction of the Purdwer. in the name of the Vendor ar otherwiso aa tho Pun:baser may spocity. take all such action and do or causo to be dono all SPeh things as an. in tho reasonable opinion of the Purchaser. necessary or proper in orclor that the obHpuons of any Company und« such RighlS may bo perfonned in such 1IL11U1er that the value of sudt Rights is preserved qnd enun,s to tho benefit of the Purchaser, ud that any moneys due and payable and to become dllll and payable to the Purc.haser in and under the Righta aro reeeived by the Purchaser. Th6 Vendor shall promptly pay to the Pmdwer all~ collected by or paid to the Vendor in respect of~ such Right. To the ment that such approval. consent or waiver bu not been obtained by tho 1 ()Ill day following the Closing, or such hderdato as tbcPardes may ape, such lUJht aball deemed to be an Excluded As.,ot and the Vmidcr may tmnin~ any agreement po,tainingto such Right. 1bc Pw-cbaser shall indemnify and bold tho Vondor harmlass from and against any claim or liability UDder or in nsspcet of suoh Rights arising because of any action of the Vandortaken in accomanc:e with dJis Sec:tion.
4.t Pqrdlmr• ~lt!~
ARTICLE4 CQffl)fflONS OF CLOSING
The Purdluer shall not be obliged to complea, the Transaction unl~ at or bcron, the Closing Tune. eaeb of the follc:,wiug conditions has been 811lisfied. it being undentood that the following conditions are .included for the exclusive benefit of the Putchaset and may 116 waived. in whole or ua pert. in writing by tho Pllrchaser at any time; and lhe Vendor asn,c,s with the Purcllasor to tab all such amom, steps and proccodings within ils RIUOD8bJe control as may be necessary to eusuro that the followillg conditiODS are fulfilled at or before tho Closing Time:
(1) RqJrewrtaJ/on., and Wtl1'1'Q11tia. Tho n,pm,catations and warranties of the Vendor lo Seclion 5.2 shall be tme and comet at the Closing.
(2) Yendor:,O Compliance. 1'be Vendor shall have pafonnod and oompJiod with all of the terms and conditions In tbia Agreement on Its part to bo perfunned or complied with at or before Closing and .shall have executed and deli\11:J'Od or caused to have been executed and delivered to the Purchaser at the Closing all the dooumems contemplated in Section 3.2 or elsewbcre in this Agrcemeot.
(3) Na Litigation. There &hall be oo litigation or proceedings pending against any of the Parties hereto, or involving the Companies' busineas or any of the Pwdlased AS8CfB, for the puipose of mjoinlng, preventing or restraining tho oompletion of the Tnmsactlon or Olherwfao claiming 1hat such completioo is Improper.
111
9
4.2 Copditiop Not FulfiDed.
If aoy condition in Section 4.1 has not been fillfillcd at or before the Closing Time. then · 1tie Purchaser in ifs sole discmion may, without limiting any rights or nm:tedles avaUablo to the Purchucr at law or in oqnity. either.
(1) te.nninale this Agreement by notice to the Vendor, in which event the Pun:baser shall be released from ifs obligations under this Apement and die Deposit shall be promptly mumcd to 1he Purchaser; or
(2) walw compliance with any such condition without prejudice to ifs right of tamlnation fn the event of non fulfillmont of any othcroondition.
4.3 Veador'• Conditions.
The Vendor shall not be obliged to complote the Transaction unle.u., at or befon, tho Closing Time. each of the following conditions has been aatiafied. Jt being understood that tho following aonditions ara included for the excfusivo benefit of the Vendor. and may be waived, in wholo or in part,. in writing by Iha Vendor at any time; and tho Purchaser agrees with the Vendor to take all such actions, st.,ps end prooeediogs wi1hin the Plnhasa's reasonable control as may be necessary to ensure that the following conditions are fulfiUed at or before the Closing Time:
(J) Repruelllalions and Wtll'l'anttu, The representations and warranties of the Purchaser in Section S. l shall be true and correct at tho Closing.
(2) Pvrr:ha.sa-'8 Complllz,,a. The Purchaser shall have performed imd complied with all of the terms and conditions in this Agreement on i1s part to be to be performed by or complied with at or bmn9 tho Closing Time md shall have executed and dellvemf or causod to have been executed and dclivcml to tho Vmdor at tho Closing Time all the documents contemplated in Section 3.3 or elsewhe:ro in this Agn,ement.
(3) No Liligalion. ~ -11 be no litigation or proceedings pending IJ8llinst any of the Panics hereto, or involving the Companies' business or any oflhe Purclwcd Asset,, for the purposo of enjoining. preventing or rostraining the completion oftha Tnmaaction or otherwise claiming that such completion is improper.
4.4 Condtdop Not lfnffltlm.
If any condition in Section 4.3 shall not have been fulfilled at or before the Closing Tiaie, 11m the Vendor in its sole discmion may, without limiting any rights or mnediea available to 1he Vendor at hlw or in equity. either:
{1) terminate this Agreement by notice to the Pun:ha&er in which eveqt tho Vendor shall be released from all obligations under this Agtecment and, unless tho condition 1hat was not fulfillod was contaiued in subsection 4.3(1) and (2), the Deposit thereon shall be promptly returned to tho Purchaser and the Purchaser shall be relcasccl m,m aQ obligations under thla Asmment; or
(2) waive compJinnce with any such condition without prejudice to its right of t.erminadon in the e\lent of non-fillfillmcnt of any o1ber condidon.
112
ARTICLES 1:m1:,n,em411094r;mw~
S. 1 &J!J!!AAt&timu ·tn!d Wlinllg'del o(tite,Pµ~
Ar a maleriaJ inducement to the Vendor's entering into this Agreement and eompleting the Transaction and acknowledging that the Vendor is ontmng into this Agreement In reliance upon the repment.ations and wammtiea of the Purdusr set out in this ScclioD 5.1. the Purchu« represents and wananbJ lo the Vendor as follows:
(I)
(2)
(3)
(4)
(S)
S.2
Nan•Ruidacy: The Pwchuer is not now and does not intend to bocome, prior to Closing. a nonresident of Canada within the meaning and purpose af Section 116 af the Income Tm Act (Canada).
Health Profo!liona/. Moona. Rahcmtulla la a regimred pedorthist with the eoi. of Pedorthics of Canada and the Purclwer'11 businea employees n,gistetecl chiropodists.
Due .Authoraation. The Purcbaaor bu, or will have at the Closing Timo. tho capacity to CIDler into this Agreement and all other agn,emc,nts and instntmen1B to be executed by it u contemplated by this Agreement and to carry out ks obligations under this Agreement and such other agreomen1s and instruments. The execution and deliVCJy of this Agreement and such other 11~ and iflSb'Umentl and the completion of the Tl'imlllKllion and sudi other agreements and instruments have been, or will have been at the C.tosiDg Time, duly authoriml by all nccessl1)' oorporate action on the part of lhe Purchaser.
~abllily of Obllgotlons. This Agreanent constitutes a \lllid and bindmg obligation of 1hc Purch&ter eafim:eablo against the Pun:haser in accordanee wilh ha t.enns subject. however, to limilatiQllS on enfarr.cment imposed by bankruptey. insolvency or odi« Jaws affecting the ~ of the rights of creditors or odlCll'B and ta the emnt that equitable rmncdie.s such u specific petfomuutce and iajunctioos in oaJy amiable in tho discretion of tho eourt from which tboyaresoupt.
HSTIGST. Tho Purchaser is a ~!dram" under Put IX of tho E:iw/38. Tac ACI (Canada} and its "3is1ntion number is R•••••-1 or the Pun:haser will bo such 11 "registrant" at the Cloung Time and will notify the Vendor of its n,gisb-ation number prior to such time.
ft!p'!!fmdpu and Wm!Ptw of#Yedct..L
A5 II ma:b:riaJ inducement to tho Pun:hasa-•1 entering into this Agniclment and completing du, Transaction and IICknowleclging that the .Purcbaset is imterina into this Agreemmrt in reliance upon the tepn$Cllbdivas and warranties of the Vendor set out in this Section S.2, the Vendor n,prelClllts and wamu,ts to the Purchaser as foJJows:
(l) Non--Ruidency. The Vendor 1J not now and does not intend to become,, prior to Closina, a nonresident of Canada within the meaning and purpose of Section 116 of the Income Tea .A.ct (Canada).
(2) A.uthorlly to Self; '111c Vendor has the right, JIOWW and authority to seU dte Purcba.sed Auets and to pcrfonn all other obllptiona contemplated in this Agreement, in accordaoce with the terms and conditions of this AgrCIOPlODt end the Appoiotment Order, Tho Rt:ceiver has tho right to sell the
113
11
Purchased Assets pursuana to the Honourable Mr. Iustico Penny"s Order dated December 13, 2018.
(3) 'fl"endar '6 Notice. The Vendor shall make reasonable efforts to provide notice oflho sale of Patient Records to all the Persons whose Patient Records funn part of the Purobased As.,ets.
(4) HST/GS'/'. Oolab isa ~u:nda'PartJX ofthe~i.rt Tax..4ct(Canada) end its registration nwnbe:r is 86387 7486 RTOOOI.
(5) C<R'lll'OI of Busfttu1 l'remuu; 'The Vendor bu all necessary right. title and intemt in the Business Premises so as to pennit the Purchaser aooesa as permitted under this A.a,eement
S.3 Snrytval ofJlepfflAAbltinn.uod '\YAttaAtiq.
Tho :represoncationa and wmrantim of the Purdwer and Vandorc:ontained in Scetions S.1 and 5.2. respcctiwly, or any other ap,ement. cerdficate or iDS1rurnent delivered pursuant t.o dus Agrr.ement llhaU survive the Closing until the earlier of tJm:e (3) months thenlafter end the date on wltich tho Receiver is discharpd by the Court.
S.4 "Aa is, Wien la",
The Pwdwor acknowledges dw dlo Vendor is selling tho Purcbascd Assets on an "as is, where is''. no l'CCOW'Se basis as they shall eixist on dto Closing Date subject to tho Ve.odor's covenant that tho Purchued Assets shall au be located at the Buafnoss Premises. The Purchaser .furlbet aclmowlodps that it has entered into thisAgn:,c,mcnt on tho basis that the Vendor doos not guaramee title to the PurclwedAssets and that the Punlhaser bu c:onductN such lmpcctions oflho condition of and title to the Purdiased Asads as it deemed appropriate and has satisfied .Itself with regard to tfieae mattm. No reprosentation, warranty or condition is expRSSCd or can bo implied as to title. encumbranee8, deioription, existc:ffl;e,, fitness for any putiadar pmpose. or at all. morchantability, condition, quantity or quality or in respect of any olhet matfB or thins whatsoovcr conoemiag the Purchased Assets or tho right of tho Vendor to sell or Ulign same save and except as expressly rep.osented 01 wammted hmin. Without limiting the pnerality of tho fongomg. any and all conditions, warrantios or ,ep,esenta1imis e:iqm,ssecl or implied pumwrt to the Sa/~ of GoodJ Act {Ontario) or similar legislation do not apply hereto and have beai waived by tho Plm)hasor. The d-.ription of 1hc Purehased A&WltS contained in this Agreement is for the pwpose of ide.ntification only. No repmmtatioo, wanaoty or cood'dion tu.& or will be given by the Vendor coacernfng compld.cmess or tho aceUl8C)' of such descriptions. 1be Pun:has.cr further actnowJodges that all written mid om1 infurmation (mcluding. without limitation, 11J111lyses, financial information and projeetions, oompilationl and studies) obtained by~ Purdiaser from tho Vendor with respect to the Purchased .Aasels or otherwise n:lating t.o the transactions contemplated in this Agn,oment has been obtained fur the convmicnae of dJc Pun:baser only and ia not Wllmlllted to be, aeewate or complete. 1be Purchasor further acknowledges that the Vendor shall be under no obligation to deliwt the Purclwed AueCs to the Purdmser and the± it shall k Im Purchaser's responsibility to take possession of the .Purchased As•-
6.1 Rfak of Loss.
ARUCLE6 RISKOFLOSS
Until the Closing, tho Putdltl8od Assets shall remain at the risk of tho Vondor. In 1hc event that the Purchased Assets. or any part thereof. are malmally damaged by fire or other bu.ard &om the data of this
114
12
Agreement until the Closing Timo, provided that the Vendor ahall give written notice to the Pun:bascr of such material damasei and the Purchaser may elect in writing to the Vendor that it will either.
(11} ~ the procoeds of any insorancc available CJt actually paJd to the Vendor and apply same in RSpeet of the Purchase Priec and otherwise complete the Transaetion in accordance with the tmns set out in 1his Apement; or
(b) t.erminate this Agrec,ment,
The Pl,ll'Cbascr shall have five (S) Business Daya after n,ceMng notice from tho Vendor of material damage to make its elcotion in acc:ordance with subaecticn U(a) and 6.l(b) above. For the purposes of this section 6.1. damage to the Purdlased A.ssets shall be comidered material if the amount of such dmnage is equal to or piter than SS,000.
In the event that this Agnsement is terminated iu act.Ot'danco with sub9ocflon 6.l(b) above. the Deposit shall fimhwith be retumecl to the Pmdluer, wi1hout deduction.
1n the avent that the damage to the Purdwed Assets is less than $5,000, the Tainsac:tion shall be completed in accordll.DCe with the terms of this Agrwrmmt and without any reduction fn, or iutjustment to, the Purchase Price or any other change in tho terms of this Agreement, provided however, the Purdiaser shalt ~eive any lnsnmnce pmc:ccds payable in 00l'lllection with said damage as and when Ibey become aYailablo.
From and after Closing, the Purchased Assets llhall be at 1ho riak of the Purchaser.
ART!CLE7 POST-CLOSJNG ARRANGEMENTS
7.1 Remoyal of Pan;lraud ,A.saep.
The Purdwcr shall be responsible, at its cost and expense. for nmmving the Pun:bued Assets from tho Businoss Premises by tho Removal Time. From Closing to the Removal Time, the Vendor shall provide 8CCC$$ to the Business Pn:mieea fur the purposes of the n:moval and/or sale of the Pun:hased AJSCS1ll upon reasonable writtm ootico from the purchaser to the Vendor.
1 :i. The Vendor, or its authorized representative, shall bo entitled to be present during the nm.oval of the Pun:hased Asscbl fi'om the Business Premises..
7.3 The Pw.dtascr shall be solely responsible for any and all ~latDd 1hird party, including, but without limitation, Bell, IT service providers, and website hosting companies, expenses d>at it may incur in Older to etfect the transfer of the Ptm:haaed Ass$.
7,4 In the cmut that 1ho Purchaser fiuJs to (i) remove, or cau9e to have .removed. the Purchased Assm by the Removal Time, and/or (ii) leave the Business Premises in the condition required under lhis Article 7t or should the Vendor determine, acting rasonably, that the Purcbaset will be unable to remove the Purchased Assets and satisfy ita other obligations under tho Agreement befo:ro the :Removal Tiine. the Vendor shall be entitled to make such amn,gements with thud party n:moveni and cleaners as are nocessary to enst1re that the Pun:hased A9S019 an, n:moved and the Business Premises left In the condition required under dus Article 7 by tho Removal Time. and all such costs (mcludiog the professional tees and disbursements incurred by tho Vendor) ahall 'be tho sole rosponsl.bility of tho Purchaser.
115
13
ARTICLES OTJIEB fflST·CLQSING MATl'DS
s.1 Nop Memr,
Each Party hereby agrees tflll ~ provisions of dtis ~t. other than the conditions in Article 4, shall forever survive tho cxocutio:n, delivery and performance of this Agreement. Cloaing and the execution. delivery and performance of any and all di>cuments deliveml in eonnectiDD with this Ag.reemat.
8.2 Fgrtller App!JIDW,
F.ach Party shall promptly do, mtecufe, deliver or cause to be done. exec:utad and delivered all further acts, documema and thiDp in connection with this Ap,ement that tho other Party may reasonably require. for 1he purposes of givins effect to this Agmmant.
9.1 Expe~
ARTICLE9 GffiM:A!:,
~ Party snail be responsible for its own legal and other expenses (inotudias any Taxes imposed 011 such expenses) incurred in conaedion with tho negotiation, preparation. =,cution, dolivay and performance of this Agreamenf and the Tranaaction and for the payment of any brobr's commission. finder's ftle or like payment payable by it in n:spoct of the purchaso aod safe of the Purchucd Assets pwsuant to this Agn,emant
9.2 Anqoagcemuta.
Except as required by law, &II public announcemen1s coDQeming the Transaction provided for in this Agnlement or contemplated by dlis Agn:e.mont shall bCI jointly approved as to form. substance Ind timing by the parties lo this Agreement afer ccmsultation.
9.3 Capaelty
It is aoknowledged by the Pmchuer that the Vendor is entering into Ibis Agreement solely in its capaci1y as court-appointed m-.eiver of the assets, tmdertaking9 ud propmtles of lhe Companies. and that the Vendor shall have no pemonal or corporato liability under or as a result of this Agreement. Any claim apimt the Vendor shall be limitm to and only eoforceablo apinst Che assets, undertakin~ and p-operties them held by or available lo lbe Vealdor in its capacity as court-appointed receiver of tho Companies and shall not apply to its personal property and other asaccs held by it in any odJcr capacity. Tho tam "Vendor" as used in this Agreement shaU have uo inferonce or reference lo the present regirtffld owner of the Pun:hmed Assets.
116
14
9.4 NotJm.
(l) Any notico,, cortificatc. consent. cletcnnination or othet oommuoication required or ponniUed to be given or made under this Agreement sha11 be in writing and shall be effectively given and made if (i) delivered personally, (ii) sont by prepaid courier service or mail, or (iii) scot by fax or other similar means of cledtonic connnunicatioo, in each caso to the appHcable address set oot below:
(i) The hner Landau OMup Inc. IS I BJoor Street Wat. ll9- floor Toronto, Ontario MSS 184
Attention: Gary Abmmanson Email: [email protected]
with a copy to:
Mindco Gross LLP 14S King Street West. Suite 2200 Toronto, Ontario MSH 402
Attention: Hayley J. Larkin Email: [email protected]
(ii) if to die Purcbuer. to:
Moo.na RahemtuJla 2134 Hidden Valley Crescent Kitchener. Ontario N2C 2R.1
Email: [email protected]
-and-
Graeme White I 66 Uplaads Drive Kitdtcner, Ontmio N2M 4X6
Email: [email protected]
with a copy to:
Manni.aw 920 Deny Road, Bast Miasissauga, Ontario LST 2X6
Attention: Harjaap S Mann
Email: [email protected]
117
JS
(2) Any such communication so given or made shall i,. deemed to have been givm or made and to have been received on the day of deliYGI)' if delivered, nr on the day of.faxing or sending by other means of recorded elcctnmie communication, provided that such day in either event i1 a Business Day and 1ho communication is so delivered. faud or sent before 4:.30 p.m. on such day. Otherwise,, auch communication sball be deeJned to bavo bocm given and made and to hava been n:c:civcd on the next fullowing Busioesa Day. Any such communicllion sent by mail shall bo deemed to have been givon and made and to have been rccGived on tho fifth (S'k) Business Day following the malling thereof, provided however lhat no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to haw bceJi .received only upon actual .reeeipt.
(3) Any Party may ftom time to time chanp its addreas under this Section O by notice to the other Party given in the manner provided by 1his Section.
9.5 ~
Time, shall be of the essence oftbis Apeement in all rapects.
9.6 Time Periodl,
Unless otherwise specifiod, time periods within or following which any payment is to be made or act is to be done shall bo calculated by excluding the day on which the period commencea and including the day on which the period ends and by extending the period to the next Business Day fuUowing if the last day of the period is not a Business Day.
9.7 Enfft!:Aernment.
This Awcement and the agreements and other documents n,qpired to bo delivered purrwmt to thJs Agreement. conlltituto the entire agreement behwelJ tho Paniu and set out all the oovenanu, promises, warranties, 1epresenlltions. OORditioos, unda'standings and agn,emema between the Parties pertaining to the RUbject matter of Ibis Agreement and supc,rsodo all prior agreemems, undcrsbmdings, negotiations 111d dilcuuions, whether om or written. There me DO covenants. promises, wammties. rcprcscm1ations. conditions, undetsmndinas or other agreements, oral or writtllo, opm;s. implied or collateral between the Parties in coo.nection with lbe mbject matter of this Agreement oxcept as specifically set forth in this Agn:ement and any document required to be delivmed pursuant to this AgieemenL
9.8 Amendments p!Jd Waiver.
No amendment of any provision of this Agreement 8hall be valid unless the nme shall be in writing and signed by tho Purchucr and tho Vcrador. TJw Vendor and the Purdwer may oonsent to any such mnendment at any time prior to thei Closing. No wawer by either Party of any default, mi1111crpxescntation, or bratcb of warranty or covenant bemmder, whether immtional or not. shall be deemed to l!Xfflld to any prior or subeequeot default. misrepmenration, or breach of wammty or covenant hereunder or affect ill any way any rights arising by virtue of any prior QI' subsequent such occurrence.
9.9 Se\leni,mtx-
An.y provision of this Agroement whidl Is prohibited or unenforceable in any jurisdiction sbal~ as to that jurisdiction, be inoft'ective to the extent of such prohibition or unenforceabUity and shall be severed
118
16
from the balance of this As,eemont. all without affecting the remaining provisions of this Agn:ememt or affecting the validil)I or cmforceabil~ of such provision in auy other jurisdiction.
9.10 L@ggpage.
The Parties have requin:111 that this Agrc:ement and all deods. docwnmits and notices relating to this Agreement be drawn up in the English lansuase.
9.11 Gowrnjpg I.aw.
This A~ shall be governed by and construed in accordance with the laws of the Province of Ontario and the Jaws of Canada applicable in that Province and s.haJJ be treated. in ell respects, as an Ontario contract. Any actRm or proceeding arising out of or buod upon thia Agn,cment or the transactions contemplated heteby or thereby may be brought in the colfflS ofdte Province of0n1ario and each party imvocably submits and as,eos to attom to 1he excl111ive jurisdiction of IIUCh courts in any such action or procoodfng.
9.12 Suecepon, Agfguaod Hein.
No party to this Apecment&ha.11 have the right to asalgn any of its rights and obligations herel.lllder without the prior written consent of the other party herdo which consent shall not be lllmlllSOll8bly withheld. The Pun::hwr may assign its rights and obligations under this Agrament to an lfliliat\l of tho Purchaser, provided that the Purdulsar remains Jiablo,jointl)', with such affiliate for all the obligations of the Purchaser heNIUOder. To the extent that any such assignment occurs, this Agreement 811d all provisions hereof shall be binding upon IIJld inure to the benefit of the Parties hereto and their mpettive succcssms, assigns and heirs.
9.13 No 1]aJnl Party Beiletldadn,
This Agreement ahall not confer any rights or remedies upon any Person oth«1han the Parties and their respective successoJS and pennitted assigns or u specificaUy rofemd to heroin.
9.14 Cougterpam,
This Agreement may be execut.d in eny number of countetparts. each ofwbich shaU ha deemed to be 11!1 original and an of which tabn together shall be deaned to constitute one and the same instrument. Countetparts may k executed either in originaJ. taxed or email PDF form and the parties adopt any signatures received by a J'Cll)ffling mx machine or email PDF as original signatures of the putics: ptOVided. however, that any party providing its signature fn such manner sball promptly .furwanl lo tho other party an CJrigiual of tho signed copy of this Agreement which was so fixed or emailed.
<<Sig,t(lllll'f pagafoiknH>>
119
INWITNESS WIIEUOI' the parties have executed this Agn,ament.
:!:5Da.~{'j..'A.,fcl~;.J..
r
TBE J'IJLLEll LANDAU GROtJP INC.. soh,11 in its capacity as ooult appointed receiver of Ontario Oathotic Lab lnG. and Premier Footworks Inc .• and not in its peraonal ~ end without
~~~ -Tdle: .J';>J1~ ~ .t e.~ //Jlbv r
I have authority to bind tho c:orporadon.
m.·.m,~i ~-. . • . . i\ RAIIEMTULLA T'rtle: Director
·. . , .. :-. . ..
G .. WlllTE T"rtle: Dkector
<~ pa,-jrN" th, Purw:Aa. aml Salt Ag,wm,u,t>>
17
121
o:~o =:;-t = .. CClrtadk:a't fradenlarb Detall. . .
Thl'd,pmty lnformallDn ~~ Some of the lnfoonatlon on th& W~ P.qle hm been provided by external sources. lhe Govemment of Canada Is not ~ for Iha rx:ci.acy, l'Blllll)lty or cur~ of the fi'IIOrmaflon su~ ~ external sources. Users wish~ to ~ uPOtl this lnfo,motlon shcula constAt dh,cllv ~ the source of the Information. Content l)fOVlded by extemal sources is not subJect to off!clol languogel, plfvacy and aoca55lbltyreqwements.
1216328 - DRMHG THE ORIHOTIC REVOW1J0N
Applcallorl/Reglttlallt)n~ ApP.ff!=Olblntmber Re(js1raflon mmbet
Status CIPO 11af1.5
Kevl>oles filed Registered
In~~ Reglstrmt
Representolfve for service
~text
1216328 TMA636523
REGISTERED
Ontario Of1hotlc Leo .-ic.. a leoal antllv 903 Barton Street East, IJnHs 11 - U Stoney Creek L8E 5PS ONTARIO SCARFONE HAWKINS LLP ONE JAMeS ST. S. UTH FlOOR P.O. BOX 92&, DB'OT f t HAMILTON"ONTARIO 1BN 3P9
DRII/ING IHE ORTHOOC REVOLUTION Word Marie: Trade-n'l<R
The ,tghl to lhe excklffl UJO of the WOid ORTflOJIC Is disclaimed oport from 1he lradHncric.
lndexhoadtl1g1
DRMNG lliE ORTHOllC REVOLUJION
Goods 111 CWtom orthofk:s; footweor. ncmeiv shoes, sandols. wctilg shoes. runnng shoes. Joggwlg ~ alhletlc shoes and orihopedc footwea.
Clclsslfcattondakr Oaamner The daulllcollon data is prCMded forWormallon and seach!Ni pUIP.Qses ~. CIPO does notW<ITOnt 1he OCCtAOCY of the clmse5 GD~ to the !Jodematc. This data hos no legal value of ony kfnd.
10 - Moclcof ond vetl!lffr!Cl!Y deYlces 2S • CloffWlg. footwear, headgear
Clams Usod In CANADA since August 2.00'l.
Acftonl .. -;-~dale
Page 1 of2
122
--~ ·•
-~!lfql, ~~. t ~~r's~ Report : ~P.J)K)Ved
I' .~ed f9!' Aqw,rt!semenl
ACMlfflsad .~-~ ·-· -j ~,~ .t:f21:q_~t ' ij~MKL_
Dale modlled: ro lS-10-25
2005-01-iL_
Pago2of2
123
SCRKDlJLE 1,l(ll)(c)
Wel>elte and domains
DIINlo""llill! fl.I) ""~ HMaT~ltJHonca,flflLO\ ,l;i o,n~ ~~COM .CIOIII Ol/2Sl20.l9 OHl'AIIIOOlfflf01lt.lAU.A ,ca O!/lll11U!J (IOIAUII .1111 cMIVWO ~IH$/~(fflll!E.r.4 ,q WJSJ.1$ S'IClff.'ft:IIHOII~ ,R fS/1.S/'JJM WNIIC:!lllr- ...... ~ rillold.o:b.ilfR'i ~ IIMWilHI p.delooain,1~ dlllll llll'UIJJ)Jf pN!lillfotlwllb.c1 .a w.i~• prMlleRII~ - UIAll/2619 --- ·- Of/17/20it llllla.ca .r.11 Ol/1ll'IIH,f
r .... ,,, · b .. •· ... <_.~ ....... ,, _....,IOOIMI ..,._ ____ ,, ____ ...,
liiNI-C--,,bh1~oa,; ....... _._...,.....,__, _ _.,. ___
r::;
~ _,... ________ _ --- ..... _ ..... ____ .. ,........ °'°"""' ___ ,... ____ ,....., ... _ ~- """""....._,. _____ .,,,,... - ___ ,,,_..,_ ...... ....,.,.,. ___ _ ...,_.
-jTD'llllfJ --_.., ____ ....,
....... --~ ~---.. ·---_....,_Mjf......,_ .. __ _
#J~SlU ¥314112412
--'"'° ... -.......... no-
1 -'"',,u..,._ 7T
n
NI lQ ..,,,._
_,,... ... ..,,,,,_ .. ,,.,_ At,,,_ .,,,._ ro,,.._ m,,.,._
!1111111 '1dtl'e ~ #OI-W ~ Adlva ,,.,,, HIMo Idle AclM ldl¥I Al:tl¥I> Am\18 --
1'111''!.Y Mk M\'l'ta Ml!C PIMt• l'l,b1ib Mio,
PloW MIC'
_,...,.,, tc'"'
~......___ ._., , .............
_... _...,...,. .... C ,Cid,...,CII
"'WJ $ ¢ IUI ___ .. ---------_........,.. --------
APPENDIX "F" 124
FULLER LANDAU LL P
December 28, 2018
A UDIT TAX A DVISO RY
VIA: EMAIL [email protected], REGULAR MAIL, and REGISTERED MAIL
Axiomatic Art Inc. 10 Maple Grove Drive, Unit 10 Oakville, ON, L6J0E1
Attention: Pierre Gagnon
Dear Sir:
Re: Indebtedness owing by Axiomatic Art Inc. ("Axiomatic") to Ontario Orthotic Lab Inc. ("00 Lab")
The Fuller Landau Group Inc. ("FLG") was appointed receiver of 00 Lab ("Receiver"). pursuant to the Order of the Ontario Superior Court of Justice (Commercial List), issued on December 13, 2018 (the "Receivership Order"). A copy of the Receivership Order is enclosed with this letter.
Pursuant to the Receivership Order, the Receiver is empowered and authorized to, amongst other things, receive and collect all monies and accounts now owed or hereinafter owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies including, without limitation, to enforce any security held by 00 Lab and to initiate, prosecute and continue prosecution of any and all proceedings with respect to 00 Lab.
From the Receiver's initial review of 00 Lab's books and records, the following amounts are owing by Axiomatic for principal as at the close of business on December 13, 2018:
Amount payable as of December 13, 2018
Total Indebtedness
$210,390.00
$210,390.00
The Receiver is hereby making formal demand for payment of the outstanding indebtedness of $210,390.00. Payment is required to be made no later than January 14, 2019.
If payment of the indebtedness is not received by January 14, 2019, the Receiver shall take whatever steps it may consider necessary or appropriate to recover the indebtedness.
TH E FULLE R LA N DAU GROU P INC
151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 1 S4
Ca ll 416 645.6500 I Fax 416 645 .6501 I Web fullerllp .com
125
Please govern yourself accordingly.
Yours very truly,
The Fuller Landau Group Inc. Court Appointed Receiver of Ontario Orthotic Lab Inc.
P/ob
126
FULLER LANDAU LLP
December 28, 2018
A UDIT TAX ADV ISORY
VIA: EMAIL [email protected], REGULAR MAIL, and REGISTERED MAIL
42 Niagara Street Holdings Inc. 10 Maple Grove Drive, Unit 10 Oakville, ON, L6J0E1
Attention: Pierre Gagnon
Dear Sir:
Re: Indebtedness owing by 42 Niagara Street Holdings Inc. ("Holdings") to Ontario Orthotic Lab Inc. ("00 Lab")
The Fuller Landau Group Inc. ("FLG") was appointed receiver of 00 Lab ("Receiver"). pursuant to the Order of the Ontario Superior Court of Justice (Commercial List), issued on December 13, 2018 (the "Receivership Order"). A copy of the Receivership Order is enclosed with this letter.
Pursuant to the Receivership Order, the Receiver is empowered and authorized to, amongst other things, receive and collect all monies and accounts now owed or hereinafter owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies including, without limitation, to enforce any security held by 00 Lab and to initiate, prosecute and continue prosecution of any and all proceedings with respect to 00 Lab.
From the Receiver's initial review of 00 Lab's books and records, the following amounts are owing by Holdings for principal as at the close of business on December 13, 2018:
Amount payable as of December 13, 2018
Total Indebtedness
$42,523.00
$42,523.00
The Receiver is hereby making formal demand for payment of the outstanding indebtedness of $42,523.00. Payment is required to be made no later than January 14, 2019.
If payment of the indebtedness is not received by January 14, 2019, the Receiver shall take whatever steps it may consider necessary or appropriate to recover the indebtedness.
THE FULLER LA NDAU GROUP INC
151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 1 S4
Ca ll 416 645.6500 I Fax 416 645.6501 I Web fullerllp.com
127
Please govern yourself accordingly.
Yours very truly,
The Fuller Landau Group Inc. Court Appointed Receiver of Ontario Orthotic Lab Inc.
pi ~~
1
Joshua Samson
From: Pierre Gagnon <[email protected]>Sent: January 2, 2019 10:38 AMTo: Joshua SamsonCc: Gary AbrahamsonSubject: RE: Indebtedness owing by Axiomatic Art Inc. and 42 Niagara Street Holdings Inc.
Dear Mr. Samson,
Happy New Year.
The debt owing from Axiomatic has been written off in September, 2018.
I have no records of monies owing from 42 Niagara to OOLab and indeed, as (representative of the) landlord, I believe that 42 Niagara has a claim against OOLab. Details would be appreciated.
Kind regards,
Pierre G. Gagnon
From: Joshua Samson <[email protected]> Sent: Friday, December 28, 2018 3:18 PM To: Pierre Gagnon <[email protected]> Cc: Gary Abrahamson <[email protected]> Subject: Indebtedness owing by Axiomatic Art Inc. and 42 Niagara Street Holdings Inc.
Dear Mr. Gagnon,
Please see our correspondence of today’s date (attached) along with the referenced court order.
Originals have been sent to you in the mail.
Regards
Joshua Samson Manager, Restructuring and Insolvency FULLER LANDAU LLP
151 Bloor Street West Tel 416.645.6535
12th Floor Fax 416-645-6501
Toronto, Ontario Email [email protected]
Canada M5S 1S4 Web www.fullerllp.com
This message is only for the use of the individual or individuals to whom it is addressed. It may contain
information that is privileged, confidential, and exempt from disclosure under applicable law. If the reader of this
APPENDIX "G" 128
•
•
Best Workplaces·
CANADA 2018
2
message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of
this communication is strictly prohibited. If you have received this communication in error, please
contact Joshua Samson immediately by email at [email protected]. Thank you.
129
APPENDIX "H" 130'MINDEN
GROSS L_:j
VIA EMAIL ([email protected]), AND VIA REGISTERED AND ORDINARY MAIL
Axiomatic Art Inc. 10 Maple Grove Dr. Unit 10 Oakville, ON L6J OEl Attn: Pierre Gagnon
Dear Sirs:
Re: Indebtedness Owing By Axiomatic Art Inc. (" Axiomatic") to Ontario Orthotic Lab Inc. ("00 Lab")
MINDEN GROSS LLP BARRISTERS & SOLICITORS
145 KING STREET WEST, SUITE 2200
TORONTO, ON, CANADA M5H 4G2
TEL 416.362,3711 FAX 416.864.9223
www.mindengross.com
DIRECT DIAL (416) 369-4124
E-MAIL [email protected] FILE NUMBER 4112412
May 31, 2019
We act as solicitors for The Fuller Landau Group Inc., in its capacity as receiver of 00 Lab and others ("Receiver"), appointed pursuant to the Order of the Honourable Mr. Justice Penny dated December 13, 2018 ("Appointment Order"). A copy of the Appointment Order is attached for your convenience of reference.
The Appointment Order empowers the Receiver to, among other things, receive and collect all monies and accounts owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies. In this regard, we refer you to paragraph 5(g) of the Appointment Order.
We have been advised by the Receiver that it forwarded to Axiomatic a demand letter dated December 28, 2018, a copy of which accompanies this letter. In response to that demand letter, we have also been advised by the Receiver that Mr. Pierre Gagnon, on behalf of Axiomatic, advised that all amounts owing by Axiomatic to 00 Lab were written off in September, 2018.
Attached is a ledger statement obtained by the Receiver from the books and records of 00 Lab. This ledger indicates that Axiomatic owes 00 Lab $210,390.41. There is no indication of a "write off' of indebtedness owing by Axiomatic to 00 Lab in September, 2018.
Demand is formally made upon Axiomatic for the payment of $210,390.41 by no later than June 10, 2019. If such payment is not made by June 10, 2019, it is the intention of the Receiver to commence formal legal proceedings against Axiomatic. In the event the Receiver commences such legal proceedings, Axiomatic shall be responsible for the legal costs incurred by the Receiver. It is strongly suggested that payment of $210,390.41 be made by June 10, 2019 in order to avoid unnecessary legal proceedings and costs.
--r"F
TIT MERITAS LAW FIRMS WORLDWIDE
131rM1NDEN
Page2
GROSS LLP
Payment should be made directly to the Receiver as follows: The Fuller Landau Group Inc., 151 Bloor St. W., 12th Floor, Toronto, Ontario, M5S 1S4, Attention: Joshua Samson.
We strongly suggest that you give this matter your immediate attention.
KLK/th Enc.
Yours truly, MINDEN GROSS LLP
~,i //J / I 1//
Kenn~ Kallish*
Per:
cc The Fuller Landau Group Inc. -Attn: J. Samson
*Partner through Professional Corporation
#3706347 vi 14112412
132
THE HONOURABLE MQ.
JUSTICE 'f€wlll"'{
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
ROY AL BANK OF CANADA
- and -
THURSDAY, THE 13111
DAY OF DECEMBER, 2018
Applicant
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
ORDER (appointing Receiver)
THIS APPLICATION made by Royal Bank of Canada ("RBC") for an Order pursuant
to sections 50.4(11), 57.1 and 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") to, amongst other things, appoint The Fuller Landau Group Inc. ("FLG")
as receiver (in such capacity, the "Receiver") without security, of all the assets, undertakings and
properties of each of Ontario Orthotic Lab Inc. (the "Borrower") and Premier Footworks Inc.
(the "Secured Guarantor", and together with the Borrower, the "Debtors") acquired for, or
133
- 2 -
used in relation to a business carried on by any of the Debtors, was heard this day at 330
University Avenue, Toronto, Ontario.
ON READING the affidavit of Peter Gordon sworn December 6, 2018 and the exhibits
thereto, and on hearing the submissions of counsel for RBC and such other counsel as were
present and list on the Counsel Slip, no one appearing for any other person on the service list
although duly served as appears from the affidavit of service of Alyssa Gebert sworn December
6, 20 I 8, the affidavit of service of Kyle Plunkett sworn December 7, 2018 and the affidavit of
service of Eunice Baltkois sworn December 7, 2018, and on reading the consents of FLG to act
as: (i) the trustee of the Ontario Parent Guarantor (as defined herein); and (ii) the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the notice of application and the
application record is hereby abridged and validated so that this application is properly returnable
today and hereby dispenses with further service thereof.
TERMINATION OF NOi PROCEEDINGS AND RELATED RELIEF
2. THIS COURT ORDERS AND DECLARES terminated the 30-day statutory period
specified by section 50.4(8) of the BIA (or any extension thereof granted under section 50.4(9)
of the BIA) in respect of the notices of intention to make a proposal filed on December 3, 2018
(each an "NOi") by the Borrower, the Secured Guarantor, Medic Holdings Inc. (the "Ontario
Parent Guarantor") and Veba Sock Company Inc. (the "Veba Guarantor"), such that, for
greater certainty, each of the Borrower, the Secured Guarantor, the Ontario Parent Guarantor and
the Veba Guarantor is deemed by section 50.4(11) of the BIA to have made an assignment in
bankruptcy effective immediately.
3. THIS COURT ORDERS that pursuant to section 57.1 of the BIA, FLO is hereby
appointed as trustee of the Ontario Parent Guarantor in lieu of the trustee appointed under the
NOI filed by the Ontario Parent Guarantor.
134
- 3 -
APPOINTMENT
4. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section IO I of
the CJA, FLG is hereby appointed Receiver, without security, of all the assets, undertakings and
properties of each of the Debtors acquired for, or used in relation to a business carried on by any
of the Debtors, including all proceeds thereof (the "Property").
RECEIVER'S POWERS
5. 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;
(c) to manage, operate, and carry on the business of the Debtors, or any one of
them, 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 any of the
Debtors;
( 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
135
- 4 -
of the Receiver's powers and duties, including, without limitation, those
conferred by this Order;
(e) to make payment of any and all costs, expenses and other amounts that the
Receiver determines, in its sole discretion, are necessary or advisable to
preserve, protect or maintain the Property, including, without limitation,
taxes, municipal taxes, insurance premiums, repair and maintenance costs,
costs or charges related to security, management fees and any costs and
disbursements incurred by any manager appointed by the Receiver;
(f) to purchase or lease such machinery, equipment, inventories, supplies,
premises or other assets to continue the business of the Debtors, or any
one of them, or any part or parts thereof;
(g) to receive and collect all monies and accounts now owed or hereafter
owing to any of the Debtors and to exercise all remedies of the Debtors, or
any one of them, in collecting such monies, including, without limitation,
to enforce any security held by any of the Debtors;
(h) to settle, extend or compromise any indebtedness owing to any of the
Debtors;
(i) to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Property (including, without limitation and for
greater certainty, in respect of any securities in which any of the Debtors
may have an interest), whether in the Receiver's name or in the name and
on behalf of any of the Debtors, for any purpose pursuant to this Order;
U) 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 any of the Debtors, 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;
136
- 5 -
(k) 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;
(I) 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 $500,000, 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;
and in each such case notice under subsection 63(4) of the Ontario
Personal Property Security Act, or such other equivalent statute in other
jurisdictions as may be applicable, shall not be required;
(m) 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;
(n) 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;
( o) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
(p) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
137
- 6 -
on behalf of and, if thought desirable by the Receiver, in the name of any
of the Debtors;
(q) to enter into agreements with any trustee in bankruptcy appointed in
respect of any of the Debtors, including, without limiting the generality of
the foregoing, the ability to enter into occupation agreements for any
property owned or leased by any of the Debtors;
(r) to exercise any shareholder, partnership, joint venture or other rights
which any of the Debtors may have;
(s) to file an assignment in bankruptcy with the Official Receiver on behalf of
any of the Debtors; and
(t) 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 Debtors, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
6. THIS COURT ORDERS that (i) each of the Debtors, (ii) all of each of the Debtors'
current and former directors, officers, employees, agents, accountants, legal counsel and
shareholders, and all other persons acting on any of the Debtors' instructions or behalf, and (iii)
all other individuals, firms, corporations, governmental bodies or agencies, freight forwarders,
brokers, other third-party logistics providers, warehouses, third party warehouses or other entities
of any nature 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.
7. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
138
- 7 -
records, and any other papers, records and information of any kind related to the business or
affairs of any of the Debtors, 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.
8. 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.
9. 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
139
- 8 -
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
10. 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 ANY OF THE DEBTORS OR THE PROPERTY
11. THIS COURT ORDERS that no Proceeding against or in respect of any of the Debtors
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 any of the Debtors or the Property are hereby stayed and suspended pending further Order of
this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
12. THIS COURT ORDERS that all rights and remedies against each of the Debtors, 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 any of the Debtors to
carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the
Receiver or any of the Debtors 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
13. 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 any of the Debtors, without written consent of the
Receiver or leave of this Court.
140
- 9 -
CONTINUATION OF SERVICES
14. THIS COURT ORDERS that all Persons having oral or written agreements with any of
the Debtors 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 any of the Debtors 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
each of the Debtors' 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 Debtors 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
15. 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
16. THIS COURT ORDERS that 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.
141
- 10 -
PIPEDA
17. 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
on~ 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 Debtors, and shall return all
other personal information to the Receiver, or ensure that all other personal information is
destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
18. 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.
142
- 11 -
LIMITATION ON THE RECEIVER'S LIABILITY
19. 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
20. 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 Prope11y 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.
21. 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.
22. 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
23. 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
143
- 12 -
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.
24. 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.
25. 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.
26. 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
27. 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/eservice
commercia1D shall be valid and effective service. Subject to Rule 17.05 of the Rules of Civil
Procedure (the "Rules") this Order shall constitute an order for substituted service pursuant to
Rule 16.04 of the Rules. Subject to Rule 3.0l(d) of the Rules and paragraph 21 of the Protocol,
service of documents in accordance with the Protocol will be effective on transmission. This
144
- 13 -
Court further orders that a Case Website shall be established in accordance with the Protocol and
shall be accessible by selecting the Debtors' name from the active files menu on the following
URL: htt s://fullerll .com/selected-active-en a ements/. JJri-t~1"~ i" ~ ()rc/-u ~--1-rr,~r ~f{? ~ J\1 ~vca a- ..,...b,'1-..e;..k,,,') lroc.~:,s "" q3~ -699~ Que~c i~c.
P-? A":) r'l'l-t-ti..o/ ~ --fhk...., i11. a..t, O'f~U? t.U~ ~ R~l~.). 28. 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 Debtors' creditors or other interested parties at their respective addresses as
last shown on the records of the Debtors 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
29. 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.
30. THIS COURT HEREBY REQUESTS the aid and recognition of any Person, court,
tribunal, regulatory or administrative body located or having jurisdiction in Canada or in the
United States, as applicable, to give effect to this Order and to assist the Receiver and its agents
in carrying out the terms of this Order. All Persons, 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.
31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in carrying out the terms of this Order, and
that the Receiver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jurisdiction outside
Canada.
145
- 14 -
32. THIS COURT ORDERS that RBC shall have its costs of this application, up to and
including entry and service of this Order, provided for by the terms of RBC's security or, if not
so provided by RBC's security, then on a substantial indemnity basis to be paid by the Receiver
from the Debtors' estate with such priority and at such time as this Court may determine.
33. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not less than seven (7) days' notice to the Receiver and to any other party
likely to be ~ffected by the order sought or upon such other notice, if any, as this Court may
order.
34. THIS COURT ORDERS that a copy of this Order be placed in the following Court
files: 32-2450927, 32-2450923, 32-2450948 and 3\)
~--c_,
ENTERED AT/ INSCBIT A TORONTO ON/BOOK NO: LE/ DAMS LE REGISTRE NO:
OEC 13 2018
PER/PAR:
146
SCHEDULE "A"
RECEIVER CERTIFICATE
CERTIFICATE NO. ------
AMOUNT$ ----------
1. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver (the
"Receiver") of all the assets, undertakings and properties that Ontario Orthotic Lab Inc. (the
"Borrower") and Premier Footworks Inc. (the "Secured Guarantor", and together with the
Borrower, the "Debtors") acquired for, or used in relation to a business carried on by any of the
Debtors, including all proceeds thereof ( collectively, the "Property") appointed by Order of the
Ontario Superior Court of Justice (Commercial List) (the "Court") dated the 13th day of
December 2018 (the "Order") made in an application having Court file number CV-18-
00610281-00CL, 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
147
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.
DATEDthe __ dayof _____ ,20_.
The Fuller Landau Group Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity
Per:
Name:
Title:
148
ROYAL BANK OF CANADA
Applicant
34379366.3
- and - ONTARIO ORTHOTIC LAB INC. et al.
Respondents Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER (appointing Receiver)
AIRD & BERLIS LLP Barristers and Solicitors
Brookfield Place Suite 1800, Box 754
181 Bay Street Toronto, ON MSJ 2T9
Steven L. Graff(LSUC # 31871V) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]
Jeremy Nemers (LSUC # 664 I OQ) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]
Lawyers for Royal Bank of Canada
149
I:-... FULLER ~) LANDAULLP
December 28, 2018
AUDIT TAX ADVISORY
VIA: EMAIL [email protected], REGULAR MAIL, and REGISTERED MAIL
Axiomatic Art Inc. 10 Maple Grove Drive, Unit 10 Oakville, ON, L6J0E1
Attention: Pierre Gagnon
Dear Sir:
Re: Indebtedness owing by Axiomatic Art Inc. ("Axiomatic") to Ontario Orthotic Lab Inc. ("00 Lab")
The Fuller Landau Group Inc. ("FLG") was appointed receiver of 00 Lab ("Receiver"). pursuant to the Order of the Ontario Superior Court of Justice (Commercial List), issued on December 13, 2018 (the "Receivership Order"). A copy of the Receivership Order is enclosed with this letter.
Pursuant to the Receivership Order, the Receiver is empowered and authorized to, amongst other things, receive and collect all monies and accounts now owed or hereinafter owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies including, without limitation, to enforce any security held by 00 Lab and to initiate, prosecute and continue prosecution of any and all proceedings with respect to 00 Lab.
From the Receiver's initial review of 00 Lab's books and records, the following amounts are owing by Axiomatic for principal as at the close of business on December 13, 2018:
Amount payable as of December 13, 2018
Total Indebtedness
$210,390.00
$210,390,00
The Receiver is hereby making formal demand for payment of the outstanding indebtedness of $210,390.00. Payment is required to be made no later than January 14, 2019.
If payment of the indebtedness is not received by January 14, 2019, the Receiver shall take whatever steps it may consider necessary or appropriate to recover the indebtedness.
THE FULLER LANDAU GROUP INC
151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 154
Call 416 645.6500 I Fax 416 645.6501 I Web fullerllp.com
150
Please govern yourself accordingly.
Yours very"truly,
The Fuller Landau Group Inc. Court Appointed Receiver of Ontario Orthotic Lab Inc.
151
Due
fro
m A
xiom
atic
Art
Inc.
# Po
stin
g D
ate
Due
Dat
e Tr
ans.
No.
O
rigin
O
ffse
t Acc
ount
D
etai
ls
C/D
(LC
) B
alan
ce D
ue (L
C)
Cum
ulat
ive
Bal
ance
(LC)
D
ocum
ent D
ate
Cre
ated
By
l O
B $0
.00
$0.0
0 2
2016
-12-
31
2016
-12-
31
6157
14
JE
2915
-000
R
eall
ocat
e Pa
yrol
l D
ec 2
016
$7,9
02.2
7 $7
,902
.27
$7,9
02.2
7 20
16-1
2-31
Sh
anno
n 3
2016
-12-
31
2016
-12-
31
6157
14
JE
2915
-000
R
eall
ocat
e Pa
yrol
l D
ec 2
016
$5,5
09.6
8 $5
,509
.68
$13,
411.
95
2016
-12-
31
Sha
nnon
4
2016
-12-
31
2016
-12-
31
6157
14
JE
2915
-000
R
eallo
cate
Pay
roll
Dec
201
6 $1
3,47
7.86
$1
3,47
7.86
$2
6,88
9.81
20
16-1
2-31
Sh
anno
n 5
2016
-12-
31
2016
-12-
31
6157
20
JE
1220
-000
R
eall
ocat
e PG
agno
n $6
5,00
0.00
$6
5,00
0.00
$9
1,88
9.81
20
16-1
2-31
Sh
anno
n 6
2016
-12-
31
2016
-12-
31
6157
24
JE
1405
-000
R
eallo
cate
Pre
paid
s-A
xiom
atic
/Aqu
isiti
on L
egal
$6
0,00
0.00
$6
0,00
0.00
$1
51,8
89.8
1 20
16-1
2-31
Sh
anno
n 7
2016
-12-
31
2016
-12-
31
6157
24
JE
1405
-000
R
eallo
cate
Pre
paid
s-A
xiom
atic
/Aqu
isiti
on L
egal
$4
6,50
0.00
$4
6,50
0.00
$1
98,3
89.8
1 20
16-1
2-31
Sh
anno
n 8
2016
-12-
31
2016
-12-
31
6166
69
JE
2915
-000
R
eall
ocat
e Pa
yrol
l D
ec 2
016
Adj
ustm
ent
$0.1
0 $0
.10
$198
,389
.91
2016
-12-
31
Shan
non
9 20
16-1
2-31
20
16-1
2-31
70
8101
JE
29
08-0
00
Ent
ry to
Mat
ch A
udito
rs n
umbe
rs
$0.5
0 $0
.50
$198
,390
.41
2016
-12-
31
Con
trol
10
20
17-0
5-19
20
17-0
5-19
61
9540
JE
10
01-0
00
P. G
agno
n-20
17 0
5 19
$2
6,70
5.74
$2
6,70
5.74
$2
25,0
96.1
5 20
17-0
5-19
Sh
anno
n 11
20
17-0
5-19
20
17-0
5-19
62
0138
JE
29
15-0
00
P. G
agno
n-20
17 O
S 19
·$
26, 7
05. 7
4 -$
26,7
05.7
4 $1
98,3
90.4
1 20
17-0
5-19
Sh
anno
n 12
20
17-0
5-24
20
17-0
5-24
62
0140
JE
10
01-0
00
P. G
agno
n-20
17 0
5 24
$1
2,00
0.00
$1
2,00
0.00
$2
10,3
90.4
1 20
17-0
5-24
Sh
anno
n 13
20
17-0
6-27
20
17-0
6-27
63
0322
JE
10
01-0
00
P. G
agno
n $2
5,00
0.00
$2
5,00
0.00
$2
35,3
90.4
1 20
17-0
6-27
Sh
anno
n 1
4
2017
-06-
28
2017
-06-
28
6305
45
JE
2915
-000
R
eall
ocat
e P
mt 6
/27
PG p
er R
K ·$
25,0
00.0
0 -$
25,0
00.0
0 $2
10,3
90.4
1 20
17-0
6-28
Sh
anno
n 15
20
17-1
2-31
20
17-1
2-31
61
5684
JE
12
20-0
00
Rea
lloca
te P
Gag
non
$65,
000.
00
$65,
000.
00
$275
,390
.41
2017
-12-
31
Sha
nnon
16
20
17-1
2-31
20
17-1
2-31
61
5687
JE
29
15-0
00
Rea
lloc
ate
Payr
oll
Dec
201
6 $7
,902
.27
$7,9
02.2
7 $2
83,2
92.6
8 20
17-1
2-31
Sh
anno
n 17
20
17-1
2-31
20
17-1
2-31
61
5687
JE
29
15-0
00
Rea
lloc
ate
Payr
oll
Dec
201
6 $5
,509
.68
$5,5
09.6
8 $2
88,8
02.3
6 20
17-1
2-31
Sh
anno
n 18
20
17-1
2-31
20
17-1
2-31
61
5687
JE
29
15-0
00
Rea
lloc
ate
Payr
oll
Dec
201
6 $1
3,47
7.86
$1
3,47
7.86
$3
02,2
80.2
2 20
17-1
2-31
Sh
anno
n 19
20
17-1
2-31
20
17-1
2-31
61
5698
JE
14
05-0
00
Rea
lloca
te P
repa
ids-
Axi
omat
ic/A
quis
ition
Leg
al
$60,
000.
00
$60,
000.
00
$362
,280
.22
2017
-12-
31
Shan
non
20
2017
-12-
31
2017
-12-
31
6156
98
JE
1405
-000
R
eallo
cate
Pre
paid
s-A
xiom
atic
/Aqu
isiti
on L
egal
$4
6,50
0.00
$4
6,50
0.00
$4
08,7
80.2
2 20
17-1
2-31
Sh
anno
n 21
20
17-1
2-31
20
17-1
2-31
61
5717
JE
29
15-0
00
Rea
lloc
ate
Payr
oll
Dec
20
16
-R
ever
se Y
ear
Wro
ng
-$7,
902.
27
-$7,
902.
27
$400
,877
.95
2017
-12-
31
Shan
non
22
2017
-12-
31
2017
-12-
31
6157
17
JE
2915
-000
R
eallo
cate
Pay
roll
Dec
201
6 -
Rev
erse
Yea
r Wro
ng
-$5,
509.
68
-$5,
509.
68
$395
,368
.27
2017
-12-
31
Shan
non
23
2017
-12-
31
2017
-12-
31
6157
17
JE
2915
-000
R
eallo
cate
Pay
roll
Dec
201
6 -
Rev
erse
Yea
r Wro
ng
-$13
,477
.86
-$13
,477
.86
$381
,890
.41
2017
-12-
31
Shan
non
24
2017
-12-
31
2017
-12-
31
6157
21
JE
1220
-000
R
eallo
cate
PG
agno
n -
Rev
eres
ed W
rong
YR
·$65
,000
.00
-$65
,000
.00
$316
,890
.41
2017
-12-
31
Shan
non
25
2017
-12-
31
2017
-12-
31
6157
26
JE
1405
-000
R
eallo
cate
Pre
paid
s -A
xiom
atic
/Aqu
isiti
on R
ev Y
R -$
60,0
00.0
0 -$
60,0
00.0
0 $2
56,8
90.4
1 20
17-1
2-31
Sh
anno
n 26
20
17-1
2-31
20
17-1
2-31
61
5726
JE
14
05-0
00
Rea
lloca
te P
repa
ids
-Axi
omat
ic/A
quis
ition
Rev
YR
-$46
,500
.00
-$46
,500
.00
$210
,390
.41
2017
-12-
31
Shan
non
152'MINDEN
GROSS1:J
VIA EMAIL ([email protected]), AND VIA REGISTERED AND ORDINARY MAIL
42 Niagara Street Holdings Inc. 10 Maple Grove Dr. Unit 10 Oakville, ON L6J OEl Attn: Pierre Gagnon
Dear Sirs:
MINDEN GROSS LLP
BARRISTERS & SOLICITORS
145 KING STREET WEST, SUITE 2200
TORONTO, ON, CANADA MSH 4G2
TEL 416.362.3711 FAX 416.864.9223
www.mindengross.com
DIRECT DIAL (416) 369-4124
E-MAIL [email protected] FILE NUMBER 4112412
May 31, 2019
Re: Indebtedness Owing By 42 Niagara Street Holdings Inc. ("Holdings") to Ontario Orthotic Lab Inc. ("00 Lab")
We act as solicitors for The Fuller Landau Group Inc., in its capacity as receiver of 00 Lab and others ("Receiver"), appointed pursuant to the Order of the Honourable Mr. Justice Penny dated December 13, 2018 ("Appointment Order"). A copy of the Appointment Order is attached for your convenience of reference.
The Appointment Order empowers the Receiver to, among other things, receive and collect all monies and accounts owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies. In this regard, we refer you to paragraph 5(g) of the Appointment Order.
We have been advised by the Receiver that it forwarded to Holdings a demand letter dated December 28, 2018, a copy of which accompanies this letter. In response to that demand letter, we have also been advised by the Receiver that Mr. Pierre Gagnon, on behalf of Holdings, requested details regarding the indebtedness owing by Holdings to 00 Lab.
Attached is a ledger statement obtained by the Receiver from the books and records of 00 Lab. This ledger indicates that Holdings owes 00 Lab $42,523.21.
Demand is formally made upon Holdings for the payment of $42,523.21 by no later than June 10, 2019. If such payment is not made by June 10, 2019, it is the intention of the Receiver to commence formal legal proceedings against Holdings. In the event the Receiver commences such legal proceedings, Holdings shall be responsible for the legal costs incurred by the Receiver. It is strongly suggested that payment of $42,523.21 be made by June 10, 2019 in order to avoid unnecessary legal proceedings and costs.
YT
TIT MERITAS LAW FIRMS WORLDWIDE
153MINDEN GROSS LLP
Page2
Payment should be made directly to the Receiver as follows: The Fuller Landau Group Inc., 151 Bloor St. W., 12th Floor, Toronto, Ontario, M5S 1S4, Attention: Joshua Samson.
We strongly suggest that you give this matter your immediate attention.
KLK/th Enc.
Yours truly, MINDEN GROSS LLP
Kenneth L. Kalli sh*
cc The Fuller Landau Group Inc. - Attn: J. Samson
*Partner through Professional Corporation
#3707730 vi J 4112412
154
I:.- FULLER ~) LANDAULLP
December 28, 2018
AUDIT TAX ADVISORY
VIA: EMAIL [email protected], REGULAR MAIL, and REGISTERED MAIL
42 Niagara Street Holdings Inc. 10 Maple Grove Drive, Unit 10 Oakville, ON, L6J0E1
Attention: Pierre Gagnon
Dear Sir:
Re: Indebtedness owing by 42 Niagara Street Holdings Inc. ("Holdings") to Ontario Orthotic Lab Inc. ("00 Lab")
The Fuller Landau Group Inc. ("FLG") was appointed receiver of 00 Lab ("Receiver"). pursuant to the Order of the Ontario Superior Court of Justice (Commercial List), issued on December 13, 2018 (the "Receivership Order"). A copy of the Receivership Order is enclosed with this letter.
Pursuant to the Receivership Order, the Receiver is empowered and authorized to, amongst other things, receive and collect all monies and accounts now owed or hereinafter owing to 00 Lab, and to exercise all remedies of 00 Lab in collecting such monies including, without limitation, to enforce any security held by 00 Lab and to initiate, prosecute and continue prosecution of any and all proceedings with respect to 00 Lab.
From the Receiver's initial review of 00 Lab's books and records, the following amounts are owing by Holdings for principal as at the close of business on December 13, 2018:
Amount payable as of December 13, 2018
Total Indebtedness
$42,523.00
$42.523,00
The Receiver is hereby malting formal demand for payment of the outstanding indebtedness of $42,523.00. Payment is required to be made no later than January 14, 2019.
If payment of the indebtedness is not received by January 14, 2019, the Receiver shall take whatever steps it may consider necessary or appropriate to recover the indebtedness.
THE FULLER LANDAU GROUP INC
151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 1 S4
Call 416 645.6500 I Fax 416 645.6501 I Web fullerllp.com
155
Please govern yourself accordingly.
Yours very truly,
The Fuller Landau Group Inc. Court Appointed Receiver of Ontario Orthotic Lab Inc.
Pela:~
156
THE HONOURABLE MR.
JUSTICE '\'fdJ,v"{
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
ROY AL BANK OF CANADA
- and -
THURSDAY, THE 13™
DAY OF DECEMBER, 2018
Applicant
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. and 9339-6497 QUEBEC INC.
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
ORDER (appointing Receiver)
THIS APPLICATION made by Royal Bank of Canada ("RBC") for an Order pursuant
to sections 50.4(11), 57.1 and 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") to, amongst other things, appoint The Fuller Landau Group Inc. ("FLG")
as receiver (in such capacity, the "Receiver") without security, of all the assets, undertakings and
properties of each of Ontario Orthotic Lab Inc. (the "Borrower") and Premier Footworks Inc.
(the "Secured Guarantor", and together with the Borrower, the "Debtors") acquired for, or
157
- 2 -
used in relation to a business carried on by any of the Debtors, was heard this day at 330
University Avenue, Toronto, Ontario.
ON READING the affidavit of Peter Gordon sworn December 6, 2018 and the exhibits
thereto, and on hearing the submissions of counsel for RBC and such other counsel as were
present and list on the Counsel Slip, no one appearing for any other person on the service list
although duly served as appears from the affidavit of service of Alyssa Gebert sworn December
6, 2018, the affidavit of service of Kyle Plunkett sworn December 7, 2018 and the affidavit of
service of Eunice Baltkois sworn December 7, 2018, and on reading the consents of FLG to act
as: (i) the trustee of the Ontario Parent Guarantor (as defined herein); and (ii) the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the notice of application and the
application record is hereby abridged and validated so that this application is properly returnable
today and hereby dispenses with further service thereof.
TERMINATION OF NOI PROCEEDINGS AND RELATED RELIEF
2. THIS COURT ORDERS AND DECLARES terminated the 30-day statutory period
specified by section 50.4(8) of the BIA (or any extension thereof granted under section 50.4(9)
of the BIA) in respect of the notices of intention to make a proposal filed on December 3, 2018
(each an "NOi") by the Borrower, the Secured Guarantor, Medic Holdings Inc. (the "Ontario
Parent Guarantor") and Veba Sock Company Inc. (the "Veba Guarantor"), such that, for
greater certainty, each of the Borrower, the Secured Guarantor, the Ontario Parent Guarantor and
the Veba Guarantor is deemed by section 50.4(11) of the BIA to have made an assignment in
bankruptcy effective immediately.
3. THIS COURT ORDERS that pursuant to section 57.1 of the BIA, FLG is hereby
appointed as trustee of the Ontario Parent Guarantor in lieu of the trustee appointed under the
NOi filed by the Ontario Parent Guarantor.
158
- 3 -
APPOINTMENT
4. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of
the CJA, FLG is hereby appointed Receiver, without security, of all the assets, undertakings and
properties of each of the Debtors acquired for, or used in relation to a business carried on by any
of the Debtors, including all proceeds thereof (the "Property").
RECEIVER'S POWERS
5. 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;
(c) to manage, operate, and carry on the business of the Debtors, or any one of
them, 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 any of the
Debtors;
( 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
159
- 4 -
of the Receiver's powers and duties, including, without limitation, those
conferred by this Order;
( e) to make payment of any and al I costs, expenses and other amounts that the
Receiver determines, in its sole discretion, are necessary or advisable to
preserve, protect or maintain the Property, including, without limitation,
taxes, municipal taxes, insurance premiums, repair and maintenance costs,
costs or charges related to security, management fees and any costs and
disbursements incurred by any manager appointed by the Receiver;
(t) to purchase or lease such machinery, equipment, inventories, supplies,
premises or other assets to continue the business of the Debtors, or any
one of them, or any part or parts thereof;
(g) to receive and collect all monies and accounts now owed or hereafter
owing to any of the Debtors and to exercise all remedies of the Debtors, or
any one of them, in collecting such monies, including, without limitation,
to enforce any security held by any of the Debtors;
(h) to settle, extend or compromise any indebtedness owing to any of the
Debtors;
(i) to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Property (including, without limitation and for
greater certainty, in respect of any securities in which any of the Debtors
may have an interest), whether in the Receiver's name or in the name and
on behalf of any of the Debtors, for any purpose pursuant to this Order;
G) 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 any of the Debtors, 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;
160
- 5 -
(k) 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;
(I) 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 $500,000, 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;
and in each such case notice under subsection 63(4) of the Ontario
Personal Property Security Act, or such other equivalent statute in other
jurisdictions as may be applicable, shall not be required;
(m) 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;
(n) 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;
(o) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
(p) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
161
- 6 -
on behalf of and, if thought desirable by the Receiver, in the name of any
of the Debtors;
( q) to enter into agreements with any trustee in bankruptcy appointed in
respect of any of the Debtors, including, without limiting the generality of
the foregoing, the ability to enter into occupation agreements for any
property owned or leased by any of the Debtors;
(r) to exercise any shareholder, partnership, joint venture or other rights
which any of the Debtors may have;
(s) to file an assignment in bankruptcy with the Official Receiver on behalf of
any of the Debtors; and
(t) 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 Debtors, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
6. THIS COURT ORDERS that (i) each of the Debtors, (ii) all of each of the Debtors'
current and former directors, officers, employees, agents, accountants, legal counsel and
shareholders, and all other persons acting on any of the Debtors' instructions or behalf, and (iii)
all other individuals, firms, corporations, governmental bodies or agencies, freight forwarders,
brokers, other third-party logistics providers, warehouses, third party warehouses or other entities
of any nature 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.
7. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
162
- 7 -
records, and any other papers, records and information of any kind related to the business or
affairs of any of the Debtors, 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.
8. 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.
9. 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
163
- 8 -
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
I 0. 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 ANY OF THE DEBTORS OR THE PROPERTY
11. THIS COURT ORDERS that no Proceeding against or in respect of any of the Debtors
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 any of the Debtors or the Property are hereby stayed and suspended pending further Order of
this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
12. THIS COURT ORDERS that all rights and remedies against each of the Debtors, 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 any of the Debtors to
carry on any business which the Debtors are not lawfully entitled to carry on, (ii) exempt the
Receiver or any of the Debtors 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
13. 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 any of the Debtors, without written consent of the
Receiver or leave of this Court.
164
- 9 -
CONTINUATION OF SERVICES
14. THIS COURT ORDERS that all Persons having oral or written agreements with any of
the Debtors 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 any of the Debtors 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
each of the Debtors' 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 Debtors 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
15. 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
16. THIS COURT ORDERS that 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.
165
- 10 -
PIPEDA
17. 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
on~ 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 Debtors, and shall return all
other personal information to the Receiver, or ensure that all other personal information is
destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
18. 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.
166
- I I -
LIMITATION ON THE RECEIVER'S LIABILITY
19. 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 8 l.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
20. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid
their reasonable fees and disbursements, in each case at their standard rates and charges unless
otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to
the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on
the Property, as security for such fees and disbursements, both before and after the making of
this Order in respect of these proceedings, and that the Receiver's Charge shall form a first
charge on the Property in priority to all security interests, trusts, liens, charges and
encumbrances, statutory or otherwise, in favour of any Person, but subject to sections 14.06(7),
81.4(4), and 81.6(2) of the BIA.
21. 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.
22. 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
23. 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
167
- 12 -
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.
24. 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.
25. 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.
26. 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
27. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the
"Protocol") is approved and adopted by reference herein and, in this proceeding, the service of
documents made in accordance with the Protocol (which can be found on the Commercial List
website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice
commercia1D shall be valid and effective service. Subject to Rule 17.05 of the Rules of Civil
Procedure (the "Rules") this Order shall constitute an order for substituted service pursuant to
Rule 16.04 of the Rules. Subject to Rule 3.0 I ( d) of the Rules and paragraph 21 of the Protocol,
service of documents in accordance with the Protocol will be effective on transmission. This
168
Court further orders that a Case Website shall be established in accordance with the Protocol and
shall be accessible by selecting the Debtors' name from the active files menu on the following
URL: htt s://fullerll .com/selected-active-en a ements/. A)i-tli.,"-~ '"' ~ ()rc/-u ~+;f l~r ts-ff.~ ...\v. J\1 !i!rvca a- t">-b•"-t:..~) 1roc.t'..b.S r>,. q3y; -G99➔ G-,.ebec i,-.c.
1>? A"";) r'l\t.1'-ol 0"1lw/' -the..~ ii,. a.t, CN'~U? w~ ~ 12\..4.l~.). 28. 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 Debtors' creditors or other interested parties at their respective addresses as
last shown on the records of the Debtors 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
29. 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.
30. THIS COURT HEREBY REQUESTS the aid and recognition of any Person, court,
tribunal, regulatory or administrative body located or having jurisdiction in Canada or in the
United States, as applicable, to give effect to this Order and to assist the Receiver and its agents
in carrying out the terms of this Order. All Persons, 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.
31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in carrying out the terms of this Order, and
that the Receiver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jurisdiction outside
Canada.
169
- 14 -
32. THIS COURT ORDERS that RBC shall have its costs of this application, up to and
including entry and service of this Order, provided for by the terms of RBC's security or, if not
so provided by RBC's security, then on a substantial indemnity basis to be paid by the Receiver
from the Debtors' estate with such priority and at such time as this Court may determine.
33. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not less than seven (7) days' notice to the Receiver and to any other party
likely to be affected by the order sought or upon such other notice, if any, as this Court may
order.
34. THIS COURT ORDERS that a copy of this Order be placed in the following Court
files: 32-2450927, 32-2450923, 32-2450948 and 32(~1)
~'-, 1 ENTERED AT/ INSCHIT A TORONTO ON/BOOK NO: LE/ DANS LE REGISTRE NO:
DEC 13 2018
PER/PAR;
170
SCHEDULE II A"
RECEIVER CERTIFICATE
CERTIFICATE NO. ------AMOUNT$ _______ _
1. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver (the
"Receiver") of all the assets, undertakings and properties that Ontario Orthotic Lab Inc. (the
"Borrower") and Premier Footworks Inc. (the "Secured Guarantor", and together with the
Borrower, the "Debtors") acquired for, or used in relation to a business carried on by any of the
Debtors, including all proceeds thereof (collectively, the "Property") appointed by Order of the
Ontario Superior Court of Justice (Commercial List) (the "Court") dated the 13th day of
December 2018 (the "Order") made in an application having Court file number CV-18-
00610281-00CL, 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
171
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_.
The Fuller Landau Group Inc., solely in its capacity as Receiver of the Property, and not in its personal capacity
Per:
Name:
Title:
172
ROYAL BANK OF CANADA
Applicant
34379366.3
- and - ONTARIO ORTHOTIC LAB INC. et al.
Respondents Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER (appointing Receiver)
AIRD & BERLIS LLP Barristers and Solicitors
Brookfield Place Suite 1800, Box 754
181 Bay Street Toronto, ON MSJ 2T9
Steven L. Graff(LSUC # 31871V) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]
Jeremy Nemers (LSUC # 664IOQ) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]
Lawyers for Royal Bank of Canada
173
Due from 42 Niagara Holdings Inc.
F2015
Posting May2014-
Description Date Apr2015
Reallocate Insurance Premiums 3,982.92 Shareholder Payments -Ql 2014-08-29 3,557.65
Shareholder Payments -Q2 2014-10-31 3,557.65 Shareholder Payments -Q3 2015-02-03 3,557.65
Shareholder Payments -Q4 2015-05-01 3,441.63
Payroll Allocation Loan Payment Wilcox Door Service Inc. 2015-08-17 To Clear Acquisition Loan 2016-06-22 Transfer of Funds - TD Bank 42 Niagara 2016-08-22 RBC Transactions 2016-08-23 AP Payment 2016-12-31 Amalgamation Entry Reallocation 2912 2016-06-30
F2016 F20165tub
May2015- May2016-Apr2016 Dec2016
4,066.98 4,183.60 3,557.65
3,557.65
3,480.30 12,716.18 7,895.86
19,976.00 440.28
17,352.26 7,000.00
(170,190.55)' 395.50
105,000.00
F2017
Jan2017-Dec2017
4,994.00
Total
12,233.50 7,115.30
7,115.30 3,557.65
6,921.93 20,612.04 24,970.00
440.28 17,352.26
7,000.00 (170,190.55)'
395.50 105,000.00
42,523.21 42,523.21
0.00
1
Joshua Samson
From: Pierre Gagnon <[email protected]>Sent: July 29, 2019 4:09 PMTo: Ken KallishSubject: Axiomatic Art
Dear Mr. Kallish,
Further to your letter of May 31st, 2019, I do not know how you obtained this “ledger statement”, or how, or by whom it was compiled but it is clearly wrong.
For example, Axio was never a party to any of the transactions that happened. It did not own, has never owned, was never promised to own any shares of OOLab or any of the related companies. It bogles the mind how then it could owe any fees for “Acquisition Legals”.
Kind regards,
Pierre G. Gagnon
APPENDIX "I" 174
1
Joshua Samson
From: Pierre Gagnon <[email protected]>Sent: July 29, 2019 11:31 AMTo: Ken KallishSubject: 42 Niagara Street
Dear Mr. Kallish,
Further to your letter of May 31st, 2019, I am not going to go through every entry but will make the following comments:
- I do not know how you obtained this “ledger statement”, or how, or by whom it was compiled but it isclearly wrong: in addition to 42 Niagara being a creditor of OOLab, it would be impossible for anyoneto post a journal entry on August 29th, 2014 for what is said to be a May, 15-April, 16 expense as wellas May, 16-December, 16;
- No loans were paid by anyone for 41 Niagara other than by 42 Niagara;- Other than the fact that there is no posting date (s) on the payroll allocation, I will point out that 42
Niagara had no employees;- In any case, there are no back-ups for anything;- The financial statements, prepared by the accounting staff of OOLab and reviewed by external
auditors, showed a Due to Related Company of $2,987 in April, 2017 and a Due from same of $2,013 in April, 2018;
- I add that the limitation period expired long ago.
Kind regards,
Pierre G. Gagnon
175
APPENDIX "J"176
ASSIGNMENT OF CLAIMS
THIS ASSIGNMENT made as of the \.1}'\. day of Pebrnary, 2020.
BETWEEN:
THE FULLER LANDAU GROUP INC., solely in its capacity as Receiver of Ontario 01ihotic Lab Inc., and not in its personal capacity
WHEREAS:
(hereinafter called the "Assignor")
-and-
ROY AL BANI( OF CANADA, a bank chartered pursuant to the laws of Canada, which carries on
business from various branches in Canada
(hereinafter collectively called the "Assignee")
A. Upon the application made by the Assignee for an Order pursuant to the Banla·uptcy and Insolvency Act (Canada) and Courts of Justice Act to, among other things, appoint the Assignor as receiver, without security, of all of the assets, undertakings and properties of Ontario Orthotic Lab Inc. ("OOLAB"), the Assignor was appointed the receiver of OOLAB pursua11t to the Order of the Honourable Mr. Justice Pem1y dated December 13, 2018;
B. During the course ofits mandate, and upon its review of the books rmd records ofOOLAB, the Assignor determined that Axiomatic Art Inc. ("Axiomatic") was indebted to OOLAB in the amount of $210,390.41 ("Axiomatic Indebtedness"), and that 42 Niagara Street Holdings Inc. ("Niagara Street") was indebted to OOLAB in the amount of $42,523.21 ("Niagara Street Indebtedness");
C. Notwithstanding demands made upon each of Axiomatic and Niagara Street by the Assignor and its counsel, Axiomatic has failed to pay to the Assignor the Axiomatic Indebtedness, and Niagara Street has failed to pay to the Assignor the Niagara Street Indebtedness;
D. Following the sale and realization of substantially all of the prope1iy and assets ofOOLAB, the Assignor has determined that the Assignee will suffer a shortfall in excess of$3,000,000; and
E. The Assignee has requested that the Assignor assign to it the claims of OOLAB with respect to the. Axiomatic Indebtedness ("Axiomatic Claim') and Niagara Street Indebtedness ("Niagara StreetCiaim").
1772
NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the sum of $2.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
l. The Assignor hereby transfers and assigns to the Assignee, without recourse to the Assignee, and without any representations or warranties whatsoever, all right, title, benefit and interest ofOOLAB in and to the Axiomatic Claim and Niagara Street Claim.
2. TI1e Assignee acknowledges that the Assignor makes no representations or warranties whatsoever, including, without limitation, the actual amount, if any, owing by Axiomatic and Niagara Street to OOLAB, or the collectability of any such amounts.
3. By its acceptance of this assignment, the Assignee covenm1ts and agrees with the Assignor that it will not bring, take or commence any suits, actions or proceedings in connection with the Axiomatic Claim and Niagara Street Claim in the name of the Assignor, and will not use the Assignor's name in any such suits, actions or proceedings, other than for the purpose of describing the Axiomatic Claim and Niagara Street Claim.
4. The Assignor covenants and agrees that it will not, at any time hereafter, accept payment from Axiomatic in respect of the Axiomatic Claim, or Niagara Street in respect of the Niagara Street Claim, or do any act by which the Assignee may be prevented or hindered from exercising m1y rights or remedies in connection with the Axiomatic Claim and Niagara Street Claim, Further, after the date ofthis Agreement, if the Assignor shall receive any such payment, the Assignor shall promptly remit such payment to the Assignee.
5. The Assignor will from time to time, at the cost of the Assignee, execute, acknowledge 1md deliver all such further documents and do all such further acts and things as may be reasonably necessary to give effect to this. assignment for the pmpose of better transferring and assigning the Axiomatic Claim and Niagara StTeet Claim pursuant to this assignment.
6. This Agreement constitutes the entire agreement runong the parties with respect to the subject matter hereof and may not be amended or modified in any respect except by written instrument signed by all of the parties. The recitals each form an integral paii of this Agreement.
7. This Agreement may be executed in one or more colJl1terparts, each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same agreement.
8. A facsimile or other electronic transmission received by each party of the other parties signature(s) shall serve to confirm the execution thereof by each such pru'ly.
9. This Agreement will be govemed exclusively by the laws of Ontario and the laws of Canada applicable therein.
1783
10. This Agreement will be binding upon the Assignor and the Assignee and their respective successors and assigns, and for the benefit of the Assignor, the Assignee and their respective successors and assigns.
IN WITNESS WHEREOF the Assignor and Assignee have executed this assignment on the date first above written.
#4042652vl 14112412
in its capacity as Re ei Inc., and not in its Per:
PINC., solely rio Orthotic Lab ity
Name: (lt-r AMM-114ti.1 /JU)
~ Title:
I/We have authorit to bind the Corporation.
Per:
Title:
I have authority to bind the Bank.
APPENDIX "K"179
'MINDEN GROSSL:J
VIA E-MAIL {[email protected])
Fuller Landau LLP 151 Bloor St. W. 12th Floor Toronto, Ontario M5S 1 S4 Attn: Gary Abrahamson
Dear Sirs:
MINDEN GROSS LLP
BARRISTERS & SOLICITORS
145 KING STREET WEST, SUITE 2200
TORONTO,ON,CANADA M5H4G2
TEL416.362.3711 FAX4I6.864.9223
www.mindengross.com
DIRECT DIAL (416)369-4124
E-MAIL [email protected]
FILE NUMBER 4112412
January 8, 2020
Re: Royal Bank of Canada {"RBC") and Ontario Orthotic Lab Inc. {"Borrower")
In accordance with your instructions, we have now completed our review of the security arrangements in connection with credit facilities extended by RBC to the Borrower pursuant to a loan agreement dated July 29, 2016, and accepted by the Borrower on August 7, 2016, as amended, supplemented, restated and replaced from time to time, executed and delivered by the Borrower, as borrower, to and in favour ofRBC, as lender ("Loan Agreement").
We confirm that pursuant to the Order of the Honourable Mr. Justice Penny dated December 13, 2018, The Fuller Landau Group Inc. was appointed as Receiver of the assets, properties and undertakings of the Borrower (the "Receiver").
By this letter, we wish to provide to you our opinion respecting the validity and enforceability of the security interests that were granted by the Borrower to and in favour of RBC pursuant to the General Security Agreement (as hereinafter defined) (the "Security Interests") to secure the indebtedness owing by the Borrower to RBC under the Loan Agreement.
Our opinions, findings and conclusions are based upon and subject to the assumptions and specific qualifications as may be hereinafter expressed, including, but not limited to, those expressed in Article D of this letter.
180
- 2 -
A. SECURITY
In connection with this opinion, we have reviewed a photocopy of a general security agreement dated April 8, 2011 executed and delivered by the Borrower to and in favour of RBC ("General Security Agreement").
B. SEARCHES
We have performed the usual searches, particulars of which are detailed below:
1. Corporate Search
Attached as Schedule "A" is a summary of the corporate searches conducted by our firm against the Borrower as at December 18, 2018. Such schedule indicates: (i) the proper legal name of the Borrower; (ii) the corporate status of the Borrower; (iii) the directors and officers of the Borrower; (iv) the registered office and mailing address of the Borrower; and (v) the date and jurisdiction of amalgamation of the Borrower.
2. Searches Pursuant to the Personal Property Security Act (Ontario) (the "PPSA")
We obtained a certified print-out pursuant to the provisions of the PPSA against the Borrower effective as at December 10, 2019. Attached as Schedule "B" is a summary of this print-out. The summary describes, among other things, the file currency date of the search, particulars of each registration and, in the columns marked "Collateral Description" and "Miscellaneous", we have noted any other information apparent from the financing statements registered.
The PPSA searches against those corporations that amalgamated with the Borrower on June 22, 2016 disclosed no registrations. These searches were conducted on December 11, 2019.
The PPSA search against the Borrower indicates 2 registrations, as follows:
(i) a financing statement registered on April 4, 2017 in favour of RBC, under reference file #726229665 as registration #20170404 103 8 1529 45 82 in respect of Collateral Classifications noted as "Inventory", "Equipment", "Accounts", "Other" and "Motor Vehicle Included"; and
(ii) a financing statement registered on May 18, 2018 in favour of Carolyn Jane Cross, under reference file #739507896 as registration #20180518 0931 1862 3412 in respect of Collateral Classifications noted as "Inventory", "Equipment", "Accounts", "Other" and "Motor Vehicle Included".
C. OPINIONS
Based solely on the foregoing, and subject to the limitations and qualifications as set out in this letter, we are of the opinion that the Security Interests created by the General Security Agreement
181
- 3 -
delivered by the Borrower constitute legal, valid and binding obligations of the Borrower in favour of RBC, enforceable by RBC in accordance with its terms.
D. LIMITATIONS AND QUALIFICATIONS OF OPINION
The foregoing opinion is subject to the following limitations, qualifications, reservations and assumptions:
1. the foregoing opinion is confined to statements of fact or matters set forth herein as existing as of the date of this opinion letter;
2. we have relied upon certificates of public officers as to matters of fact not stated herein to have been assumed or independently verified or established by us;
3. we have assumed the completeness, accuracy and currency of the indexes and filing systems maintained at the public offices where we have searched or enquired or have caused such searches or enquiries to be conducted and that the results of our searches and enquiries continue to be complete, accurate and current as of the date hereof;
4. we have not been provided with the Minute Book, Records, or By-laws of the Borrower nor any documentation with respect thereto. Accordingly, we have assumed that the Borrower is a corporation duly amalgamated and organized and valid and subsisting under the laws of the Province of Ontario at the time that the General Security Agreement was executed and that the Borrower had all necessary corporate power and authority to execute and deliver the General Security Agreement;
5. we have assumed that the General Security Agreement was executed and delivered in accordance with corporate authorizations current at the time of execution of same and the execution and delivery of the General Security Agreement on behalf of the Borrower was authorized by all necessary resolutions and other corporate actions;
6. we have assumed that monies or other valuable consideration was advanced or given by RBC to the Borrower and that monies are, in fact, still owing by the Borrower to RBC with respect to such advances;
7. we have assumed that the Security Interests were intended by the Borrower and RBC to attach and have attached in accordance with the provisions of the PPSA;
8. we have assumed that the General Security Agreement was unconditionally delivered by the Borrower to RBC;
9. we have assumed that the General Security Agreement has not been assigned, released, discharged or otherwise impaired, either in whole or in part;
10. we have assumed that any financing statements and financing change statements registered respecting the General Security Agreement were completed in compliance with the PPSA
182
-4-
and the Regulations with respect thereto and copies thereof were delivered to the Borrower in accordance with the provisions of the PPSA;
11. we express no opinion as to right, title or interest of the Borrower in any personal property;
12. we have assumed that the Borrower does not have a legal defence for, without limitation, absence oflegal capacity, fraud by or to the knowledge ofRBC, misrepresentation, undue influence or duress;
13. to the extent that the Bankruptcy and Insolvency Act (Canada) ("BIA") applies to the General Security Agreement, and notwithstanding any other federal and/or provincial law, the rights of unpaid suppliers and their interest in certain goods supplied by them to a person prior to bankruptcy may rank ahead of the Security Interests in the goods supplied;
14. the binding effect and the enforceability of the Security Interests or any judgment arising out of or in connection therewith (and the priority of any rights arising thereunder) may be limited by any applicable bankruptcy, re-organization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors' rights generally (including, without limitation, the Assignments and Preferences Act (Ontario), the Fraudulent Conveyances Act (Ontario) and the BIA), and is subject to general principles of equity, including the equitable or statutory powers of the Courts of Ontario and Canada to stay proceedings before them, to stay the execution of judgments and to grant relief against forfeiture;
15. no opinion is expressed with respect to the priority of the Security Interests as against any other security interests granted by the Borrower to other secured creditors (including, without limitation, purchase money security interests), liens (including, without limitation, construction liens and any holdbacks required to be maintained pursuant to the Construction Lien Act (Ontario)) or trust claims of any other creditors of the Borrower, and, in particular, to the existence or priority of any interest not registered or not required to be registered under any applicable legislation, whether or not referred to herein ( e.g. Crown claims);
16. no opinion is expressed as to whether a security interest was created in the following property:
(a) property consisting of a receivable, license, approval, privilege, franchise, permit, lease or agreement to the extent that the terms of such property or any applicable law prohibit its assignment or require, as a condition of its assignability, a consent, approval or other authorization or registration which has not been made or given;
(b) permits, quotas or licenses which are or may be held by or issued to the Borrower; and
( c) federal crown debts.
183
- 5 -
17. no opinion is expressed regarding any provision in the General Security Agreement which purports to relieve a person from a liability or duty otherwise owed or to require compliance regardless of law;
18. no opinion is expressed as to the effect of those provisions of the General Security Agreement which purport to allow the severance of invalid, illegal or unenforceable provisions or restricting their effect;
19. enforcement of the rights to indemnity, contribution and waiver of contribution may be limited or voided by applicable law and may not be ordered by a court on grounds of public policy;
20. the enforceability of the General Security Agreement is subject to the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find that any provision of the General Security Agreement will be unenforceable as an attempt to vary or exclude a limitation period under that statute;
21. we express no opinion as to the enforceability of any provision of the General Security Agreement:
(a) which purports to waive all defences which might be available to, or constitute a discharge of the liability of the Borrower;
(b) to the extent it purports to exculpate, or provide indemnity to, RBC, its agents or any receiver or receiver - manager appointed by it from liability in respect of acts or omissions which may be illegal, fraudulent or involve wilful misconduct; or
( c) which states that amendments or waivers of or with respect to the General Security Agreement that are not in writing will not be effective;
22. to the extent that the General Security Agreement purports to extend the benefit thereof to persons who are not parties to the General Security Agreement, those persons may be unable to enforce that benefit;
23. we have made no searches under applicable statutes, including the Copyright Act (Canada), the Patent Act (Canada) and the Trade-marks Act (Canada), to confirm whether RBC has made registrations that may be necessary to perfect its security interests, if any, in intellectual property of the Borrower;
24. we are qualified to practice law in the Province of Ontario only and, accordingly, express no opinion herein as to the laws of any jurisdiction other than the Province of Ontario and the laws of Canada applicable herein.
With respect to our assumptions referred to above, we would suggest that, at the very least, you: (i) satisfy yourself that all monies or other valuable consideration referred to in paragraph 6 above
184
- 6 -
were actually advanced or given by RBC to the Borrower; and (ii) satisfy yourself that the Borrower is still indebted to RBC and the amount of such indebtedness.
E. MISCELLANEOUS
The opinions expressed herein are provided solely for the benefit of the Receiver and may not be used or relied upon by any other person in connection with this or any other matter.
We appreciate the opportunity to be of service to you with respect to this matter and would be pleased to answer any questions or address any concerns which you may have in relation thereto.
Yours truly,
MINDEN GROSS LLP
#397565314112412
185-
7 -
SC
HE
DU
LE
"A
"
ON
TA
RIO
OR
TH
OT
IC L
AB
IN
C.
Cor
por
ate
Pro
file
Rep
ort
Cor
pora
te N
ame:
O
ntar
io O
rtho
tic
Lab
Inc
. F
orm
er C
orpo
rate
Nam
e:
NIA
(a
s o
f Dec
embe
r 18
, 201
8)
Cur
rent
Bus
ines
s N
ame(
s):
NIA
E
xpir
ed B
usin
ess
Nam
e(s)
: N
IA
Juri
sdic
tion
O
ntar
io
Reg
iste
red
Off
ice/
Mai
ling
Add
ress
: 42
Nia
gara
Str
eet
Ham
ilto
n, O
N L
8L 6
A2
Dat
e o
f Am
alga
mat
ion:
Ju
ne
22,
2016
(a
mal
gam
atin
g co
rpor
atio
ns
wer
e S
port
-Ort
ho I
nc.,
Bli
ss C
once
pts
Inc.
, 21
8723
6 O
ntar
io C
orpo
rati
on,
Phe
et I
nc.
and
Ont
ario
Ort
hoti
c L
ab I
nc.)
C
orpo
rate
Sta
tus:
A
ctiv
e D
irec
tors
: U
nkno
wn
Off
icer
s:
Unk
now
n
186
Bus
ines
s D
ebto
r:
Fil
e C
urre
ncy
Dat
e:
Secu
red
Par
ty
Car
olyn
Jan
e C
ross
Roy
al B
ank
of
Can
ada
-8
-
SC
HE
DU
LE
"B
"
Per
sona
l Pro
pert
y S
ecu
rity
Act (
Ont
ario
) S
earc
h S
umm
ary
ON
TA
RIO
OR
TH
OT
IC L
AB
IN
C. (
"OO
LA
B")
Dec
emb
erl0
,20
19
Secu
red
Bu
sin
ess
Fil
e N
o.
Reg
istr
atio
n N
o.
Par
ty
Deb
tor
Add
ress
10
-10
Map
le
OO
LA
B
7395
0789
6 20
1805
18 0
931
1862
341
2 G
rove
Dr.
T
or.
,ON
L
6J 0
El
36 Y
ork
Mill
s O
OL
AB
72
6229
665
2017
0404
103
8 15
29 4
582
Rd.
4th
Flr.
T
or.
,ON
M
2P
0A
4
*Col
late
ral:
CG
-C
onsu
mer
Goo
ds, I
-In
vent
ory,
E -
Equ
ipm
ent,
A -
Acc
ount
s, 0
-O
ther
, MV
I -
Mot
or V
ehic
le I
nclu
ded
#397
5653
vl
I 411
2412
Reg
ist.
C
olla
tera
l C
olla
tera
l M
isc.
P
erio
d C
lass
ific
atio
n D
escr
ipti
on
5 I,
E,A
,O,M
VI
5 I,
E,A
,O,M
VI
187
'MINDEN GROSSL:J
VIA E-MAIL ([email protected])
Fuller Landau LLP 151 Bloor St. W. 12th Floor Toronto, Ontario M5S 1S4 Attn: Gary Abrahamson
Dear Sirs:
MINDEN GROSS LLP
BARRJSTERS & SOLICITORS
145 KING STREET WEST, SUITE 2200
TORONTO, ON, CANADA M5H 4G2
TEL416.362.3711 FAX416.864.9223
www.mindengross.com
DIRECT DIAL (416) 369-4124
E-MAIL [email protected]
FILE NUMBER 4112412
February 20, 2020
Re: Royal Bank of Canada ("RBC") and Premier Footworks Inc. ("Premier")
In accordance with your instructions, we have now completed our review of a guarantee and postponement of claim limited to the amount of $9,600,000 executed and delivered by Premier to RBC ("Guarantee") and the General Security Agreement ( as hereinafter defined), in connection with credit facilities extended by RBC to Ontario Orthotic Lab Inc. ("Borrower") pursuant to a loan agreement dated July 29, 2016, and accepted by the Borrower on August 7, 2016, as amended, supplemented, restated and replaced from time to time, executed and delivered by the Borrower, as borrower, to and in favour ofRBC, as lender.
We confirm that pursuant to the Order of the Honourable Mr. Justice Penny dated December 13, 2018, The Fuller Landau Group Inc. was appointed as Receiver of the assets, properties and undertakings of Premier and the Borrower (the "Receiver").
By this letter, we wish to provide to you our opinion respecting the validity and enforceability of the security interests that were granted by Premier to and in favour of RBC pursuant to the General Security Agreement (the "Security Interests") to secure the obligations of Premier under the Guarantee.
Our opinions, findings and conclusions are based upon and subject to the assumptions and specific qualifications as inay be hereinafter expressed, including, but not limited to, those expressed in Article D of this letter.
188
- 2 -
A. SECURITY
In connection with this opinion, we have reviewed a photocopy of the Guarantee and a photocopy of a general security agreement dated April 8, 2011 executed and delivered by Premier to and in favour of RBC ("General Security Agreement").
B. SEARCHES
We have performed the usual searches, particulars of which are detailed below:
1. Corporate Search
Attached as Schedule "A" is a summary of the corporate searches conducted by our firm against Premier as at December 18, 2018. Such schedule indicates: (i) the proper legal name of Premier; (ii) the corporate status of Premier; (iii) the directors and officers of Premier; (iv) the registered office and mailing address of Premier; and (v) the date and jurisdiction of amalgamation of Premier.
2. Searches Pursuant to the Personal Property Security Act (Ontario) (the "PPSA")
We obtained a certified print-out pursuant to the provisions of the PPSA against Premier effective as at February 11, 2020. Attached as Schedule "B" is a summary of this print-out. The summary describes, among other things, the file currency date of the search, particulars of each registration and, in the columns marked "Collateral Description" and "Miscellaneous", we have noted any other information apparent from the financing statements registered.
The PPSA searches against those corporations that amalgamated with Premier on December 1, 2016 disclosed no registrations. These searches were conducted on February 12, 2020.
The PPSA search against Premier indicates 2 registrations, as follows:
(i) a financing statement registered on October 6, 2017 in favour of National Leasing Group Inc., under reference file #732720366 as registration #20171006 1335 6005 7046 in respect of the Collateral Classification noted as" "Equipment"; and
(ii) a financing statement registered on October 31, 2018 in favour of RBC, under reference file #745359021 as registration #20181031 0944 1793 6517 in respect of Collateral Classifications noted as "Inventory", "Equipment", "Accounts", "Other" and "Motor Vehicle Included".
C. OPINIONS
Based solely on the foregoing, and subject to the limitations and qualifications as set out in this letter, we are of the opinion that the Security Interests created by the General Security Agreement delivered by Premier constitute legal, valid and binding obligations of Premier in favour of RBC, enforceable by RBC in accordance with its terms.
189
- 3 -
D. LIMITATIONS AND QUALIFICATIONS OF OPINION
The foregoing opinion is subject to the following limitations, qualifications, reservations and assumptions:
1. the foregoing opinion is confined to statements of fact or matters set forth herein as existing as of the date of this opinion letter;
2. we have relied upon certificates of public officers as to matters of fact not stated herein to have been assumed or independently verified or established by us;
3. we have assumed the completeness, accuracy and currency of the indexes and filing systems maintained at the public offices where we have searched or enquired or have caused such searches or enquiries to be conducted and that the results of our searches and enquiries continue to be complete, accurate and current as of the date hereof;
4. we have not been provided with the Minute Book, Records, or By-laws of Premier nor any documentation with respect thereto. Accordingly, we have assumed that Premier is a corporation duly amalgamated and organized and valid and subsisting under the laws of the Province of Ontario at the time that the Guarantee and General Security Agreement were executed and that Premier had all necessary corporate power and authority to execute and deliver the Guarantee and General Security Agreement;
5. we have assumed that the Guarantee and General Security Agreement were executed and delivered in accordance with corporate authorizations current at the time of execution of same and the execution and delivery of the Guarantee and General Security Agreement on behalf of Premier were authorized by all necessary resolutions and other corporate actions;
6. we have assumed that monies or other valuable consideration was advanced or given by RBC to the Borrower and that monies are, in fact, still owing by the Borrower to RBC with respect to such advances;
7. we have assumed that the Security Interests were intended by Premier and RBC to attach and have attached in accordance with the provisions of the PPSA;
8. we have assumed that the Guarantee and General Security Agreement were unconditionally delivered by Premier to RBC;
9. we have assumed that the Guarantee and General Security Agreement have not been assigned, released, discharged or otherwise impaired, either in whole or in part;
10. we have assumed that any financing statements and financing change statements registered respecting the General Security Agreement were completed in compliance with the PPSA and the Regulations with respect thereto and copies thereof were delivered to Premier in accordance with the provisions of the PPSA;
190
-4-
11. we express no opinion as to right, title or interest of Premier in any personal property;
12. we have assumed that Premier does not have a legal defence for, without limitation, absence of legal capacity, fraud by or to the knowledge of RBC, misrepresentation, undue influence or duress;
13. to the extent that the Bankruptcy and Insolvency Act (Canada) ("BIA") applies to the General Security Agreement, and notwithstanding any other federal and/or provincial law, the rights of unpaid suppliers and their interest in certain goods supplied by them to a person prior to bankruptcy may rank ahead of the Security Interests in the goods supplied;
14. the binding effect and the enforceability of the Security Interests or any judgment arising out of or in connection therewith (and the priority of any rights arising thereunder) may be limited by any applicable bankruptcy, re-organization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors' rights generally (including, without limitation, the Assignments and Preferences Act (Ontario), the Fraudulent Conveyances Act (Ontario) and the BIA), and is subject to general principles of equity, including the equitable or statutory powers of the Courts of Ontario and Canada to stay proceedings before them, to stay the execution of judgments and to grant relief against forfeiture;
15. no opinion is expressed with respect to the priority of the Security Interests as against any other security interests granted by Premier to other secured creditors (including, without limitation, purchase money security interests), liens (including, without limitation, construction liens and any holdbacks required to be maintained pursuant to the Construction Lien Act (Ontario)) or trust claims of any other creditors of Premier, and, in particular, to the existence or priority of any interest not registered or not required to be registered under any applicable legislation, whether or not referred to herein (e.g. Crown claims);
16. no opinion is expressed as to whether a security interest was created in the following property:
(a) property consisting of a receivable, license, approval, privilege, franchise, permit, lease or agreement to the extent that the terms of such property or any applicable law prohibit its assignment or require, as a condition of its assignability, a consent, approval or other authorization or registration which has not been made or given;
(b) permits, quotas or licenses which are or may be held by or issued to Premier; and
( c) federal crown debts.
17. no opinion is expressed regarding any provision in the General Security Agreement which purports to relieve a person from a liability or duty otherwise owed or to require compliance regardless of law;
18. no opinion is expressed as to the effect of those provisions of the General Security Agreement which purport to allow the severance of invalid, illegal or unenforceable provisions or restricting their effect;
191
- 5 -
19. enforcement of the rights to indemnity, contribution and waiver of contribution may be limited or voided by applicable law and may not be ordered by a court on grounds of public policy;
20. the enforceability of the General Security Agreement is subject to the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find that any provision of the General Security Agreement will be unenforceable as an attempt to vary or exclude a limitation period under that statute;
21. we express no opinion as to the enforceability of any provision of the General Security Agreement:
(a) which purports to waive all defences which might be available to, or constitute a discharge of the liability of Premier;
(b) to the extent it purports to exculpate, or provide indemnity to, RBC, its agents or any receiver or receiver - manager appointed by it from liability in respect of acts or omissions which may be illegal, fraudulent or involve wilful misconduct; or
( c) which states that amendments or waivers of or with respect to the General Security Agreement that are not in writing will not be effective;
22. to the extent that the General Security Agreement purports to extend the benefit thereof to persons who are not parties to the General Security Agreement, those persons may be unable to enforce that benefit;
23. we have made no searches under applicable statutes, including the Copyright Act (Canada), the Patent Act (Canada) and the Trade-marks Act (Canada), to confirm whether RBC has made registrations that may be necessary to perfect its security interests, if any, in intellectual property of Premier;
24. we are qualified to practice law in the Province of Ontario only and, accordingly, express no opinion herein as to the laws of any jurisdiction other than the Province of Ontario and the laws of Canada applicable herein; and
25. To the extent necessary, this opinion should be considered together with our opinion dated January 8, 2020 in respect of the security granted by the Borrower to RBC.
With respect to our assumptions referred to above, we would suggest that, at the very least, you: (i) satisfy yourself that all monies or other valuable consideration referred to in paragraph 6 above were actually advanced or given by RBC to the Borrower; and (ii) satisfy yourself that the Borrower is still indebted to RBC and the amount of such indebtedness.
E. MISCELLANEOUS
The opinions expressed herein are provided solely for the benefit of the Receiver and may not be used or relied upon by any other person in connection with this or any other matter.
192
- 6 -
We appreciate the opportunity to be of service to you with respect to this matter and would be pleased to answer any questions or address any concerns which you may have in relation thereto.
Yours truly,
MINDEN GROSS LLP
/Jl;11/4 {){&,~ Lif
#4059885 vi I 4112412
193-
7 -
SC
HE
DU
LE
"A"
PR
EM
IER
FO
OT
WO
RK
S IN
C.
Corp
orate Profile R
eport
Corporate N
ame:
Prem
ier Footw
orks Inc. F
ormer C
orporate Nam
e: N
IA (as o
f Decem
ber 18, 2018) C
urrent Business N
ame(s):
NIA
Expired B
usiness Nam
e(s): N
IA Jurisdiction
Ontario
Registered O
ffice/Mailing A
ddress: 42 N
iagara Street
Ham
ilton, ON
L8L
6A2
Date o
f Am
algamation:
Decem
ber 1,
2016 ( am
algamating
corporations w
ere 2526708
Ontario
Inc., P
remier F
ootworks Inc., W
alk'n Com
fort Inc. and 894182 O
ntario Lim
ited) C
orporate Status: A
ctive D
irectors: U
nknown
Officers:
Unknow
n
194
Bu
siness D
ebtor:
File C
urrency Date:
Secu
red
Party
Royal B
ank o
f Canada
National
Leasing
Gro
up
Inc.
-8 -
SC
HE
DU
LE
"B"
Person
al Property S
ecurity A
ct (On
tario) Search Sum
mary
PR
EM
IER
FO
OT
WO
RK
S IN
C. ("P
remier")
February 11, 2020
Secu
red
Bu
siness
File N
o.
Registration N
o.
Party
Deb
tor A
ddress 36 Y
ork Mills
Prem
ier 745359021
20181031 0944 1793 6517 R
d. 4
th Flr. T
or.,O
N
M2
P0
A4
1525 B
uffalo P
remier
732720366 20171006 1335 6005 7046
Place
(2839829) H
amilton
Winnipeg,
Orthotic
MB
C
entre R
3T 1L
9 O
ntario O
rthotic Lab
Inc.
Regist.
Collateral
Collateral
Misc.
Period
Classification
Descrip
tion
5 I,E
,A,O
,MV
I
6 E
A
ll ultra shockw
ave w
ith related com
ponents o
f every nature or kind described in A
greement
Num
ber 2839829, betw
een the S
ecured P
arty and the D
ebtor, as am
ended from
time to
195-
9 -
Secu
red
Secured B
usin
ess F
ile No
. R
egistration No
. R
egist. C
ollateral C
ollateral M
isc. P
arty P
arty D
ebtor
Period
Classification
Descrip
tion
Address
time,
together with
all attachm
ents, access ones and substitutions.
*Collateral: C
G -
Con
sum
er Goods, I -
Inventory, E -
Equipm
ent, A-A
ccoun
ts, 0 -O
ther, MV
I -M
otor Vehicle Included
#3975653 vl J 4112412
Ontario Orthotic Lab Inc.
Premier Footworks Inc.
Total
ReceiptsAccounts receivable 240,801.14 2,175.00 242,976.14 Equipment sale proceeds 169,160.20 56,602.05 225,762.25 Inventory sale proceeds 54,021.93 63,511.54 117,533.47 Intercompany Receivable - Slawner 57,848.31 6,318.39 64,166.70 Intellectual property sale proceeds (inclusive of HST) (Note 1) 27,334.53 29,165.47 56,500.00 Cash on hand 18,726.10 9,437.83 28,163.93 Prepaids 8,713.12 888.51 9,601.63 Reimbursement from Ernst & Young Inc. 4,373.94 4,373.94 8,747.87
580,979.27 172,472.73 753,451.99
DisbursementsReceiver's fees and disbursements (to March 31, 2019) (Note 2) 107,067.14 31,784.54 138,851.68 Legal fees and disbursements (to May 31, 2019) (Note 2) 18,491.03 5,489.35 23,980.38 Occupation Rent 28,211.65 30,099.15 58,310.80 HST paid (ITC) (Note 3) 24,353.50 9,618.74 33,972.24 IT - backup/storage 20,985.50 - 20,985.50 Utilities and telephone 12,980.51 1,708.77 14,689.28 Retained employees/consultant fees 5,947.22 - 5,947.22 Stock-taking and possession - 5,364.90 5,364.90 Storage books and records 1,168.33 1,168.33 2,336.66 Bank charges / credit card fees 1,811.27 3.00 1,814.27 Property maintenance / snow removal 1,712.50 - 1,712.50 Waste removal / Garbage 1,710.42 - 1,710.42 Insurance 1,079.87 581.17 1,661.04 Appraisal fees 975.17 524.83 1,500.00 Miscellaneous 748.39 755.98 1,504.37
Total Disbursements 227,242.50 87,098.76 314,341.26
Balance as at January 31, 2020 353,736.76 85,373.97 439,110.73
Unpaid Disbursements: (Note 2)Unpaid Receiver Fees to (April 1, 2019 to October 31, 2019) 18,654.77 5,537.96 24,192.73 Unpaid Legal Fees to (June 25, 2019 to January 8, 2020) 3,136.02 930.98 4,067.00 HST on Unpaid Receiver and Legal Fees 2,832.81 840.96 3,673.77 Fee Accrual ($20,000 plus HST) 17,426.63 5,173.37 22,600.00
Balance Available for Distribution 311,686.53 72,890.70 384,577.23
Less: Holdback for potential CRA - deemed trust priority 55,000.00 - 55,000.00
Proposed Distributions:Service Canada - WEPP 81.4 priority payment 42,487.54 28,921.10 71,408.64 Royal Bank of Canada 200,000.00 40,000.00 240,000.00
Note 1: The intellectual property sale proceeds have been allocated between the two entities based on book value.
Note 2: Receiver/Legal fees and disbursements (including the Fee Accrual) have been allocated on a pro rata basis between the two entites based on gross realizations.
Note 3: HST refunds are not included in receipts due to uncertainty of refund from CRA.
ONTARIO ORTHOTIC LAB INC. AND PREMIER FOOTWORKS INC.STATEMENT OF RECEIPTS AND DISBURSEMENTS AS AT JANUARY 31, 2020
Total Receipts
$
APPENDIX "L" 196
APPENDIX "M"
197
BETWEEN:
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
ROYAL BANK OF CANADA
- and-
Applicant
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONT ARIO INC. AND 9339-6497 QUEBEC INC.
AFFIDAVIT OF GARY ABRAHAMSON (Sworn March 11, 2020)
Respondents
I, Gary Abrahamson, of the City of Toronto, in the Province of Ontario MAKE OATH AND SAY:
1. I am President and a Licensed Insolvency Trustee with The Fuller Landau Group Inc.
("Fuller Landau"), the Court Appointed Receiver (the "Receiver") of Ontario Orthotic
Lab Inc. and Premier Footworks Inc. (the "Debtors") 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 all of the assets, undertakings and
properties of the Debtors by Order of the Court dated December 13, 2018.
198
3. The Receiver has prepared invoices in connection with its appointment as Receiver
detailing its services rendered and disbursements, inclusive of HST, incmTed for the
period from December 8, 2018 through to the date of October 31 , 2019. (the "Period") in
the amount of$184,240.17 (comp1ising fees of$158,385.00, disbursements of $4,659.41,
and HST of $21 ,195.76).
4. Attached hereto and marked as Exhibit "A" to this Affidavit are a Summary of Invoices,
a Summary of Fees (Hours and Rates), and copies of the invoices together with
supporting time dockets. The invoices and time dockets disclose in detail the nature of
the services rendered; the time expended by each person and their hourly rates;
disbursements charged; and the total charges for the services rendered.
5. The Receiver spent a total of 540.71 hours on this matter during the Period resulting in
fees totaling $158,385.00. As reflected in the billing summary the average hourly rate in
respect of the Period is $292.92.
6. The hourly billing rates detailed in this Affidavit are comparable to the hourly rates
charged by Fuller Landau for services rendered in relation to similar proceedings.
7. To the best of my knowledge the hourly billing rates charged in the course of these
proceedings are comparable to rates charged by other Greater Toronto Area practitioners
providing similar services and are reasonable in light of the services provided in this
matter.
8. This Affidavit is made in support of a motion to, inter alia, approve the attached accounts
of the Receiver and the fees and disbursements detailed therein, and for no improper
purpose whatsover.
SWORN before me at the City of ) Toronto, in the Province of Ontario ) this i/-lJ-,day of.March 2020. )
)
~~ ~ 11Alnna unoa 1~1va, d Commissioner, etc., Province of Ontario. tor The Fuller Landlu Group Inc. and Its associates and affffillll. !:xoim Saotember 4. 2021
GARY RAHAMSON
199
Attached is Exhibit "A"
Referred to in the
AFFIDAVIT OF GARY ABRAHAMSON
Sworn before me
tt.. This // day of March, 2020
~kt,__)
Commissioner for taking Affidavits, etc
"' 111111,- J•t!lM ;111va , ,;ommiSSIOner, etc., "Ovtncf ,1, r1ntano" /or The Fuller landau , roi11, ""' ~nr its associates and afffllllla" "r.rnre ,aotP.mtler 4, 2021
200
Sr.No. Invoice Invoice Date No,
1 31-Dec-18 131722 2 31-Jan-l 9 132563 3 28-Feb-19 132907 4 31-Jul-19 136977 5 31-Oct-19 138267
Total
The Fuller Landau Group Inc. In its Capacity as Court Appointed Receiver of
Ontario Orthotic Lab Inc. and Premier Footworks Inc.
Summary of Fees by Invoice of the Receiver For the period up to October 31, 2019
No of Fees Disbursements* Hours $ $
171.75 $ 55,688.75 $ 327.55 $ 165.10 $ 46,971.00 $ 4,307.00 $ 65.87 $ 18,231.45 $ 11.48 $ 47.87 $ 13,314.45 $ - $ 90.12 $ 24,179.35 $ 13.38 $
Total $
56,016.30 51,278.00 18,242.93 13,314.45 24,192.73
540.71 $ 158.385.00 $ 4,659.41 $ 163,044.41
HST $
$ 7,282.11 $ 6,666.14 $ 2,371.58 $ 1,730.88 $ 3,145.05
$ 21,195.76
* Disbursements comprises of locksmith charges, Canada Post mail redirection, IT service providers and coiirier charges paid by Fuller.
Summary of Fees (Rates and Hours)
Average Staff Hours Amount Hourly Rate Restructuring and Insolvency $ $
G. Abrahamson 53.50 26,750.00 500.00 K. Pearl 0.60 297.00 495.00 A.Erlich 2.30 885.50 385.00 J.Samson 149.30 46,107.00 308.82 K. Jariwala 207.30 54,123.05 261.09 M.Niva 120.60 29,428.87 244.02 S. Murphy 5.50 550.00 100.00
Accounting, Tax and Other Suggort K.Regan 1.27 197.68 155.65 M. Baxter 0.34 45.90 135.00
Total 540.71 158,385.00 292.92
Exhibit II A 11
Invoice Total $
$ 63,298.41 $ 57,944.14 $ 20,614.51 $ 15,045.33 $ 27,337.78 $ 184,240.17
201I!!..... THE FULLER
~ ) LANDAU GROUP1Nc Invoice No. 131722
December 31 , 2018
Client No. 1308124:02 GFA Ontario Orthotics Lab Inc. c/o The Fuller Landau Group Inc. in its capacity as Court Appointed Receiver 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4
Attention: Gary Abrahamson
INVOICE
TO PROFESSIONAL SERVICES RENDERED:
With respect to our appointment as Court Appointed Receiver of Ontario Orthotics Lab Inc. and Premier Footworks Inc. for the period December 8, 2018 to December 31, 2018, including:
• Planning and preparation of possession memorandum and checklist; • Attend at two retail locations and head office to meeting with employees and management re: taking
possession; • Meeting with certain of the Company's employees regarding continued employment; • Numerous telephone calls with RBC and Aird Berlis LLP re: issues and status; • Initiate correspondence with service providers to advise of receivership order and continued service • Arranging for new insurance coverage; • Corresponding with the Companies' payroll provider regarding T4's and ROEs; • Draft and finalize, Confidentiality Agreement Confidential Information Memorandum (CIM), provide
same to prospective purchasers; • Contacting liquidators to arrange for viewings of the Company's fixed assets and inventory; • Attending premises to meet liquidators; • Numerous conference calls and e-mail correspondence to discuss and understand the status of the
Companies IT back-up; • Arranging for the back-up and virtualization of the Company's servers; • Respond to customers seeking status of orders and return of property; • Tour premises with prospective purchasers; • WEPP processing, T4s and ROEs for employees; and • Generally, all other matters relating to the above not specifically detailed herein
OUR STANDARD FEE
G. Abrahamson - 38.30 hrs. @ $500.00/hr. A. Erlich - 2.30 hrs. @ $385.00/hr. J. Samson - 61.50 hrs. @ $300.00/hr. K. Jariwala - 55.70 hrs. @ $250.00/hr. M. Niva - 13.95 hrs. @ $235.00/hr.
Please remit to:
THE FULLER LANDAU GROUP INC.
Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4 Toronto, Hamilton
. .. turn over for page 2
Tel: (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
202
Ontario Orthotics Lab Inc. December 31, 2018 Page2
Our fee ........ ..... .. ......... ............. ... .... ..... .. ... .... ........... ................ .... ................. ... .. ... ..... $ 55,688.75
Disbursements... ..... .... .. ............ ... ........ .. ...... .... ... ................. ............... ... .... ............... 327.55 - ----- - -Subtotal .... ... ....... ........... ... .. ... .... ......... ...... .............. .......... .. .... .......... ..... ...... ...... ........ 56,016.30
HST.... .. ..... ..... ..... ....... .. .... .......... .... . .... ... .. . ... . ......... ...... ... ...... . .... .. ......... ....... ...... ... .... . 7,282.11 ____ .....;.. __ _ BALANCE DUE ..... .......... ......... ............. ... .... ........ .... ...... ... ..... ...... ......... ........ .... ........ $ 63,298.41
=======
Note:
Disbursements= Chang ing locks and mail forwarding
HST Registration No. R130795669
Payment is due on receipt of account. Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Cardholders Name:
Credit Card Type:
Credit Card Number:
Si nature:
Please remit to:
THE FULLER LANDAU GROUP INC. Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1S4
□ Visa □ MasterCard
Toronto, Hamilton
CVD:
Expiration Date:
Date:
Tel: (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
203F
ulle
r La
ndau
LLP
0
4 J
an,
20
19
B
illin
g W
ork
shee
t
Prim
ary
Par
tner
-C
lient
Cod
e F
ilter
s U
sed:
-
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
Mas
ter
Clie
nt:
13
08
12
4-O
ntar
io O
rtho
tics
Lab
Inc.
13
081
24:0
2 -
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
-G
FA
WIP
Clie
nt
Clie
nt
All
Oth
er R
ecov
erab
le E
xpen
ses
JOS
All
Oth
er R
ecov
erab
le E
xpen
ses
JOS
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
Gen
eral
JO
S
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
Mem
o
Ret
ain
er B
alan
ce
0.00
13/1
2/20
18
Cha
nge
Lock
s a
t pre
mis
es
27/1
2/20
18
Can
ada
Po
st -
Mai
l for
war
ding
Clie
nt
To
tals
:
WIP
55
,688
.75
10/1
2/20
18
Rec
eive
rshi
p pl
anni
ng w
ith G
.Abr
aham
son,
pre
pare
po
sses
sion
mem
o an
d ch
eckl
ist a
nd r
evie
w w
ith
K.J
ariw
ala
11/1
2/20
18
Atte
ndan
ce a
t 2 W
alk'
N C
omfo
rt r
etai
l lo
catio
ns to
ob
serv
e le
vels
of i
nven
tory
and
num
ber o
f em
ploy
ees.
sp
eak
to s
taff
on
site
and
ga
the
r inf
orm
atio
n an
d ph
otog
raph
s. R
epor
ting
to G
.Abr
aham
son,
str
ateg
y an
d pl
anni
ng m
eetin
g w
ith G
.Abr
aham
son
re.
rece
iver
ship
is
sues
; co
ordi
nate
atte
ndan
ce b
y Jo
hn T
ertig
as a
nd
Can
Am
App
raiz
and
Pla
tinum
.
12/1
2/20
18
Pla
nnin
g m
eetin
g w
ith K
.Jar
iwal
a, a
nd G
. A
brah
amso
n re
. po
sses
sion
issu
es a
nd s
trat
egy/
plan
ning
follo
win
g ap
poin
tmen
t; r
evie
w o
f doc
s w
ith K
.Jar
iwal
a; r
evie
w o
f in
form
atio
n an
d em
ails
fro
m R
andy
Kor
oll;
plan
ning
m
eetin
g w
ith M
.Niv
a an
d G
.Abr
aham
son
re.
Med
ic
12/1
2/20
18
M
eetin
g w
ith G
ary
and
Josh
re:
kick
off
mee
ting
-ba
ckgr
ound
of c
ompa
ny,
its o
pera
tion
stat
us, a
sset
s an
d pl
anni
ng fo
r re
ceiv
ersh
ip;
revi
ew in
form
atio
n an
d 1
3
wee
k ca
sh fl
ow
fore
cast
pre
pare
d by
com
pany
;
Pag
e 1
of 1
2
Pro
gre
ss
Ne
tWIP
A
R B
ala
nce
0.
00
55,6
88.7
5 0.
00
Rat
e H
ou
rs
Am
ou
nt
$0.0
0 16
5.90
$0.0
0 16
1.6
5 32
7.55
$300
.00
0.80
24
0.00
$300
.00
2.6
0 78
0.00
$300
.00
1.50
45
0.00
$250
.00
1.80
45
0.00
204Fu
ller L
anda
u LL
P 0
4 J
an,
2019
B
illin
g W
ork
she
et
Pri
ma
ry P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Na
me
: O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip t
o
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
B0
Gen
eral
CR
I A
GT
A
GT
B0
Gen
eral
JOS
KE
J
JOS
13/1
2/20
18
Pre
pare
doo
r no
tices
; A
tten
danc
e a
t 00
Lab
Inc
. m
ee
ting
with
Wa
yne
Coc
kbur
n, G
.Ab
rah
am
son
, K
.Jar
iwal
a an
d w
alk
aro
und
of m
anuf
actu
ring
faci
litie
s,
dis
cuss
ion
s on
ke
y e
mp
loye
es/
ma
na
ge
me
nt r
equi
red,
pr
oduc
tion/
orde
r bo
ok,
iden
tifyi
ng a
sse
ts
(inve
ntor
y/A
IR)
and
liabi
litie
s. P
osse
ssio
n ite
ms
incl
udin
g K
eys
/acc
ess
cod
es/a
larm
cod
es.
Co
ord
ina
te
lock
cha
nge
with
lock
smith
. A
sse
ss I
T in
fras
truc
ture
an
d is
olat
ing
and
secu
rin
g t
he
In
tan
gib
les/
cust
om
er
list.
Mee
t with
J.O
rdon
and
D.L
ee o
f Dan
bury
re.
App
rais
al
and
auct
ion
prop
osal
.
13/1
2/20
18
Vis
it O
OLa
b (H
amilt
on o
ffice
): a
ssis
t Ga
ry a
nd J
osh
re:
co
ntac
ting
land
lord
of t
he
pre
mis
es,
cont
actin
g al
arm
m
onito
ring
age
ncy
to n
otify
ab
ou
t rec
eive
rshi
p; T
ou
r pr
emis
es w
ith W
ayne
to u
nder
stan
d lo
catio
n o
f in
vent
ory,
pat
ient
reco
rds,
fix
ed a
sset
s et
c.;
d/w
var
ious
as
pect
s w
ith W
ayne
to u
nder
stan
d st
atus
of e
mpl
oyee
s;
busi
ness
; in
vent
ory;
ass
ets;
pat
ient
rec
ord;
14/1
2/20
18
Tak
ing
poss
essi
on -
Mee
ting
with
Sta
ff a
nd
man
agem
ent,
inf
orm
em
ploy
ees
of W
EP
P P
rogr
am a
nd
requ
irem
ents
to
appl
y; e
mpl
oyee
ta
sk a
nd te
rm l
ette
rs;
back
ups
and
imag
ing
of
IT s
yste
m;
Em
ploy
ee w
epp
clai
ms,
acc
ount
ing
reco
rds,
dra
fting
cor
resp
onde
nce
for
Mon
eris
re.
cha
ngin
g b
an
k ac
coun
ts f
or
cred
it ca
rd
proc
essi
ng,
tele
phon
e di
scus
sion
with
E&
Y tr
uste
e D
.Sal
dana
; R
evi
ew
AIR
and
A/P
lis
tings
with
S.P
elan
; re
view
dem
ands
and
cor
resp
onde
nce
from
cre
dito
rs;
notif
y 2
Pre
mie
r/W
NC
land
lord
s o
f rec
eive
rshi
p an
d se
rvic
e or
der;
ass
ist R
.Joh
n in
dra
fting
a e
mai
l to
empl
oyee
gro
up;
emai
l to
Gle
n G
odre
y re
. 20
Vog
ell
Roa
d;
Pa
ge
2 o
f 12
$300
.00
3.40
1,
020.
00
$250
.00
3.50
87
5.00
$300
,00
7.20
2,
160.
00
205F
ulle
r La
ndau
LLP
04
Jan
, 20
19
Bill
ing
Wo
rksh
ee
t
Pri
mar
y P
arm
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Na
me
: O
nta
rio
Ort
ho
tics
La
b ln
c. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
KE
J
KE
J
14/1
2/20
18
On
site
GO
LAB
: m
eetin
g w
ith e
mpl
oyee
s to
dis
cuss
is
sues
; ta
ke c
ontr
ol o
ver
asse
ts a
nd g
athe
red
acc
ou
ntin
g a
nd
oth
er
imp
ort
an
t in
form
atio
n f
rom
e
mp
loye
es
to (
incl
. T
ria
l bal
ance
, A
R,
Inve
ntor
y, A
P,
Cu
sto
me
r in
form
atio
n, e
tc.)
; co
ord
ina
te to
re
stri
ct u
ser
acc
ou
nts
fo
r S
AP
; co
ord
ina
te w
ith a
larm
Mo
nito
rin
g
ag
en
cy to
cha
nge
alar
m c
odes
and
aut
horiz
atio
n d
eta
ils:
fetc
h u
tility
bill
s fo
r fu
rth
er
corr
esp
on
de
nce
; d
iscu
ss w
ith I
T -
re:
IT in
fras
truc
ture
, co
nsul
tant
, lo
gin
cred
entia
ls f
or w
ebsi
te a
nd o
the
r on
line
acce
ss;
dra
ft
em
plo
yme
nt l
ett
er f
or
Sh
an
no
n;
d/w
Ma
rco
re:
co
mp
lete
d o
rde
rs r
eady
to s
hip
;
15
/12
/20
18
M
ee
t an
d a
ssis
t Ga
ry a
nd
Jo
sh r
e: p
rog
ress
on
rece
iver
ship
(in
cl.
cha
ng
e o
f acc
ess
co
de
/lock
s/ke
ys,
plan
to
ta
ke c
ontr
ol o
ver
clin
ics,
de
cid
ing
wh
o p
roce
ss
WE
PP
A (
E&
Yv/
s F
LG),
stat
us o
f RO
E's
and
T4'
s w
ith
Cer
idia
n +
FLG
aut
hori
zatio
n, I
T c
on
tro
ls -
plan
me
etin
g
with
CC
S I
T,
secu
rin
g c
ritic
al i
nfo
rma
tion
on
SA
P,
sho
rtlis
t e
mp
loye
es
to b
e hi
red
for
rece
iver
's
ass
ista
nce
; pl
an t
o e
valu
ate
sta
tus
of p
rod
uct
ion
an
d
po
ssib
ility
to c
om
ple
te t
he o
rder
s; p
lan
to s
cou
t p
ote
ntia
l buy
ers;
fe
tch
upd
ated
AR
; p
lan
to
ob
tain
a
sse
t an
d in
ven
tory
co
un
t an
d a
pp
rais
al f
rom
liq
uida
tor,
pl
an t
o p
rep
are
info
rma
tion
pa
cka
ge
for
pote
ntia
l bu
yers
; fe
tch
in
terc
om
pa
ny
rece
ivab
le;
sch
ed
ule
m
ee
ting
with
em
plo
yee
s, p
lan
visi
ts to
OO
lab
loca
tion
an
d pl
an f
orw
ard
act
ion
ab
le f
or
ne
xt w
ee
k;
Sto
re in
form
atio
n o
n se
rver
; em
ail
insu
ran
ce c
opie
s to
G
ary
su
mm
ari
sin
g lo
catio
ns
cove
red
an
d a
mo
un
t; e
ma
il C
hri
s an
d S
ha
nn
on
re:
act
ive
SA
P a
cco
un
ts;
Pa
ge
3 o
f 12
$250
.00
7.50
1,
875.
00
$250
.00
2.60
65
0.00
206F
ulle
r Lan
dau
LLP
04
Jan
, 20
19
Billin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
to
O
ntar
io O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
JOS
KE
J
JOS
17/1
2/20
18
Atte
ndan
ce a
t 42
Nia
gara
St r
e. t
akin
g po
sses
sion
; pr
ovid
ed N
OA
to P
.Kar
oldi
ds (
TO
G);
mee
ting
with
C
CX
IT (
J.M
acD
on
ald
) re
. b
ack
up
s o
f IT
sys
tem
s a
nd
se
rvic
es r
equi
red
by
Rec
eive
r; m
eetin
g 'vV
ith l
andl
ord
and
wal
karo
und
of p
rem
ise
s d
iscu
ss in
tere
st in
p
urc
ha
sin
g a
sse
ts a
nd b
usi
ne
ss o
f 00
Lab
; M
ee
ting
w
ith p
rosp
ectiv
e pu
rcha
sers
(T
OG
) pr
ovid
e pl
ant t
our
with
M.R
od
riq
ue
z an
d a
nsw
er
qu
est
ion
s re
gard
ing
spe
cifi
c a
sse
ts;
eq
uip
me
nt l
istin
g a
nd c
ust
om
er
list;
m
ee
ting
with
BJ
Win
nin
g o
f In
finity
Ass
et r
e. a
uct
ion
pr
opos
al;
revi
ew
fina
ncia
l re
port
s an
d d
ocm
en
ts fr
om
C.R
oo
de
an
d S
.Pel
an.
17/1
2/20
18
At O
OLa
b cl
inic
-42
Nia
gara
: (a
) w
alk
thro
ug
h t
he
pro
duct
ion
pro
cess
with
Ma
rco
and
di
d in
ven
tory
co
un
t of t
he
ord
ers
on
ha
nd
on
pro
du
ctio
n
line;
re
con
cile
ord
ers
with
th
e in
form
atio
n p
rovi
ded
fro
m
Fo
iwa
rd m
otio
n; p
rep
are
est
ima
ted
la
bo
ur
requ
ired
fo
r pr
oduc
tion;
an
d e
stim
ate
po
ssib
le n
et m
arg
in g
en
era
ted
on
co
mp
letio
n o
f ord
ers;
(b
) m
ee
ting
with
po
ten
tial b
uyer
s to
dis
cuss
th
e
pote
ntia
l in
tere
st a
nd w
alk
thro
ugh
the
pre
mis
es
to
sho
wca
se in
ven
tory
an
d f
ixed
ass
ets
; (c
) m
ee
ting
with
Ga
ry a
nd
Jo
sh r
e: f
ea
sib
ility
to
com
ple
te t
he
ord
ers,
eva
lua
te in
tere
st o
f po
ten
tial b
uye
r a
nd
sta
tus
of o
the
r pe
ndin
g is
sue
s;
18
/12
/20
18
T
ele
ph
on
e d
iscu
ssio
n w
ith C
erid
ian
payr
oll r
e.
Em
ploy
ee T
4s a
nd R
OE
, pr
ovid
e a
copy
of t
he
Re
ceiv
ers
hip
ord
er;
arr
an
ge
me
nts
of w
ire
for
pa
yme
nt;
d
raft
Re
ceiv
er's
s 0
0 L
ab a
nd
Pre
mie
r.2
45
/24
6
notic
es;
Re
vie
w a
nd
wo
rk o
n e
mp
loye
e W
EP
P
spre
ad
she
et w
ith S
ha
nn
on
Pel
an;
revi
ew
lea
ses
from
C
.Roo
de.,
util
ities
(hy
dro,
gas
, in
tern
et,
tele
ph
on
e)
ne
w
acc
ou
nts
an
d r
ea
din
gs
req
ue
ste
d.;
re
vie
w in
terc
om
pa
ny
rece
iva
ble
s
Pa
ge
4 o
f 12
$300
.00
7.40
2,
220.
00
$250
.00
7.90
1,
975.
00
$300
.00
7.60
2,
280.
00
207Fu
ller L
anda
u LL
P 0
4 J
an,
2019
B
illin
g W
ork
she
et
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
KE
J
JOS
18/1
2/20
18
At
OO
Lab
clin
ic-4
2 N
iaga
ra:
prep
are
cost
ben
efit
anal
ysis
to c
ompl
ete
orde
rs f
or
OO
La
bs;
att
en
d c
ust
om
er
calls
an
d c
red
itors
(t
eks
yste
m)
em
ail;
fill
in
ass
ets
and
cre
dito
rs
info
rma
tion
in 2
45-2
46 n
otic
e;
revi
ew
pre
-pa
id s
che
du
le
to s
ho
rtlis
t p
ote
ntia
l re
cove
ry;
follo
w u
p o
n f
ew
act
ive
S
AP
use
r a
cco
un
ts;
pre
pa
re c
red
itor
listin
g (c
on
solid
ate
all
sto
res)
of p
rem
ier f
oo
twe
ar
Inc.
fo
r 2
45
-2
46
no
tice
; d
raft
info
rma
tion
pa
cka
ge
for
sale
s p
roce
ss;
19
/12
/20
18
C
on
tinu
ed
po
sse
ssio
n;
Dra
ft a
nd f
ina
lize
Co
nfid
en
tial
Info
rma
tion
Me
mo
ran
du
m {
CIM
) w
ith s
taff
, d
istr
ibu
te to
p
rosp
ect
ive
pu
rch
ase
rs w
ho
ha
ve e
xecu
ted
ND
A;
tele
ph
on
e c
on
fere
nce
with
A.E
rlic
h a
nd
G.A
bra
ha
mso
n;
resp
on
d t
o 0
0 L
ab
cu
sto
me
rs s
ee
kin
g s
tatu
s o
f ord
ers
a
nd
ret
urn
of p
rope
rty;
Pa
ge
5 o
f 1
2
$250
.00
8.10
2,
025.
00
$300
.00
7.4
0
2,22
0.00
208F
ulle
r La
ndau
LLP
0
4 J
an,
2019
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
lnc.
-R
epei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
{G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
KE
J 19
/12/
2018
A
t O
OLa
b clin
ic-4
2 N
iaga
ra:
-M
ee
ting
with
Ga
ry a
nd J
osh
re:
dis
cuss
pla
n t
o s
ecu
re
JT e
nvi
ron
me
nt,
ch
an
ge
s to
be
do
ne
to C
IM,
sco
uti
ng
bu
yers
; le
ase
sta
tus
for
clo
sed
clin
ics
an
d o
the
r is
sue
s;
-T
ou
r th
e p
rem
ise
s to
po
ten
tial b
uye
rs;
-U
pd
ate
Se
c. 2
45
-24
6 n
otic
es
for
Pre
mie
r a
nd
OO
lab
b
ase
d o
n a
dd
itio
na
l in
form
atio
n r
ece
ive
d a
mo
un
t pa
yabl
e to
rel
ated
com
pani
es a
nd c
usto
mer
dep
osit;
ve
rify
ass
et
listin
g;
-M
ee
ting
with
Ga
ry a
nd C
hri
s re
: d
iscu
ss in
ter
com
pa
ny
rece
iva
ble
s a
nd
se
ek
sup
po
rtin
g d
eta
ils f
or
tran
sact
ion;
-
Pre
pa
re s
um
ma
ry o
f in
tan
gib
les
ass
ets
as
pe
r b
oo
ks;
-M
ain
tain
tim
e lo
g f
or
em
plo
yee
s;
-C
olle
ct in
form
atio
n (
lea
se fo
r cl
ose
d c
linic
s, c
ust
om
er
de
po
sit,
etc
.)
-G
all w
ith l
llum
iti (
SA
P c
on
sulta
nt)
re:
se
curi
ng
a
cco
un
ting
re
cord
s a
nd
un
de
rsta
nd
ing
th
e s
yste
ms;
-
Pre
pa
re in
ven
tory
su
mm
ary
by
bra
nd
fo
r C
IM
-A
tte
nd
ca
lls w
ith A
da
m,
Ga
ry a
nd J
osh
re:
re
con
cilin
g
info
rma
tion
pro
vid
ed
in
CIM
and
dis
cuss
mo
difi
catio
ns
requ
ired
; -
Mo
difi
catio
ns
to d
raft
ClM
re:
add
pre
mie
r fo
otw
ea
r in
form
atio
n,
inve
nto
ry s
um
ma
ry b
y b
ran
d,
list o
f m
ach
ine
ry a
nd
eq
uip
me
nt,
logo
, liq
uid
ato
r in
form
atio
n,
term
s a
nd
co
nd
itio
ns;
Pag
e 6
of 1
2
$250
.00
7.80
1,
950.
00
2090
4 J
an
, 2
01
9
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
Ful
ler
Land
au L
LP
Billin
g W
ork
she
et
Prim
ary
Par
tner
-C
lient
Cod
e
-E
ng
ag
em
en
t Na
me
: O
nta
rio
Ort
ho
tics
La
b I
nc.
-R
ece
ive
rsh
ip
to
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
JOS
KE
J
20
/12
/20
18
C
ontin
ued
dis
cuss
ion
with
IT
pro
vid
er
(CC
XIT
) re
. re
mot
e ac
cess
; te
leph
one
conf
eren
ce w
ith l
llum
iti (
SA
P
soft
war
e pr
ovid
er)
re.
lock
ing
and
prev
entin
g a
cce
ss
from
any
form
er e
mpl
oyee
s; r
evie
w In
tact
pol
icy
for
cove
rage
lim
its a
nd l
ocat
ions
; te
leph
one
conf
eren
ce
with
AP
Ins
uran
ce B
roke
rs (
S.B
ell)
re.
mai
ntai
ning
in
sura
nce
00
Lab
's in
sura
nce
polic
y an
d ar
rear
s in
m
onth
ly p
rem
ium
and
add
ing
Rec
eive
r as
loss
pay
ee;
draf
t let
ter t
o in
sura
nce
finan
ce c
ompa
ny a
nd n
otify
of
rece
iver
ship
se
rve
ord
er
and
req
ue
st th
at t
he
y a
dd
R
ece
ive
r as
Lo
ss p
aye
e t
o t
he p
olic
y; e
mai
l to
p
rop
ose
ctiv
e p
urc
ha
sers
with
Pre
mie
r F
oo
two
rks/
WN
C
inve
nto
ry;
revi
ew
co
rre
spo
nd
en
ce fr
om A
lex
Sh
an
g
fro
m S
ha
rpe
Sh
ap
e a
dn
dis
cuss
sa
me
with
M
.Rod
rigu
ez;
att
en
da
nce
at
Pre
mie
r F
oo
two
rks
clos
ed
clin
ics
(Ha
milt
on
, S
ton
eyc
ree
k, M
issi
ssa
ug
a lo
catio
ns)
;
20
/12
/20
18
In
itia
te c
orr
esp
on
de
nce
with
In
sura
nce
ag
en
t an
d s
en
d
cou
rt o
rder
; ca
ll w
ith l
llum
iti t
o d
iscu
ss S
AP
issu
es
-re
voke
de
-au
tho
riza
tion
; co
llect
info
rma
tion
re
late
d t
o
all
clin
ics
an
d in
ter-
com
pa
ny
tra
nsa
ctio
n f
or
rece
ivab
le;
revi
ew
lea
se f
or
insu
ran
ce r
eq
uir
em
en
t; p
rep
are
pay
roll
from
da
te o
f rec
eive
rshi
p; f
ill-i
n in
sura
nce
form
an
d
sup
po
rtin
g in
form
atio
n s
ee
k q
uo
te fo
r n
ew
insu
ran
ce;
visi
t H
OC
and
QO
C c
linic
loca
tion
to v
eri
fy s
tatu
s o
f p
rem
ise
s;
Pa
ge
7 o
f 12
$3
00
.00
8
.20
2
,46
0.0
0
$2
50
.00
8
.70
2
,17
5.0
0
210Fu
ller L
anda
u LL
P 0
4 J
an,
20
19
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -C
lien
t Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
l A
GT
A
GT
80
Gen
eral
CR
l A
GT
A
GT
80
Gen
eral
JOS
KE
J
21
/12
/20
18
R
evi
ew
pro
po
sal f
rom
Can
Am
Ap
pra
iz;
revi
ew
of
Da
nb
ury
app
rais
al;
tele
phon
e d
iscu
ssio
n w
ith J
.Ord
on;
No
tify
all l
iqu
ida
tors
of 3
rd p
art
y o
wn
ers
hip
of s
ock
in
vent
ory
and
need
to
sepa
rate
ou
t in
prop
osal
s;
Re
vie
w o
f In
tact
insu
ranc
e po
licy
and
notif
y in
sure
r o
f re
quir
ed c
ha
ng
es
to p
olic
y; d
iscu
ssio
n w
ith
M.R
odri
guez
and
S.P
elan
re.
Sha
rpe
Sha
pe s
oftw
are
and
3 d
scan
ners
and
any
lice
nsin
g ag
reem
ents
; R
evi
ew
rep
ort f
rom
Te
rtig
as
re.
foo
twe
ar
and
eq
uip
me
nt
coun
ts c
ondu
cted
at P
rem
ier/
Wa
lk N
'Co
mfo
rt c
linic
s;
tele
ph
on
e d
iscu
ssio
n w
ith J
.Ter
tigas
; R
evi
ew
of
upda
ted
NR
list
ing
from
S.P
elan
;
21
/12
/20
18
M
eetin
g w
ith G
ary
and
Jo
sh r
e: s
tatu
s o
f clin
ics,
in
sura
nce,
IT
, A
R c
olle
ctio
n, l
iqu
ida
tor p
ropo
sal,
plan
to
vaca
te c
linic
s, p
atie
nt r
ecor
ds a
nd o
the
r is
sues
; M
eetin
g w
ith G
ary
and
Chr
is r
e: i
nte
r-co
mp
an
y tr
ansa
ctio
n an
d su
ppor
ting
info
rmat
ion;
Re
vie
w A
R
sta
tem
en
t pre
pare
d b
y S
hann
on;
Mee
ting
with
Sha
nnon
re
: un
ders
tand
ing
vari
ous
AR
info
rmat
ion,
sh
ap
e s
ha
rp
sca
nn
ers
and
clin
ic s
tatu
s;· P
repa
re A
R s
um
ma
ry,
top
10 A
R,
Pys
hio
me
d b
alan
ce,
colle
ctio
n to
be
pro
cess
ed
in J
an
and
sto
p pa
ymen
t;
Pag
e 8
of 1
2
$300
.00
4.50
1,
350.
00
$250
.00
4.30
1,
075.
00
211Fu
ller
Land
au L
LP
04
Jan
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Na
me
: O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
T CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
G
ener
al
JOS
27
/12
/20
18
T
ele
ph
on
e d
iscu
ssio
n a
nd e
mai
l cor
resp
onde
nce
with
C
erid
ian
(Tra
cy S
hie
lds)
re.
cor
rect
ed T
4s
and
RO
Es;
te
lep
ho
ne
dis
cuss
ion
an
d e
ma
il co
rre
spo
nd
en
ce w
ith
po
ten
tial p
urc
ha
ser
Jim
Mill
s; D
raft
inte
rco
mp
an
y d
em
an
d le
tter
s (S
law
ner,
Axi
om
atic
Art
, an
d 42
Nia
gara
H
old
ing
s) a
nd f
orw
ard
to K
.Ka
llish
an
d G
.Ab
rah
am
son
fo
r re
view
; R
evi
ew
inte
rco
mp
an
y a
dva
nce
s le
dg
er
and
revi
ew
inte
rco
mp
an
y de
bt; f
ollo
w-u
p w
ith v
ario
us u
tiliti
es
re.
ne
w a
cco
un
ts o
pe
ne
d;
con
tinu
ed
wo
rk o
n e
mp
loye
e
WE
PP
cla
ims
and
draf
ting
em
plo
yee
WE
PP
d
ocu
me
nts
, S
ub
mis
sio
n o
f em
plo
yee
WE
PP
cla
ims
on
line
into
Se
ivic
e G
an
ad
a P
orta
l; re
spon
d to
fo
rme
r e
mp
loye
e in
quir
ies
re.
WE
PP
an
d t
ime
tab
le f
or
RO
Es;
co
mp
lete
Ca
na
da
Po
st m
ail
redi
rect
ion
28
/12
/20
18
C
on
tinu
ed
re.
WE
PP
pro
cess
ing
; fo
llow
-up
with
FC
A
Insu
ran
ce r
e. p
rici
ng o
f po
licy
an
d s
tatu
s fr
om I
nta
ct
insu
ran
ce r
e. e
xist
ing
po
licy;
re
vie
w p
olic
y a
nd
co
ord
ina
te p
aym
en
t of J
an
ua
ry p
rem
ium
; co
ntin
ue
d
follo
w-u
p w
ith C
erid
ian
tele
ph
on
e d
iscu
ssio
n a
nd e
ma
il co
rre
spo
nd
en
ce w
ith C
erid
ian
(Tra
cy S
hie
lds)
re.
co
rrec
ted
T 4
s an
d R
OE
s; t
ele
ph
on
e d
iscu
ssio
n a
nd
e
ma
il co
rre
spo
nd
en
ce w
ith p
ote
ntia
l pu
rch
ase
r Ji
m
Mill
s; F
inal
ize
inte
rco
mp
an
y d
em
an
d le
tte
rs (
Sla
wr1
er,
Axi
om
atic
Art
, an
d 4
2 N
iag
ara
Ho
ldin
gs)
an
d f
orw
ard
to
K.K
allis
h an
d G
.Ab
rah
am
son
fo
r re
view
; co
ntin
ue
d w
ork
on
em
plo
yee
WE
PP
; W
EP
P p
roce
ssin
g;
tele
ph
on
e
dis
cuss
ion
with
pro
spe
ctiv
e p
urc
ha
sers
(A
.Ch
an
an
d
Dr.
Ta
bri
zi)
Pa
ge
9 o
f 12
$3
00
.00
6.
40
1,9
20
.00
$300
.00
4.50
1,
350.
00
212F
ulle
r La
ndau
LLP
04
Jan
, 20
19
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
to
O
ntar
io O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
{GF
A)
CR
I A
GT
A
GT
80
Gen
eral
CR
I C
PR
C
PR
80
Gen
eral
CR
I C
PR
C
PR
80
Gen
eral
CR
I C
PR
C
PR
B0
Gen
eral
CR
I C
PR
C
PR
80
Gen
eral
CR
I C
PR
C
PR
80
Gen
eral
CR
I C
PR
C
PR
80
Gen
eral
CR
I C
PR
C
PR
B0
Gen
eral
KE
J
GF
A
GF
A
GF
A
GF
A
GF
A
GF
A
GF
A
28/1
2/20
18
Dra
ft ke
y ac
cess
lett
er fo
r em
ploy
ees,
pro
pert
y m
an
ag
er
and
liqui
dato
r; f
ile W
EP
PA
info
rma
tion
on
o
nlin
e p
orta
l fo
r e
mp
loye
es;
co
nn
ect
with
CC
XIT
team
to
res
olve
th
e is
sue
; co
nta
ct B
ell
Ca
na
da
re:
co
ntin
uatio
n o
f pa
rt s
ervi
ces
-ca
ll an
d se
nd e
mai
l fo
r in
stru
ctio
ns;
AG
TT
ota
ls:
10
/12
/20
18
R
ece
ive
rsh
ip p
lan
nin
g w
ith J
osh
; m
ulti
ple
ca
lls w
ith
AB
+P
G;c
all
with
Wa
yne
and
Ren
ee;
call
with
Je
nn
ifer
Sta
m r
e:is
sues
-pay
roll,
ope
ratio
ns.
17
/12
/20
18
R
evi
ew
BD
O s
tate
me
nts
an
d e
ma
il to
Bia
nca;
mu
ltip
le
em
ails
with
Co
dy
at
For
war
d M
otio
n; N
OA
do
c; p
rep
fo
r T
OG
me
etin
g.
18
/12
/20
18
C
alls
with
Pe
ter
re:f
ile u
pdat
e; c
alls
with
Ke
n K
allis
h re
:file
; ca
ll w
ith D
avid
Sa
t E
Y r
e:f
un
ds
tran
sfer
; ca
ll w
ith
Pie
rre
Da
lco
urt
re:in
tere
st;
me
et A
nd
rew
re:p
rem
ise
s a
nd
ba
ckg
rou
nd
; e
ma
ils w
ith C
od
y re
:FM
in
ven
tory
an
d
prod
uctio
n st
atu
s; m
ee
t Jo
sh K
eyu
r re
:all
on
go
ing
m
att
ers
; m
ee
t C
hris
re
:acc
ou
ntin
g m
att
ers
19
/12
/20
18
R
evi
ew
va
rio
us
vers
ion
s o
f CIM
an
d d
iscu
ss w
ith
JS/K
J/A
E;
atte
nd t
o m
ee
t Sh
an
no
n a
nd
Ch
ris
re:N
R,
lnte
rco
mp
an
y in
form
atio
n;
calls
with
Pet
er;
follo
w u
p w
ith B
OO
and
EY
20
/12
/20
18
E
ma
il an
d ca
ll w
ith B
OO
re:
reco
rds;
cal
l w
ith F
M
re:p
roce
ss a
nd s
tatu
s; c
all w
ith T
OG
re
:pro
cess
and
of
fer;
cal
l w
ith J
osh
and
KJ
re:o
ngoi
ng i
ssu
es
and
ass
et
reco
veri
es.
Cal
l with
Ste
ve r
e:E
Y fu
nd
s
21
/12
/20
18
A
tte
nd
to
me
et J
osh
and
Ke
yur
on a
ll is
sue
s; r
evi
ew
in
ter
com
pa
ny
air
sta
tus
an
d a
ir s
tatu
s; u
pd
ate
re
:sa
le
pro
cess
22
/12
/20
18
R
evi
ew
Da
nb
ury
ap
pra
isa
l an
d e
mai
l; e
ma
il Jo
sh
re:s
ame;
re
vie
w R
ory
C le
tte
r pro
po
sal;
resp
ond
to
grou
p; r
evi
ew
Sla
wn
er
i/co
air
an
d e
ma
il W
ayn
e r
e:F
S.
$250
.00
$500
.00
$500
.00
$500
.00
$500
.00
$500
.00
$500
.00
$500
.00
3.50
117.
20
3.10
1.20
4.60
4.10
1.80
2.30
1.00
Pa
ge
10
of 1
2
875.
00
32,3
75.0
0
1,55
0.00
600.
00
2,30
0.00
2,05
0.00
900.
00
1,15
0.00
500.
00
213F
ulle
r La
ndau
LLP
0
4 J
an,
20
19
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r-C
lien
t Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
18-1
2-31
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CR
I R
EC
R
EC
80
Gen
eral
M
LN
CR
I R
EC
R
EC
80
Gen
eral
G
FA
CP
R T
ota
ls:
06/1
2/20
18
Cal
l with
EY
re:
OO
NO
i pr
ocee
ding
s; e
mai
l to
RB
C;
revi
ew
rec
eive
rshi
p a
ffid
avi
t an
d d
raft
ord
er;
dis
cuss
w
ith A
B.
08/1
2/20
18
Rev
iew
of f
iles
and
plan
re:
day
1 is
sues
; in
tern
et
rese
arch
re:
loca
tions
.
11
/12
/20
18
R
evi
ew
ma
teri
als
and
cas
h flo
ws
from
co
mp
an
y; r
evi
ew
31
/10
f/s
and
inte
r co
mp
an
y sc
he
du
le t
o r
eco
nci
le t
o f
/s;
mu
ltip
le c
alls
with
PG
; e
ma
il to
co
mp
an
y re
:qu
eri
es
an
d
revi
ew
par
tial r
espo
nse;
re
vie
w c
orr
esp
on
de
nce
to
Jen
nife
r S
tam
and
cal
l re
:ch
an
ge
s; d
iscu
ss M
ed
ic
ba
nkr
up
tcy
an
d i
nte
r co
mp
an
y de
bt;
me
et J
osh
re
:site
vi
sits
an
d p
lan
12
/12
/20
18
R
evi
ew
issu
es
an
d p
rep
are
pla
nnin
g m
em
o;
me
et
Ke
yur
an
d J
osh
re:
plan
ning
; ca
lls w
ith P
ete
r re
:sta
tus;
e
ma
il to
A+
B r
e:le
tte
r to
GS
NH
; e
ma
il to
Wa
yne
re
:pot
entia
l p
urc
ha
sers
13/1
2/20
18
Atte
nd a
t OO
LAB
; m
ee
t Way
ne.
tou
r fac
ility
. M
eet D
SI;
revi
ew
da
y o
ne
issu
es
base
d o
n W
ayn
e m
ee
ting
; a
rra
ng
e F
rid
ay
mee
ting.
Dis
cuss
pro
du
ctio
n
issu
es/
secu
rity
/AIR
an
d in
vent
ory.
Dis
cuss
Clin
ic
loca
tion
s is
sue
s.
13
/12
/20
18
R
eq
ue
st to
op
en
ba
nk
acc
ou
nt;
no
tifyi
ng
se
curi
ty
com
pa
ny
of r
ecei
vers
hip,
re
qu
ire
me
nt f
or
ongo
ing
serv
ice
s; v
ari
ou
s em
ails
; O
SB
14
/12
/20
18
A
tte
nd
to
me
et f
orm
er
em
plo
yee
s; d
iscu
ss is
sue
s;
bre
ak
ou
t me
etin
gs
re:a
ssis
tan
ce;
dis
cuss
op
po
rtu
nity
w
ith S
ia.
Re
vie
w in
ven
tory
issu
es,
pro
duct
ion
issu
es;
e
ma
il D
avid
Sa
lda
hn
a r
e:$
48
,00
0 o
f fu
nd
s re
mo
ved
; re
vie
w a
cco
un
ting
issu
es
with
Chr
is;
calls
with
42
N
iag
ara
land
lord
, T
OG
an
d F
orw
ard
Mot
ion
re:a
cqu
isiti
on
in
tere
st a
nd
pro
duct
ion
sta
tus
at
For
war
d M
otio
n; u
pd
ate
fro
m jo
sh/K
eyu
r re
:IT,
cust
om
er
list a
nd
rece
ivab
les.
$500
.00
$500
.00
$500
.00
$500
.00
$500
.00
$235
.00
$500
.00
18.1
0
1.00
1.50
3.60
2.60
5.00
2.20
3.50
Pa
ge
11
of 1
2
9,05
0.00
500.
00
750.
00
1.80
0.00
1.30
0.00
2,50
0.00
517.
00
1.75
0.00
214F
ulle
r La
ndau
LLP
04
Jan
, 2
01
9
Pag
e 1
2 o
f 12
B
illin
g W
ork
shee
t
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2018
-12-
31
-E
ng
ag
em
en
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I R
EC
R
EC
80
Gen
eral
M
LN
14/1
2/20
18
Var
ious
em
ails
; co
nfirm
ban
k ac
coun
t ope
n; W
EP
P
$235
.00
2.40
56
4.00
C
RI
RE
C
RE
C80
G
ener
al
GF
A
15/1
2/20
18
M
eet J
osh
and
Key
ur re
:all
file
issu
es a
nd d
iscu
ss
$500
.00
3.00
1,
500.
00
prog
ram
fo
r M
onda
y; e
mai
l TO
G a
nd la
ndlo
rd;
emai
l P
ierr
e re
:sal
e pr
oces
s; c
all w
ith P
hysi
omed
. E
mai
l F
orw
ard
Mot
ion
resp
ondi
ng t
o is
sues
in e
mai
l fro
m
Cod
y o
f 14/
12.
CR
I R
EC
R
EC
80
Gen
eral
M
LN
17/1
2/20
18
Var
ious
em
ails
re
: lea
ses,
ban
king
$2
35.0
0 0.
70
164.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
18/1
2/20
18
Fin
aliz
e 24
5/24
6; s
end
to E
& Y
; no
tify
OS
B o
f $2
35.0
0 2.
10
493
.50
rece
iver
ship
; var
ious
ban
king
; W
EP
P;
revi
ew v
ario
us
mat
ters
with
JS
CR
I R
EC
R
EC
80
Gen
eral
A
ME
19
/12/
2018
R
evie
win
g C
IM a
nd f
inal
izin
g sa
me
$3
85.0
0 2.
30
885.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
19/1
2/20
18
245/
246
-P
rem
ier
$235
.00
0.65
15
2.75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
19/1
2/20
18
Con
firm
Mon
eris
dep
osits
; fo
llow
up
OS
B r
e: e
sta
te#
$2
35.0
0 0.
90
211.
50
for
WE
PP
; va
rious
em
ails
and
ban
king
CR
I R
EC
R
EC
80
Gen
eral
M
LN
20/1
2/20
18
Fin
aliz
e 24
5/24
6; O
SB
em
ails
-P
rem
ier
$235
.00
0.45
10
5.75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
20
/12/
2018
F
ollo
w u
p O
SB
re:
est
ate
no; o
pen
WE
PP
acc
ount
$2
35.0
0 2.
40
564.
00
onlin
e; t
rans
fer o
f Mon
eris
fund
s to
tru
st a
ccou
nt;
issu
e pa
yrol
l che
ques
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/1
2/20
18
AIR
dep
osits
; va
rious
ban
king
$2
35.0
0 0.
90
211.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/1
2/20
18
OS
B;
conf
irm e
stat
e no
; ope
n W
EP
P a
ccou
nt;
open
$2
35.0
0 1.
25
293.
75
bank
acc
ount
-P
rem
ier
RE
C T
ota
ls:
36.4
5 14
,263
.75
On
tari
o O
rth
oti
cs L
ab
Inc.
-R
ecei
vers
hip
17
1.75
55
,688
.75
Em
plo
yee
Su
mm
ary
A
brah
amso
n G
, G
ary
(GF
A)
38.3
0 19
,150
.00
Erli
ch,
Ada
m
(AM
E)
2.30
88
5.50
Ja
riwal
a, K
eyur
(K
EJ)
55
.70
13,9
25.0
0 N
iva,
Min
na
(MLN
) 13
.95
3,27
8.25
S
amso
n, J
oshu
a (J
OS
) 61
.50
18,4
50.0
0 T
ota
l N
et W
ip
171.
75
55,6
88.7
5
WIP
P
rog
ress
N
etW
IP
Pri
mar
y P
artn
er A
bra
ham
son
G,
Ga
ry T
ota
ls:
$55,
688
.75
$0.0
0 $5
5,68
8.75
WIP
P
rog
ress
N
etW
IP
Gra
nd
Tot
als
: $5
5,68
8.75
$0
.00
$55,
688.
75
215I!-... THE FULLER
~ ) LANDAU GROUP1NC
January 31, 2019
Ontario Orthotics Lab Inc. c/o The Fuller Landau Group Inc. in its capacity as Court Appointed Receiver 151 Bloor Street West, 12th Floor Toronto, ON M5S 1 S4
Attention: Gary Abrahamson
INVOICE
TO PROFESSIONAL SERVICES RENDERED:
Invoice No. 132563
Client No. 1308124:02 GFA
With respect to our appointment as Court Appointed Receiver of Ontario Orthotic Lab Inc. and Premier Footworks Inc. for the period January 1, 2019 to January 31, 2019 including:
• Responding to and facilitating due diligence requests by prospective purchasers including site attendances at plant and clinics;
• Review of offers from prospective purchasers and liquidators; • Collecting outstanding Accounts Receivables (A/R) including drafting and circulating A/R collection
letters with supporting statements; • Numerous A/R collection calls with Ontario Orthotic Lab customers; • Responding to Moneris re. customer credit card chargebacks/disputes and providing requested
supporting documentation; • Discussions and meetings with the Landlords of the Premises; • Negotiating and entering into an auction agreement with Danbury Global Services; • Attending on various telephone calls with Jonathan Ordon from Danbury regard ing the fixed asset
auction; • Negotiating and finalizing terms of Intellectual Property purchase and sale agreement with Factory
Shoe; • Closing of the Intellectual Property purchase and sale agreement with Factory Shoe; • Review secured claims re. leased equipment, rented equipment, process release letters and
facilitate return of leased/rented items to creditors; • Review and responding to numerous customers seeking return of product; • Reporting to RBC and Aird & Berlis LLP; • WEPP processing, T4 and ROE processing for employees; and • Generally, all other matters relating to the above not specifically detailed herein.
OUR STANDARD FEE
G. Abrahamson - 6.60 hrs. @ $500.00/hr. K. Pearl - 0.60 hr. @ $495.00/hr. J. Samson - 52.50 hrs.@ $315.00/hr. K. Jariwala - 68.80 hrs. @ $265.00/hr. M. Niva- 34.10 hrs.@ $245.00/hr. S. Murphy - 2.50 hrs. @ $100.00/hr.
Please remit to: THE FULLER LANDAU GROUP INC. Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4 Toronto, Hamilton
. .. turn over for page 2
Tel : (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
216
Ontario Orthotics Lab Inc. January 31, 2019 Page 2
Our fee ................. .. .......... ......... ... .. .. .... ............. ... ..... ... ... ......... ........ .. ........ .. ............. . $ 46,971.00
Disbursements....... .. ...... .. .... ........ .. ...... .... ....... ...... .. .... .. .. .......................... ... .......... .. . 4,307.00 --- -----
Subtotal ... .. ..... .... ..... ........ .. .... . .. ... .. ........... .. .. ............... ... .. ... ... .... ... ... ............... ..... .... . 51 ,278.00
HST . .. .. ... ... .. .. ... .... .. ... ... .. ..... .. . ... ... .. . ...... ..... ... .. .. . ..... ... .. .. . ... .... .. . . .......... .. . ... . .... ...... ..... 6,666.14 - ------'--- -
BALANCE DUE .. .. ............. ..... ............... ... .... .. ......... ...... ... ...... .. ...... .. ............. .......... .. $ 57,944.14 ========
Note:
Disbursements= CCXIT Computer Services, HostDime.com Inc. and courier charge
HST Registration No. R 130795669
Payment is due on receipt of account. Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Cardholders Name:
Credit Card Type:
Credit Card Number:
Si nature:
Please remit to: THE FULLER LANDAU GROUP INC. Accts Receivable 151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4
□ Visa □ MasterCard
Toronto, Hamilton
CVD:
Expiration Date:
Date:
Tel: (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
2170
5 F
eb,
2019
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
Ful
ler
Land
au L
LP
Bill
ing
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
-E
ngag
emen
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, Gar
y (G
FA
)
Mas
ter C
lien
t: 1
30
81
24
-On
tario
Ort
hotic
s La
b In
c.
1308
124:
02 -
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
-G
FA
WIP
M
emo
Ret
ain
er B
alan
ce
0.00
W
IP
51,2
78.0
0
---
Clie
nt
All
Oth
er R
ecov
erab
le E
xpen
ses
GF
A
02/0
1/20
19
Dec
14,
201
8 -
CC
XIT
Com
pute
r S
ervi
ces
-D
ecem
ber
2018
and
Jan
uary
201
9 -
Ser
ver
Mon
itorin
g, M
icro
soft
O
ffic
e 36
5 Li
cens
es, A
nti-M
alw
are
& B
DR
Ser
ver
Clie
nt
Clie
nt
Cou
rier
s B
LIZ
ZA
RD
CO
UR
IER
10
/01/
2019
S
hip
Dat
e: D
ecem
ber
21
All
Oth
er
Rec
over
able
Exp
ense
s K
EJ
AD
M
BIL
B
IL70
S
ecre
taria
l tim
e -
othe
r
AD
M
BIL
B
IL70
S
ecre
taria
l tim
e -
othe
r
CR
I A
GT
A
GT
69
Sal
e o
f ass
ets
CR
I A
GT
A
GT
80
G
ener
al
SO
M
SO
M
KLP
JOS
16/0
1/20
19
Hos
tDim
e.co
m,
Inc.
IN
VO
ICE
253
3324
US
$215
P
aym
ent f
or
Jan
2019
to k
eep
the
host
dim
e se
rver
ac
tive
-N
o H
ST
on
the
invo
ice.
A
mou
nt a
ctua
lly p
aid
in C
A$2
93.0
3
Cli
ent T
ota
ls:
03/0
1/20
19
OO
LI -
labe
ls f
or
and
mai
l R
OE
s; m
ail T
4s
04/0
1/20
19
Pre
mie
re F
ootw
ear
-la
bels
fo
r and
mai
l R
OE
s; m
ail
BIL
To
tals
:
24/0
1/20
19
D/w
Jos
h S
amso
n re
: det
ails
of s
ale;
sig
n cl
osin
g do
cum
ents
;
02/0
1/20
19
2nd
mee
ting
with
pro
spec
tive
purc
hase
r A
aron
Tra
n O
rtho
geni
c La
bora
torie
s al
ong
with
par
tner
s M
iche
le
Pet
ers
and
Ste
ve R
adoj
a; a
nsw
er q
uest
ions
and
co
mpl
ete
tour
of p
lant
; co
ordi
nate
a c
onfe
renc
e ca
ll w
ith
Ort
hoge
nic
and
00
Lab
key
em
ploy
ees
Mar
co
Rod
rigue
z to
fac
ilita
te d
ue
dili
genc
e re
ques
ts;
faci
litat
e ad
ditio
nal d
ue
dili
genc
e b
y H
ealth
Gea
r Ja
me
s M
ills
and
forw
ard
requ
este
d fin
anci
al s
tate
men
ts;
faci
litat
e du
e di
ligen
ce b
y pr
ospe
ctiv
e pu
rcha
ser T
CN
Kim
Wei
in
clud
ing
list o
f clin
ic a
sset
s; R
evie
w tr
adem
ark
dis
pute
le
tter
from
Vog
ue S
hoes
Inc.
for
war
d to
Gar
y; m
eetin
g w
ith p
rope
rty
ma
na
ge
r Ada
m L
aw
and
Mik
e o
f Poc
rnic
R
ealty
Adv
isor
s In
c. p
rovi
de k
eys
and
inst
ruct
ions
to
wal
k th
roug
h tw
ice
a w
eek
and
secu
re b
ack
gate
; R
evie
w W
EP
P s
tatu
s w
ith K
eyur
and
Min
na
Pro
gre
ss
0.00
Rat
e
$0.0
0
$0.0
0
$0.0
0
$100
.00
$100
.00
$495
.00
$315
.00
Ne
tWIP
51
,278
.00
Ho
urs
1.25
1.25
2.
50
0.60
3.60
Pag
e 1
of 1
8
AR
Bal
ance
64
,380
.39
Am
ou
nt
4,00
2.0
0
12.0
0
293.
00
4,30
7.00
125.
00
125.
00
250.
00
297.
00
1,13
4.00
218Fu
ller
Land
au L
LP
05
Feb
, 20
19
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r-C
lien
t Co
de
F
ilte
rs U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
KE
J
JOS
02/0
1/20
19
PFI
-p
rep
are
WE
PP
info
rma
tion
, fil
e W
EP
P in
form
atio
n
onlin
e, d
raft
pro
of o
f cla
im f
orm
s an
d em
ail
WE
PP
p
ack
ag
e to
em
plo
yee
s; e
ma
il to
CC
XIT
re:
acc
ess
to
V
PN
; m
ee
ting
with
Pro
spe
ctiv
e b
uye
r,
reso
lve
qu
eri
es;
p
rin
t a
cce
ss le
tter
for
prop
erty
ma
na
ge
r an
d e
mp
loye
es
to h
an
d o
ver
acc
ess
co
de
an
d k
eys;
dis
cuss
HS
T
refu
nd i
ssue
s w
it C
hris
and
Lis
a; C
on
tact
CR
A to
re
sch
ed
ule
aud
it; d
iscu
ss v
.rith
Ch
ris
re:
Fin
anci
al
sta
tem
en
t fo
r O
Ola
b an
d P
FI
for
pote
ntia
l buy
er,
ma
inta
in t
ime
fo
r e
mp
loye
es;
03
/01
/20
19
R
evi
ew
fina
l H
ST
filin
gs/
retu
rns
from
E.M
oss
; d
raft
le
tte
r to
all
Pre
mie
r F
oo
two
rks
lan
dlo
rds
ad
visi
ng
of
Re
ceiv
ers
hip
an
d t
ha
t C
om
pa
ny
ab
an
do
ne
d t
he
P
rem
ise
s p
rio
r to
ap
po
intm
en
t; c
all w
ith G
.Ab
rah
am
son
re
. st
atu
s a
nd
str
ate
gy
and
pla
nn
ing
; re
vie
w
corr
esp
on
de
nce
fro
m l
eg
al c
ou
nse
l re
pre
sen
ting
Vo
gu
e
Sh
oe
s re
. tr
ad
em
ark
dis
pu
te w
ith P
rem
ier
Fo
otw
ork
s/W
alk
N'C
om
fort
tra
de
na
me
and
tra
de
ma
rks;
fo
rwa
rd t
o K
.Ka
llish
; re
vie
w y
ea
r en
d p
ack
ag
e fr
om
Ce
rid
ian
an
d in
stru
ctio
ns
to S
ha
rry/
Ke
yur
to m
ail
to a
ll e
mp
loye
es;
te
lep
ho
ne
dis
cuss
ion
with
A.C
olu
ccio
FC
A
insu
ran
ce B
roke
rs r
e. p
rici
ng
an
d c
ove
rag
e le
vel r
e.
polic
y; f
orw
ard
ND
A a
gre
em
en
t to
pro
spe
ctiv
e
pu
rch
ase
r Ja
red
Kh
alli
sh o
f Fir
eP
ow
er
Ca
pita
l; S
.Pe
lan
re
. N
R c
olle
ctio
n f
or
foo
twe
ar
retu
rne
d t
o B
lun
dst
on
e
an
d r
evi
ew
of d
eta
ils;
Pag
e 2
of 1
8
$265
.00
5.70
1,
510.
50
$315
.00
3.20
1,
008.
00
219Fu
ller L
anda
u LL
P 0
5 F
eb
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilter
s U
sed:
-
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
En
ga
ge
me
nt
Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
KE
J
JOS
KE
J
03/0
1/20
19
Rec
onci
le p
endi
ng A
R c
olle
ctib
le a
nd d
raft
lette
rs f
or
colle
ctin
g r
ece
iva
ble
s fo
r 2
17
cu
sto
me
rs;
resp
on
d t
o
cre
dito
r's
en
qu
iry
for
pro
of o
f cla
im;
follo
w u
p w
ith C
hri
s a
nd
ob
tain
Sla
wn
er
acc
ou
nt
in b
oo
ks o
f pre
mie
r, s
can
a
nd
sto
re e
mp
loye
r co
py
of R
OE
an
d T
4's
in O
RC
pd
f fo
rma
t fo
r fu
rth
er
reco
rd ;
re
vie
w le
tte
r fro
m J
SC
WM
LL
P;
coo
rdin
ate
with
IT
to s
et-
up
VP
N f
or
acc
ess
to
O
OL
ab
's n
etw
ork
; fo
llow
up
with
Ch
ris
for
fina
nci
al
sta
tem
en
t and
sen
d to
pot
entia
l bu
yer;
cha
nge
em
plo
yee
ad
dre
ss b
ase
d o
n ·e
ma
il a
nd
ca
lls f
or
furt
he
r co
rres
pond
ence
; co
mpi
le e
mpl
oyee
add
ress
and
co
ordi
nate
with
Sha
rry
to d
ispa
tch
RO
E a
nd T
4's;
pr
epar
e st
ate
me
nt o
f est
imat
ed e
xpen
se;
04/0
1/20
19
Pre
mie
r F
ootw
orks
lnc.
-m
eetin
g w
ith D
r. A
li T
abriz
i at
Wal
k'N
Co
mfo
rt R
ichm
ond
Hill
clin
ic,
an
swe
r qu
estio
ns
re.
sale
s pr
oces
s an
d fo
rm o
f offe
r, r
eque
sts
for
info
rmat
ion
pert
aini
ng t
o le
ases
and
key
em
ploy
ees;
in
spe
ct p
rem
ises
; co
ordi
nate
a c
onfe
renc
e ca
ll w
ith
form
er
empl
oyee
s S
teph
anie
Cor
reia
, D
r. C
alvi
n C
hui
and
Dr.
Tab
rizi a
s pa
rt o
f du
e d
ilige
nce;
Sha
nnon
Pel
an
re.
Blu
ndst
one
refu
nd;
tele
phon
e di
scus
sion
with
pr
ospe
ctiv
e p
urc
ha
ser H
ealth
Cas
a M
ike
Gas
par
and
coor
dina
te m
eetin
g fo
r M
onda
y; fo
rwar
d C
IM to
Mik
e G
asp
ar
of H
ealth
Cas
a; e
mai
l cor
resp
onde
nce
to P
ierr
e D
elac
ourt
, N
ovoH
ealth
net r
e. s
ales
pro
cess
;
04/0
1/20
19
Dra
ft le
tte
r fo
r cl
osed
clin
ics
land
lord
and
ope
ratio
nal
stor
age
unit;
cal
l T
eksy
stem
gro
up a
nd A
DT
re:
find
alar
m m
onito
ring
com
pa
ny
for
Ric
hmon
d H
ill c
linic
; em
ail C
hris
re:
mis
sing
OO
Lab
YT
D in
com
e s
tate
men
t,
Vau
ghan
orig
inal
lea
se;
prov
ide
mis
sing
T4'
s fo
r 3
PF
I em
ploy
ees
to S
harr
y; c
oord
inat
e w
ith C
CX
IT a
nd
inte
rnal
IT
team
to
ge
t acc
ess
to V
PN
and
SA
P;
Pa
ge
3 o
f 18
$265
.00
7.80
2.
067.
00
$315
.00
2.80
88
2.00
$265
.00
2.40
63
6.00
220Fu
ller L
anda
u LL
P 05
Feb
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r-C
lien
t C
od
e
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s L
ab
Inc
. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
JOS
KE
J
07/0
1/20
19
Mee
ting
with
pro
spec
tive
purc
hase
r H
ealth
Cas
a, M
ike
Gas
par
and
Kar
en K
lein
at 4
2 N
iaga
ra S
t, to
ur
of p
lant
an
d a
nsw
er
quer
ies
re.
Pre
mie
r F
ootw
orks
cu
sto
me
r lis
t(s)
; m
eetin
g w
ith F
orw
ard
Mot
ion
rep
Mik
e M
cNei
l re
. p
lan
t to
ur
and
insp
ect
ion
of e
qu
ipm
en
t; C
WB
Na
tion
al
Leas
ing
-re
lea
se l
ett
er
dra
fte
d a
nd s
ent;
me
etin
g w
ith
G.A
bra
ha
mso
n,
M.N
iva,
an
d K
.Jar
iwal
a; d
raft
co
rre
spo
nd
en
ce t
o p
rosp
ect
ive
pu
rch
ase
r an
d o
bta
in
requ
este
d d
ue
dili
ge
nce
do
cum
en
ts a
nd r
eco
rds
for
He
alth
Ca
sa M
ike
Ga
spa
r re
. cu
sto
me
r lis
t an
d
bre
akd
ow
n o
f act
ive
cu
sto
me
rs
07
/01
/20
19
C
on
tact
AD
T C
an
ad
a I
nc.
(ala
rm m
on
itori
ng
co
mp
an
y fo
r R
ich
mo
nd
Hill
clin
ic)
re:
cha
ng
e o
f au
tho
rise
d
pers
on a
nd i
nvo
ice
de
tails
-se
vera
l ca
lls a
nd
em
ails
; p
rep
are
pay
roll
and
mai
l M
inna
fo
r pr
epar
ing
cheq
ues;
co
ord
ina
te w
ith C
CX
IT r
e: f
urt
he
r is
sue
s to
pre
seiv
e I
T
infr
ast
ruct
ure
and
sch
ed
ule
a c
all;
em
ail
Chr
is r
e: Q
OC
cu
sto
me
r lis
ting
an
d s
ale
s re
gis
ter
for
all l
ocat
ion
for
20
17
an
d 2
018;
ch
eq
ue
ma
ils a
nd
tra
ck A
R r
ecei
ved;
Pag
e 4
of 1
8
$315
,00
4.40
1,
386.
00
$2
65
,00
2
.80
74
2.00
22105
Feb
, 20
19
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
Ful
ler
Land
au L
LP
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
-E
ng
ag
em
en
t Na
me
: O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
JDS
KE
J
08
/01
/20
19
C
all w
ith K
.Jar
iwal
a an
d Je
ff a
t CC
XlT
; pr
ospe
ctiv
e pu
rcha
ser
Bra
nd F
elt (
Jack
Bra
nd)
resp
ond
to r
eque
st
to v
iew
ass
ets
and
eq
uip
me
nt
bu
t n
ot p
rep
are
d t
o
exec
ute
ND
A;
revi
ew
and
res
pond
to
corr
espo
nden
ce
from
Gu
err
ett
e/W
ayb
ran
dt C
hir
op
ract
ic s
ee
kin
g r
etur
n o
f cu
sto
me
r ite
ms
(sho
es/o
rtho
tics/
inso
les
and
foam
ca
sts)
. re
vie
w w
ith M
.Ro
dri
gu
ez
an
d s
eg
reg
ate
ite
ms;
te
leph
one
dis
cuss
ion
with
uns
ecur
ed c
red
itor
Gra
em
e
Wh
ite
/Fa
cto
iy S
ho
e,
dis
cuss
Re
ceiv
er'
s sa
les
pro
cess
an
d p
rovi
de
NO
A a
nd w
ould
ne
ed
to
co
mp
lete
du
e
dili
ge
nce
with
in 2
4-4
8 h
ou
rs;
faci
lita
te d
ue
dili
ge
nce
re
qu
est
from
He
alth
Ga
sa c
om
pili
ng
da
ta p
ert
ain
ing
to
#
of c
linic
pa
tie
nts
/cu
sto
me
rs
08
/01
/20
19
T
ea
m m
ee
ting
re:
Est
ima
te r
ealiz
atio
n (f
rom
in
ven
tory
&
ass
ets
, IP
, In
ter-
co r
ece
iva
ble
an
d a
cco
un
t re
ceiv
ab
le),
st
atu
s o
f sa
les
pro
cess
, o
ut o
f po
cke
t exp
en
ses,
WE
PP
cl
aim
s; G
all w
ith C
CX
IT r
e: d
iscu
ss v
ari
ou
s IT
re
late
d
issu
es
(acc
ess
file
se
rve
r th
rou
gh
VP
N a
nd s
ecu
rin
g &
p
rese
rvin
g I
T in
fra
stru
ctu
re);
A
tte
nd
ca
lls f
rom
cu
sto
me
r fo
r se
eki
ng
ret
urn
of t
he
ir p
rod
uct
s;
tra
ckin
g
AR
co
llect
ed
; se
ek
sale
s re
gis
ter f
or
PF
I o
f la
st 2
ye
ars
, p
rep
are
un
iqu
e c
ust
om
er
list a
nd
an
aly
se c
ust
om
er
list
to f
ind
ou
t act
ive
an
d in
act
ive
cu
sto
me
rs,
dis
cuss
th
e
an
aly
sis
with
Jo
sh -
send
it t
o p
rosp
ect
ive
bu
yer,
Pa
ge
5o
f18
$315
.00
1.20
37
8.00
$265
.00
4.75
1,
258.
75
222Fu
ller L
anda
u LL
P 0
5 F
eb
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
artn
er -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ngag
emen
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
JOS
KE
J
JOS
09
/01
/20
19
A
tte
nd
an
ce a
t 42
Nia
ga
ra S
t.,
Ha
milt
on
fo
r m
ee
ting
with
p
rosp
ect
ive
pu
rch
ase
r G
rae
me
Wh
ite
of
Fa
cto
ry S
ho
e ;
an
swe
r q
ue
stio
ns
re.
vari
ou
s pa
rcel
of a
sse
ts a
s lis
ted
in
th
e R
ece
ive
r's C
IM d
ocu
me
nt/
pro
cess
an
d b
id
de
ad
line
issu
e o
f de
live
ry o
f off
er f
ollo
win
g t
he
bid
de
adlin
e; f
aci
lita
te a
dditi
onal
du
e d
ilig
en
ce r
eq
ue
sts
incl
ud
ing
req
uest
ed f
inan
cial
sta
tem
en
ts a
nd
co
ord
ina
ting
a c
on
fere
nce
cal
l with
ke
y e
mp
loye
es;
m
ee
ting
with
S.P
ela
n r
e. p
ay
for
pro
cess
ing
AIR
on
Jan
2,
20
19
; re
vie
w a
uctio
n pr
opos
als
from
liq
uida
tors
; re
vie
w a
ll of
fers
from
pro
spec
tive
purc
hase
rs a
nd
prep
are
sum
ma
ry s
pre
ad
she
et a
nd u
pd
ate
ER
V;
09
/01
/20
19
F
ollo
w u
p to
gai
n a
cce
ss to
file
se
rve
r vi
a V
PN
, co
nn
ect
to
file
se
rve
r an
d se
nd q
ue
ry to
res
olve
per
mis
sion
is
sues
; at
tend
cal
ls fr
om c
ust
om
er
for s
ee
kin
g r
etur
n o
f th
eir
pro
duct
s; t
rack
ing
AR
; R
BC
cre
dit
card
re
vie
w a
nd
info
rm C
hris
to
sto
p u
sing
the
vis
a ca
rd;
dis
cuss
th
e
vari
ous
prop
osal
of l
iqui
dato
r;
10
/01
/20
19
M
eetin
g w
ith K
.Jar
iwal
a an
d G
.Ab
rah
am
son
re.
up
da
te
ER
V c
alcu
latio
n an
d su
mm
ary
of o
ffer
s an
d e
stim
ate
d
ne
t pro
ceed
s; t
ele
ph
on
e d
iscu
ssio
n w
ith 4
2 N
iaga
ra
land
lord
Pau
l An
dre
w S
mith
dis
cuss
ion
re.
time
fra
me
o
n R
ecei
ver's
occ
upat
ion
and
wh
eth
er
he
is p
repa
red
to
ente
rtai
n p
urc
ha
ser
on a
ne
w le
ase
or
ass
ign
me
nt
of
exis
ting
leas
e;
tele
ph
on
e d
iscu
ssio
n an
d em
ail
corr
espo
nden
ce w
ith p
rosp
ect
ive
pu
rch
ase
r G
ram
e
Wh
ite
th
at
land
lord
will
no
t be
prep
ared
to
ass
ign
leas
e o
r e
nte
r in
to a
ne
w le
ase
with
a p
urch
aser
;
Pa
ge
6 o
f 18
$315
.00
4.20
1.
323.
00
$265
.00
1.75
46
3.75
$315
.00
1.50
47
2.50
223F
ulle
r La
ndau
LLP
05
Feb
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s La
b In
c. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
en
era
l
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
KE
J
JOS
KE
J
10/0
1/20
19
Rev
ise
ER
V a
nd d
/w G
ary
and
Josh
; ca
ll C
RA
re:
p
rop
ose
d G
ST
/HS
T a
ud
it fo
r P
FI:
call
and
em
ail
alar
m
mo
nito
rin
g c
om
pa
ny
re:
glob
al a
rmin
g f
un
ctio
n a
nd
up
da
te c
on
tact
list
: fo
llow
-up
with
CC
XIT
to
allo
w
perm
issi
on to
var
ious
driv
es o
n fil
e se
rver
;
11
/01
/20
19
U
pd
ate
d E
RV
me
etin
g w
ith
K.J
ariw
ala
an
d
G.A
brah
amso
n; t
elep
hone
dis
cuss
ion
with
pro
spec
tive
purc
hase
r G
raem
e W
hite
of
Fac
tory
Sh
oe
s re
. d
om
ain
s/U
RL
s b
elo
ng
ing
to
00
Lab
and
co
nfe
ren
ce
call
with
Gra
eme
Whi
te a
nd D
alto
n H
o; M
eetin
g a
t M
inde
n G
ross
with
K.K
allis
h; P
.Gor
don,
$.G
raff
, a
nd
G
.Ab
rah
am
son
re.
re
vie
w o
ffe
rs a
nd
ER
V;
revi
ew
and
re
spon
d to
Mo
ne
ris
cust
om
er
cla
ims
for
cha
rge
ba
cks;
n
otif
y ea
ch l
iqu
ida
tor
of
Rec
eive
r's s
ele
ctio
n o
f su
cce
ssfu
l pro
po
sal;
tele
ph
on
e d
iscu
ssio
n w
ith B
rad
Hea
d o
f E
xclu
sive
Se
rvic
es
re.
finan
cial
re
cord
s a
nd
p
atie
nt r
eco
rds
in s
tora
ge
with
Exc
lusi
ve p
aym
en
t an
d
rete
ntio
n sh
ort
term
; te
lep
ho
ne
dis
cuss
ion
with
Pre
mie
r la
ndlo
rd J
an
e S
t. D
r. B
ilbily
ret
urn
of k
eys
and
coo
rdin
ate
ret
urn
of k
eys;
se
tup
co
nfe
ren
ce c
all
be
twe
en
pro
spe
ctiv
e p
urc
ha
ser
and
CC
XIT
to f
aci
lita
te
du
e d
ilige
nce;
te
lep
ho
ne
dis
cuss
ion
with
D.S
ald
an
ha
at
E&
Y r
e. W
alt
er
Ca
pita
l in
tere
st in
cer
tain
ass
ets
of
Ag
ility
Hea
lth:
1110
1120
19
Rev
ise
ER
V:
pre
pa
re A
R s
um
ma
ry:
dlw
Ga
ry a
nd J
osh
re
: up
datin
g E
RV
an
d p
lann
ing
AR
rec
over
y; f
ollo
w-u
p C
hris
re:
me
tho
d t
o g
en
era
te in
voic
es
from
SA
P;
Ch
ris
cre
dit
card
ca
nce
llatio
n e
mai
l; fo
llow
-up
with
CR
A a
nd
E
lise
to
pla
n a
ud
it da
tes;
cal
l Xe
rox
re:
lea
sed
e
qu
ipm
en
t's r
etur
n;
Pa
ge
7o
f18
$2
65
.00
2
.20
5
83
.00
$3
15
.00
2
.70
8
50
.50
$2
65
.00
2
.40
6
36
.00
224F
ulle
r La
ndau
LLP
0
5 F
eb,
20
19
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -C
lient
Co
de
F
ilter
s U
sed
: -
Tim
e E
xpe
nse
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
ag
em
en
t Na
me
: O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
JOS
KE
J
14/0
1/20
19
Cal
l with
Sam
Ram
ador
i o
f Wa
lte
r G
apita
l, M
ed
ic
Ho
ldin
gs
/ S
law
ne
r a
nd
pro
cess
to
be
un
de
rta
ken
re.
a
sse
t sal
e.;
tele
phon
e co
nfer
ence
with
CC
XIT
and
Bra
d W
hit
e r
e. U
RL
's a
nd
do
ma
ins;
forw
ard
addi
tiona
l d
ocu
me
nts
to G
.Wh
ite p
rosp
ect
ive
pu
rch
ase
r in
clud
ing
finan
cial
sta
tem
en
ts o
f 00
Lab
; C
.Ro
od
e p
roce
ss t
o e
xtra
ct d
eliv
ery
slip
to
pro
ve r
ece
ipt o
f pro
du
ct b
y cu
stom
er,
em
ails
to K
.Kal
lish/
H.L
arki
n re
. W
alk
'N
Co
mfo
rt tr
adem
ark;
em
ail t
o co
unse
l fo
r V
og
ue
Sh
oe
s re
. W
alk
'N C
om
fort
na
me
ag
ree
me
nt t
o pr
opos
ed
sett
lem
en
t and
will
no
t op
po
se th
eir
app
licat
ion;
te
leph
one
dis
cuss
ion
with
Ha
iley
of F
oo
t Med
ical
C
en
tre
re.
pa
yme
nt o
f out
stan
ding
AIR
; m
eetin
g w
ith
K.J
ariw
ala
and
G.A
brah
amso
n; c
oord
inat
e pr
oces
sing
o
f AIR
for
15th
with
S.P
elan
; te
lep
ho
ne
dis
cuss
ion
with
J.
Ord
on r
e. m
eetin
g a
t Wa
lk'n
Co
mfo
rt a
nd w
ire
fo
r $
10
0K
NM
G d
epos
it.
14
/01
/20
19
O
OL
Ab
20
17
inco
me
sta
tem
en
t; g
ener
ate
invo
ice
and
de
liver
y p
roo
f fo
r D
r. C
alki
n K
im a
ccou
nt;
sca
n a
ll cr
edit
card
cha
rge
ba
ck le
tter
s; s
earc
h "8
9414
82
Ont
ario
Lim
ited
o/a
Ort
ho-T
ech
TF
S";
at
tend
cu
sto
me
r ca
ll; m
eetin
g w
ith G
ary
and
Jo
sh r
e: u
pdat
es o
n s
ale
s pr
oces
s an
d o
the
r is
sues
;
Pa
ge
8 o
f 18
$315
.00
3.2
0
1,00
8.00
$2
65
.00
5.
50
1,45
7.50
225Fu
ller
Land
au L
LP
05 F
eb,
2019
B
illin
g W
ork
she
et
Pri
ma
ry P
arm
er
-C
lien
t C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
ag
em
en
t N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b ln
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
JOS
KE
J
1510
1/20
19
Pre
mie
r F
ootw
orks
/Wal
k 'N
Com
fort
-at
tend
ance
at 2
0 V
ogel
! R
oad
with
Jon
Ord
on o
f Dan
bury
, m
ee
t Dan
bury
p
roje
ct te
am
to
lead
liq
uid
atio
n s
ale
an
d p
rovi
de
ke
ys
an
d a
lam
, co
de,
wa
lk th
roug
h p
rem
ise
s a
nd
ide
ntif
y le
ased
ite
ms
and
pa
tien
t re
cord
s to
be
pul
led.
; tim
efr
am
e t
o c
om
ple
te a
nd a
dve
rtis
ing
to
be
util
ized
. A
tte
nd
an
ce a
t 42
Nia
ga
ra S
t.,
Ha
milt
on
with
Sh
red
It r
e.
rem
oval
of t
he
ir c
onso
les
and
bins
, N
atio
nal L
easi
ng
rele
ase
of l
ease
d S
torz
Sh
ock
wa
ve s
yste
m u
nits
; S
hann
on P
elan
re.
AIR
and
cre
dit c
ard
proc
essi
ng;
revi
ew
ch
arg
e b
ack
dis
pu
tes
clai
med
by
cust
om
ers
; m
ee
ting
with
G.W
hite
of F
act
ory
Sh
oe
s re
. ite
ms
req
ue
ste
d f
or
$5
0,0
00
inte
llect
ua
l pro
pe
rty
offe
r;
pre
pa
re li
st o
f U
RLs
and
do
ma
in's
and
dis
cuss
with
G
rae
me
; te
lep
ho
ne
dis
cuss
ion
with
K.K
allis
h a
nd
H.
Lark
in r
e. a
uct
ion
ag
ree
me
nt w
ith D
an
bu
ry a
nd
co
nfi
de
nti
alit
y/ p
riva
cy o
f cu
sto
me
r in
form
atio
n a
nd u
se
for
ma
rke
ting
; re
vie
w o
uts
tan
din
g A
IR w
ith S
.Pe
lan
; te
lep
ho
ne
dis
cuss
ion
with
Em
ilia
Fer
ria
of D
r.
Wa
ybra
nd
t's o
ffic
e r
e. r
etur
n o
f cu
sto
me
r p
rop
ert
y a
nd
p
aym
en
t o
f ou
tsta
nd
ing
ba
lan
ce.;
15
/01
/20
19
C
all C
RA
to r
e-s
che
du
le a
udit;
se
vera
l ca
ll an
d e
ma
il to
Jo
y a
nd
Ch
ris
re:
emai
l cu
sto
me
r a
cco
un
t an
d d
em
an
d
lett
er
to J
osh
fo
r 2
cust
om
ers
; d
/w J
osh
re:
It i
ssu
es;
a
ssis
ting
CR
A a
udit;
att
en
d c
ust
om
er
calls
; a
tte
nd
ve
nd
or
call
(Sh
red
de
d C
an
ad
a f
or
lea
sed
eq
uip
me
nt's
);
em
ail
to J
osh
re:
Am
ex
an
d M
on
eri
s ch
arg
eb
ack
s le
tter
s
Pag
e 9
of 1
8
$315
.00
4.40
1,
386.
00
$265
.00
2.20
58
3.00
226F
ulle
r La
ndau
LLP
05
Feb
, 20
19
Pa
ge
10
of
18
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
En
ga
ge
me
nt N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
{G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
JO
S
16/0
1/20
19
Te
lep
ho
ne
dis
cuss
ion
with
J.O
rdo
n r
e. r
educ
tion
to
$315
.00
0.50
15
7.50
N
MG
fo
r le
ase
d it
em
s b
ein
g r
etur
ned
an
d n
ot p
art
of
Dan
bury
auc
tion;
NR
col
lect
ions
, H
ealth
Gea
r,
tele
ph
on
e d
iscu
ssio
n a
nd
em
ail
corr
esp
on
de
nce
with
Ja
me
s M
ills
re.
de
tails
of c
red
its c
laim
ed
fo
r o
rde
rs
whi
ch w
ere
not s
hipp
ed.;
disc
ussi
on w
ith S
.Pel
an r
e.
Nat
iona
l le
asin
g S
torz
Sh
ock
wa
ve u
nits
an
d l
oca
tion
s o
f a
cce
sso
rie
s;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 16
/01/
2019
S
ever
al c
alls
and
em
ails
with
CR
A a
nd f
orm
er
$265
.00
3.70
98
0.50
e
mp
loye
e to
pla
n th
e a
ud
it (
Pre
mie
r F
ootw
orks
Inc
. )
da
tes
an
d in
form
atio
n r
equi
red;
e
ma
il al
arm
mo
nito
r co
mp
an
y's
invo
ice
to M
inna
fo
r p
aym
en
t; c
all H
ost
dim
e
to c
he
ck fo
r te
rmin
atio
n d
ate,
pa
y th
e in
voic
e t
o a
void
te
rmin
atio
n;
fill
RC
59
form
an
d f
ax
to C
RA
for
au
tho
rizi
ng
Re
ceiv
er
to c
oo
rdin
ate
for
Pre
mie
r;
che
ck
alte
rna
tive
me
tho
d p
rovi
ded
by
Sh
an
no
n t
o f
ind
invo
ice
s a
nd
sh
ipp
ing
info
rma
tion
on
SA
P;
find
de
live
ry
info
rma
tion
an
d g
en
era
te d
eliv
ery
pro
of f
or
Axi
s fa
mily
to
su
bm
it to
Mo
ne
ris
to a
void
ch
arg
eb
ack
s;
atte
nd
cust
om
er
calls
;
CR
I A
GT
A
GT
80
G
ener
al
JOS
17
/01/
2019
M
ee
ting
with
Do
nn
y Le
e, D
an
bu
ry G
loba
l, p
rovi
de
ke
ys
$315
.00
2.40
75
6.00
a
nd
ala
rm c
ode,
wa
lk t
hrou
gh o
f pre
mis
es;
pul
l d
ocu
me
nts
all
item
ize
d i
nvo
ice
s a
nd
sh
ipp
ing
co
nfir
ma
tion
s fo
r P
hys
iom
ed
Mo
ne
ris
Ch
arg
eb
ack
; re
vie
w H
ea
lthG
ea
r e
ma
il re
. bi
lling
err
ors
and
cred
its f
or
pro
du
ct n
ot r
ecei
ved
and
imp
act
on
the
ir A
IR;
revi
ew
d
ocu
me
nts
su
pp
ort
ing
cre
dits
cla
ime
d b
y H
ealth
Gea
r;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 17
/01/
2019
S
en
d f
ax
to M
oner
is;
em
ail
lllum
iti r
e; S
AP
ca
pa
bili
ty to
$2
65.0
0 0.
80
212.
00
ge
ne
rate
mu
ltip
le in
voic
e in
ou
r p
roce
ss r
un;
atte
nd
cust
om
er
calls
;
22705
Feb
, 2
01
9
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
Fu
ller
Land
au L
LP
Billin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
-E
ng
ag
em
en
t N
ame:
O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
}
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
JOS
KE
J
JOS
KE
J
JOS
18
/01
/20
19
T
ele
ph
on
e d
iscu
ssio
n w
ith H
.La
rkin
and
Re
vie
w d
raft
a
gre
em
en
t of p
urch
ase
and
sale
from
Hay
ley
Lark
in
revi
ew
with
G. W
hit
e o
f Fac
tory
Sho
e, d
iscu
ss r
evis
ions
w
ith H
ayl
ey
an
d G
rae
me
re.
$5
0,0
00
inte
llect
ua
l pr
oper
ty;
AIR
col
lect
ion
me
etin
g w
ith G
.Ab
rah
am
son
a
nd
K.J
ariw
ala
and
dis
cuss
str
ate
gy
an
d p
lann
ing;
te
leph
one
disc
ussi
on w
ith D
r. G
alvi
n C
hiu
req
ue
st fo
r hi
s Li
cens
ed C
hir
op
od
ist
cert
ifica
te b
ack
18
/01
/20
19
U
pd
ate
acc
ou
nt r
ecei
vabl
e, r
eco
nci
le c
ha
ng
es
sin
ce
last
cre
dit
card
run
an
d d
iscu
ss w
ith J
osh
; e
ma
il C
CX
IT
re:
rese
t p
ass
wo
rd f
or
emai
l acc
ou
nts
; ca
ll A
DT
Ca
na
da
In
c. t
o a
dd l
iqu
ida
tor
on t
he e
me
rge
ncy
list
; d
/w G
ary
an
d Jo
sh r
e: o
uts
tan
din
g A
R a
nd
str
ate
gy
to c
olle
ct th
e
am
ou
nt;
fo
llow
ste
ps
an
d e
ma
il q
ue
rie
s to
lllu
miti
re:
b
ulk
invo
ice
pri
ntin
g fo
r o
uts
tan
din
g a
cco
un
t rec
eiva
ble;
21
/01
/20
19
T
ele
ph
on
e d
iscu
ssio
n w
ith G
.Wh
ite
of
Fa
cto
ry S
hoe;
te
lep
ho
ne
dis
cuss
ion
with
So
nia
, D
an
bu
ry G
loba
l.
21
/01
/20
19
S
can
an
d e
ma
il cu
sto
me
r sta
tem
en
t to
Josh
fo
r fo
llow
up
with
cu
sto
me
rs;
atte
nd c
ust
om
er
call
re:
en
qu
iry
for
pro
du
ct n
ot y
et s
hipp
ed t
o c
ust
om
er
an
d t
he
de
po
sit
am
ou
nt;
22
/01
/20
19
N
R c
olle
ctio
ns,
calls
to
la
rge
st o
uts
tan
din
g c
ust
om
er
NR
(A
cad
em
y, H
ea
lthG
ea
r et
c.),
fol
low
-up
em
ails
and
re
cord
res
pons
es;
con
tinu
ed
dis
cuss
ion
with
G.W
hit
e o
f F
act
ory
Sh
oe
re.
for
m o
f ag
ree
me
nt o
f pu
rch
ase
and
sa
le;
tele
ph
on
e d
iscu
ssio
n w
ith H
ayl
ey
Lark
in r
e.
ag
ree
me
nt o
f pu
rch
ase
an
d s
ale
an
d t
imin
g i
ncl
ud
ed
a
dd
ress
ing
pu
rch
ase
rs r
esp
on
sib
ility
fo
r th
e co
sts
of
tra
nsf
er
$3
15
.00
$2
65
.00
$315
.00
$2
65
.00
$315
.00
1.80
4.50
0.30
0.90
1.20
Pa
ge
11
of
18
567.
00
1,19
2.50
94.5
0
238.
50
378.
00
228F
ulle
r La
ndau
LLP
05
Feb
, 20
19
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilte
rs U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
lnc.
-R
ecei
vers
hip
to
Ont
ario
Orth
ot1c
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
KE
J
JOS
KE
J
22/0
1/20
19
Com
pile
all
emai
l and
voi
ce m
ail
rece
ived
fro
m
cust
om
er
enqu
iring
fo
r de
posi
t and
ret
urn
of t
he
ir
pro
du
ct;
reve
rt to
cal
l fro
m C
RA
on
Pre
mie
r to
re
solv
e
quer
ies
for
Dec
201
8 re
turn
; em
ail a
nd c
alls
to
7 cu
stom
ers
dem
andi
ng p
aym
en
t fo
r ou
tsta
ndin
g in
voic
e fo
r co
llect
ion
of A
R;
corr
esp
on
d w
ith l
llum
iti t
o g
en
era
te
bu
lk in
voic
e p
rin
ting
an
d s
hip
pin
g in
fo f
or
ou
tsta
nd
ing
a
cco
un
t rec
eiva
ble;
cor
resp
ond
with
CC
XIT
re:
fo
llow
up
fo
r qu
otes
fo
r IT
bac
kup
and
relo
catio
n o
f ser
ver;
23
/01
/20
19
C
losi
ng
, re
vie
w a
gre
em
en
t o
f pu
rch
ase
and
sa
le a
nd
clo
sin
g d
ocu
me
nts
from
H.L
ark
in -
K.P
ea
rl e
xecu
ted
d
ocu
me
nts
and
fon
,var
d to
G.W
hit
e to
sig
n; t
ele
ph
on
e
dis
cuss
ion
with
Bel
l In
solv
en
cy D
ep
art
me
nt t
o o
bta
in
pro
cess
to
tra
nsf
er
tele
ph
on
e n
um
be
r/fa
x n
um
be
rs t
o
pu
rch
ase
r o
f a b
usi
ne
ss;
pro
cess
re
lea
se l
ett
er
to
Ne
op
ost
re.
po
sta
ge
ma
chin
es;
co
nfr
nn
atio
n o
f lo
catio
n
of m
ach
ine
s; d
raft
sta
tus
rep
ort
for
P.G
ord
on
RB
C a
nd
upda
te E
RV
23
/01
/20
19
R
evi
ew
(a)
cust
om
er
em
ail
re:
refu
nd t
o p
ay
the
in
voic
e
an
d (
b)
Sh
an
no
n's
em
ail
re:
me
tho
d t
o p
roce
ss c
red
it
care
:!; d
iscu
ss A
R f
or
ER
V;
7 e
ma
ils a
nd 1
cal
l re
: co
llect
ion
of A
R;
Pag
e 12
of 1
8
$265
.00
2.50
66
2.50
$315
.00
1.60
50
4.00
$265
.00
0.90
23
8.50
229F
ulle
r La
ndau
LLP
05
Feb
, 20
19
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
artn
er -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
ag
em
en
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
JOS
KE
J
JOS
24/0
1/20
19
Att
enda
nce
at 4
2 N
iaga
ra S
t. H
amilt
on -
clos
ing
$5
0,0
00
Int
elle
ctua
l pro
pert
y tr
ansa
ctio
n w
ith F
act
ory
S
hoe,
ver
ify fu
nds
rece
ived
wit
h M
inna
; ar
rang
emen
ts
ma
de
with
Bel
l Ca
na
da
Ju
lie B
ea
uch
esn
e to
co
nta
ct
Gra
eme
to t
rans
fer
acco
unt;
rele
ase
purc
hase
d a
sse
ts
to G
raem
e in
clud
ing
cust
omer
list
and
00
Lab
m
ark
etin
g m
ate
ria
ls in
th
e b
oard
room
sto
rag
e r
oom
; co
ncer
n fr
om p
urch
aser
tha
t cu
sto
me
r lis
t inf
orm
atio
n m
ay
be r
elea
sed
thro
ugh
Da
nb
ury
auc
tion
as r
esu
lt o
f to
p co
vers
with
cu
sto
me
r lo
gos/
insi
gnia
on
them
; d
iscu
ss c
once
rn w
ith J
.Ord
on a
nd w
he
the
r th
e lo
go
ma
rks
can
be c
ut o
r re
mov
ed
24/0
1/20
19
Rev
ert t
o ca
ll C
RA
re:
OO
LA
B G
ST
/HS
T a
udit;
cal
l C
CX
IT r
e: p
rese
rvin
g in
fras
truc
ture
-al
tern
ativ
es,
cost
an
d pl
an;
call,
em
ail a
nd f
ax
(7 c
ust
om
ers
) re
: to
col
lect
un
paid
inv
oice
s; u
pd
ate
ch
arg
eb
ack
su
mm
ary
and
logi
n M
oner
is p
orta
l to
add
auth
oris
ed e
mai
l id
and
att
em
pt
auth
oriz
e fo
r ch
arge
back
not
ifica
tion;
cor
resp
ond
with
Jo
sh r
e o
the
r is
sues
(in
cl.
pro
du
ct r
etur
n en
quir
ies)
:
25
/01
/20
19
R
espo
nded
to
mu
ltip
le c
alls
and
sp
oke
to c
ust
om
ers
of
Pre
mie
r F
ootw
orks
Wa
lk'N
Co
mfo
rt w
ho h
ave
pai
d d
ep
osi
ts f
or
ort
ho
tic o
rder
s I p
ass
alo
ng
to D
an
bu
ry a
nd
ad
vise
cus
tom
ers
of o
ptio
n; F
acto
ry S
ho
e c
losi
ng
dis
cuss
ion
with
H.L
arki
n a
t Min
den
Gro
ss a
nd G
.Wh
ite
re.
IP c
losi
ng;
esta
te b
anki
ng a
nd p
roce
ss
dis
bu
rse
me
nts
fo
r p
aym
en
t inc
ludi
ng N
iaga
ra S
t. re
nt,
bell
phon
e , r
evi
ew
and
res
pond
to
Mon
eris
cha
rge
ba
ck
sum
ma
ry;
revi
ew
Min
den
Gro
ss u
pdat
ed c
losi
ng
agen
da r
e. F
acto
ry s
ho
e
Pa
ge
13
of
18
$315
,00
3.20
1,
008.
00
$265
,00
3.50
92
7,50
$315
.00
1.50
47
2.50
230F
ulle
r L
an
da
u L
LP
0
5 F
eb
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r-C
lien
t C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
ag
em
en
t N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
KE
J
JOS
KE
J
JOS
25/0
1/20
19
Rea
d C
RA
fax
re:
OO
LA
B a
ud
it an
d pr
elim
inar
y as
sess
men
t; d
/w J
osh
re:
pend
ing
issu
es;
emai
l CC
XIT
re
: re
qu
est
to in
sta
ll p
df d
rive
r o
n V
PN
an
d r
est
ore
re
mot
e ac
cess
to l
llum
iti;
coor
dina
te w
ith l
llum
iti r
e: s
et
up
of b
atc
h in
voic
e p
rin
ting
in
pd
f; c
olla
te c
ust
om
ers
w
ho h
ave
cont
acte
d fo
r th
eir
dep
osit
and
retu
rn o
f th
eir
pr
oduc
ts;
sca
n c
usto
mer
sta
tem
en
t to
reve
rt d
ispu
ted
am
ou
nt;
28/0
1/20
19
Rel
ease
of p
urch
ased
ass
ets
to p
urc
ha
ser
(Lib
rary
of
wo
od
mo
lds)
an
d m
on
ito
r re
mo
val;
sho
vel/
cle
ar
sno
w
fro
m f
ron
t wa
lk-w
ay
an
d s
ide
wa
lk a
nd
pu
t do
wn
sa
lt;
follo
w-u
p w
ith A
da
m L
aw
an
d D
an
bu
ry r
e. s
ho
rt te
rm
sno
w r
em
ova
l co
ntr
act
; re
turn
vo
ice
ma
il m
ess
ag
es
to
Pre
mie
r F
oo
two
rk c
ust
om
ers
Sa
m F
itzu
zo a
nd
Vim
al
Ch
op
ra;
Da
nb
ury
re.
co
mp
ute
r h
ard
dri
ves
to b
e
cle
are
d;
tele
ph
on
e d
iscu
ssio
n 'v
'Jith
So
nia
Lo
cke
yer
at
Wa
lk'n
Co
mfo
rt li
qu
ida
tion
sa
le r
e. c
ust
om
ers
inq
uir
ing
o
n t
he
ir c
ust
om
ort
ho
tic
ord
ers
at s
tore
;
28
/01
/20
19
R
eso
lve
co
resu
ite
iss
ue
s in
SA
P in
co
ord
ina
tion
with
lll
um
iti t
o g
en
era
te in
voic
e in
ba
tch
an
d d
o v
ari
ou
s te
st
runs
; ca
ll M
on
eri
s to
ge
t acc
ess
to
Me
rch
an
t Dir
ect
W
eb
site
an
d c
he
ck fo
r a
ny
ne
w c
ha
rge
ba
ck;
ge
ne
rate
su
pp
ort
ing
do
cum
en
ts a
nd
fa
x to
Mo
ne
ris
for
Dr.
Sh
ikh
a
Sa
ree
n c
ha
rge
ba
ck d
isp
ute
no
tice
s;
No
tice
re:
tra
nsf
er
of p
ati
en
t re
cord
s -
prin
t, s
ign
·and
sca
n t
he
no
tice
s,
em
ail
IT te
am
in
stru
ctio
ns
to u
plo
ad
to
no
tice
on
FL
an
d
Pre
mie
r we
bsi
te;
29
/01
/20
19
A
IR c
olle
ctio
ns
-te
lep
ho
ne
dis
cuss
ion
wit
h D
r. N
ea
l A
nd
rew
, A
ctiv
e A
rch
es
Fo
ot
Clin
ic,
revi
ew
cla
im f
or
cre
dits
(P
uro
lato
r ch
arg
es,
lis
t of o
rde
rs t
ha
t d
id n
ot
ship
), t
ele
ph
on
e d
iscu
ssio
n w
ith
Ale
xis
of B
rock
ville
C
hir
op
ract
ic a
nd
fo
rwa
rd a
cco
un
t sta
tem
en
ts;
Re
vie
w
CR
A fa
x le
tter
; te
lep
ho
ne
dis
cuss
ion
wit
h a
ud
ito
r Jo
na
tha
n N
ico
lle;
resp
on
d v
ia f
ax;
me
et
an
d d
iscu
ss
with
G.A
bra
ha
mso
n
Pa
ge
14
of
18
$2
65
.00
1
.50
3
97
.50
$3
15
.00
3
.80
1
,19
7.0
0
$2
65
.00
3
.50
9
27
.50
$3
15
.00
1
.60
5
04
.00
231Fu
ller
Land
au L
LP
05 F
eb,
2019
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -C
lien
t Co
de
F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-0
1-31
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
S0
Gen
eral
CR
I A
GT
A
GT
80
Gen
eral
KE
J
JOS
KE
J
29
/01
/20
19
C
he
ck in
form
atio
n r
e; o
rth
otic
s p
rod
uct
s re
late
d to
cu
sto
me
r fou
nd a
t clin
ic;
emai
l to
Ham
ilton
ala
rm
com
pa
ny
re:
up
da
te c
on
tact
list
; in
form
to
3 cu
sto
me
r to
pick
up t
he
ir o
rtho
tics
and
pay
the
bal
ance
am
ou
nt a
t cl
inic
; ge
nera
te in
voic
e fo
r cu
sto
me
rs -
for
cred
it ca
rd
cha
rge
ba
ck a
nd d
isp
ute
an
d r
eso
lve
pd
f iss
ue
s; F
ollo
w
up f
or
uplo
adin
g n
otic
e o
n F
L a
nd
Pre
mie
r we
bsi
te;
tra
ck c
ust
om
er
paym
ent;
30
/01
/20
19
B
ell
Ba
nkr
up
tcy
de
pa
rtm
en
t-te
lep
ho
ne
dis
cuss
ion
an
d
emai
l co
rres
pond
ence
not
ify th
at R
ecei
ver
auth
oriz
es
the
tra
nsf
er
of t
he
00
Lab
te
lep
ho
ne
nu
mb
er
as
pe
r th
e
ag
ree
me
nt o
f pu
rch
ase
an
d s
ale;
ad
vise
pu
rch
ase
r o
f sa
me
; a
dvi
se p
urc
ha
ser
to c
on
tact
Bel
l to
co
ord
ina
te
the
tran
sfer
; te
lep
ho
ne
dis
cuss
ion
with
Aid
a S
tan
catt
i of
Ale
ctra
/Po
we
rstr
ea
m r
e. 2
0 V
og
ell
Roa
d a
cco
un
t;
tele
ph
on
e d
iscu
ssio
n w
ith S
.Fri
zzel
re.
pre
vie
w d
ate
s fo
r au
ctio
n;
AIR
col
lect
ion
tele
ph
on
e d
iscu
ssio
n w
ith
Nea
l An
dre
ws
of F
oo
t Arc
he
s p
rovi
de
full
sta
tem
en
t;
coo
rdin
ate
rem
oval
of p
atie
nt r
eco
rds
with
pu
rch
ase
r D
r. M
oo
na
Ra
hm
tulla
an
d D
an
bu
ry G
loba
l; M
ee
t with
K
.Jar
iwal
a re
. M
on
eri
s cr
ed
it ca
rd d
isp
ute
ch
arg
eb
ack
s.
30/0
1/20
19
Fol
low
up
with
CC
XIT
re:
ava
ilabi
lity
for
re-lo
catin
g se
rver
; fe
tch
cu
sto
me
r in
voic
es,
acc
ou
nt
sta
tem
en
t and
sh
ipp
ing
info
nn
atio
n/ d
ocu
me
nt f
or
dis
pu
tes;
pre
pa
re
lett
er
alon
g w
ith s
up
po
rtin
g d
ocu
me
nts
an
d f
ax
to A
me
x (
dis
pu
tes)
or
Mo
ne
ris
(1 d
isp
ute
) to
re
spo
nd
to
vari
ou
s d
isp
ute
not
ices
; fe
tch
co
nta
ct in
form
atio
n o
f the
cu
sto
me
r wh
ose
ort
ho
tic a
re a
vaila
ble
at s
tore
fo
r p
ick
up;
em
ail
to t
he
cu
sto
me
rs t
o a
rra
ng
e f
or
pic
k up
of
the
ir p
rod
uct
an
d p
ay
the
ba
lan
ce d
ep
osi
t;
ad
dre
ss
cust
om
er
enqu
iry;
ch
eck
Mo
ne
ris
Me
rch
an
t dir
ect
w
eb
site
to c
he
ck fo
r a
ny
ne
w d
isp
ute
not
ices
;
Pag
e 15
of 1
8
$265
,00
3,10
82
1.50
$315
.00
1.80
56
7.00
$265
.00
5.70
1,
510.
50
23205
Feb
, 2
01
9
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
Fu
ller
Land
au L
LP
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
-E
ng
ag
em
en
t Na
me
: O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
G
ener
al
CR
I C
PR
C
PR
80
G
ener
al
CR
I C
PR
C
PR
80
G
ener
al
CR
I C
PR
C
PR
80
G
en
era
l
CR
I C
PR
C
PR
80
G
ener
al
CR
I C
PR
C
PR
80
G
ener
al
JOS
KE
J
GF
A
GF
A
GF
A
GF
A
GF
A
31
/01
/20
19
C
oord
inat
e d
ate
and
tim
e fo
r re
mov
al o
f all
pa
tien
t re
cord
s fr
om 4
2 N
iaga
ra S
t. H
amilt
on O
N
with
Dr.
Moo
na R
ahm
tulla
; fo
llow
-up
disc
ussi
on w
ith B
ell
Can
ada
re.
tra
nsf
er
of 0
0 L
ab t
elep
hone
nu
mb
er t
o pu
rcha
ser;
cal
l with
Ste
phan
ie G
race
of X
erox
Can
ada
re.
Wa
lk'N
Co
mfo
rt le
ased
pho
toco
pier
; d
iscu
ssio
n w
ith
purc
hase
r, G
rae
me
Wh
ite
th
at
pu
rsu
an
t to
te
rms
of
AP
A p
urc
ha
ser
is r
esp
on
sib
le f
or
an
y ch
arg
es
from
Bel
l to
tra
nsf
er t
he
te
lep
ho
ne
num
ber;
cal
l with
Ju
lie
Be
au
che
sne
of B
ell a
nd p
urc
ha
ser t
o r
eso
lve
issu
es;
te
lep
ho
ne
dis
cuss
ion
and
fa
x co
rre
spo
nd
en
ce t
o C
RA
a
ud
ito
r Jo
na
tha
n N
icol
le r
e. H
ST
au
dit
an
d J
an
ua
ry
25
th f
ax
requ
est;
31
/01
/20
19
A
dd
ress
cu
sto
me
r e
nq
uir
y re
: co
llect
ion
of O
rth
otic
s fr
om t
he s
tore
an
d d
ocu
me
nta
tion
req
uire
d fo
r in
sura
nce
co
mp
an
y; c
om
pile
lett
er
an
d s
up
po
rtin
g
do
cum
en
ts r
e: A
me
x ch
an
ge
dis
pu
te f
or
on
e c
ust
om
er;
e
ma
il sp
ecia
l pr
icin
g in
form
atio
n t
o J
osh
; d
/w J
osh
re:
p
en
din
g is
sue
s
AG
TT
ota
ls:
03/0
1/20
19
Gat
ch u
p ca
ll w
ith J
osh
re:
ongi
ng i
ssu
es
an
d in
p
art
icu
lar
sale
s p
roce
ss a
nd
AR
co
llect
ion
s
07/0
1/20
19
Gal
l with
Wa
yne
re
:Sla
wn
er
sta
tus
re:o
pera
tions
and
a
ny
issu
es.
10
/01
/20
19
E
RV
revi
ew
with
Jo
sh/K
J.
11
/01
/20
19
R
evi
ew
ER
V fo
r m
ee
ting
with
RS
C e
tc.;
att
en
d t
o m
ee
t R
BC
/MG
/AB
re
:sta
tus
an
d is
sue
s. D
iscu
ssio
n w
ith
Wa
yne
reg
ardi
ng S
law
ne
r st
atu
s a
nd
re
vie
w
corr
esp
on
de
nce
.
18
/01
/20
19
U
pd
ate
me
etin
g w
ith J
osh
an
d K
eyu
r re
gard
ing
AIR
co
llect
ion
s an
d p
roce
ss g
oin
g f
orw
ard.
CP
R T
ota
ls:
$315
.00
$2
65
.00
$500
.00
$500
.00
$5
00
.00
$5
00
.00
$5
00
,00
1.60
0.70
121,
90
0.40
0.30
0.70
1.90
0.90
4.20
Pa
ge
16
of 1
8
504.
00
18
5,5
0
35,0
66.5
0
200,
00
150.
00
350.
00
950.
00
450,
00
2,10
0.00
233F
ulle
r La
ndau
LLP
05
Feb
, 20
19
Pag
e 17
of 1
8 B
illin
g W
ork
shee
t
Pri
mar
y P
artn
er -
Clie
nt C
od
e Fi
lters
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
agem
ent
Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
{GF
A)
CR
I R
EC
R
EC
SO
G
ener
al
MLN
03
/01/
2019
D
epos
it ca
sh o
n ha
nd;
resp
ond
to v
ario
us e
mai
ls/c
alls
$2
45.0
0 0.
90
220.
50
re:
WE
PP
-P
rem
ier
CR
I R
EC
R
EC
80
Gen
eral
M
LN
03/0
1/20
19
Res
pond
to
vario
us c
alls
/em
ails
re:
WE
PP
-O
OLa
b $2
45.0
0 0.
70
171.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/0
1/20
19
Res
pond
to
vario
us c
alls
/em
ails
re:
WE
PP
; up
date
$2
45.0
0 2.
25
551.
25
WE
PP
Onl
ine
-O
OLa
b
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/0
1/20
19
Res
pond
to
vario
us c
alls
/em
ails
re:
WE
PP
; up
date
$2
45.0
0 2.
75
673.
75
WE
PP
onl
ine;
rev
iew
HH
olm
es c
laim
and
em
ail
re:
amen
dmen
ts -
Pre
mie
r
CR
I R
EC
R
EC
80
Gen
eral
M
LN
07/0
1/20
19
NR
dep
osit;
WE
PP
em
ails
; u
pd
ate
WE
PP
onl
ine;
iss
ue
$245
.00
2.25
55
1.25
pa
yrol
l ch
eque
s
CR
I R
EC
R
EC
80
Gen
eral
M
LN
07/0
1/20
19
AIR
dep
osit;
WE
PP
em
ails
; up
date
WE
PP
onl
ine,
$2
45.0
0 1.
90
465.
50
incl
udin
g H
Hol
mes
cla
im a
men
dmen
ts -
Pre
mie
r
CR
I R
EC
R
EC
80
Gen
eral
M
LN
09/0
1/20
19
Em
ails
re;
WE
PP
; up
date
WE
PP
onl
ine
-P
rem
ier
$245
.00
0.75
18
3.75
C
RI
RE
C
RE
C80
G
ener
al
MLN
09
/01/
2019
E
mai
ls r
e; W
EP
P;
upda
te W
EP
P o
nlin
e; M
oner
is;
$245
.00
1.10
26
9.50
cr
edito
r qu
erie
s
CR
I R
EC
R
EC
80
Gen
eral
M
LN
10/0
1/20
19
Con
firm
atio
n of
Uni
on G
as a
nd A
lect
ra a
ccou
nts;
set
up
$245
.00
1.20
29
4.00
U
nion
Gas
onl
ine
acco
unt;
revi
ew m
ail,
cred
itor
quer
ies
CR
I R
EC
R
EC
80
Gen
eral
M
LN
10/0
1/20
19
Con
fim,a
tion
of A
lect
ra a
nd E
nbrid
ge a
ccou
nts;
CR
A
$245
.00
0.90
22
0.50
ca
ll -
Pre
mie
r
CR
I R
EC
R
EC
80
Gen
eral
G
FA
11
/01/
2019
R
evie
w E
RV
and
offe
r sum
mar
y; d
iscu
ss s
ame
with
$5
00.0
0 1.
10
550.
00
Josh
and
KJ;
dis
cuss
offe
r for
IP a
nd i
ssue
s.
CR
I R
EC
R
EC
80
Gen
eral
M
LN
11/0
1/20
19
WE
PP
em
ails
; up
date
WE
PP
onl
ine;
dep
osit
AIR
; m
ail;
$245
.00
2.55
62
4.75
A
lect
ra c
alls
; pa
y ou
tsta
ndin
g di
sbur
sem
ent;
conf
irm
wire
sal
e de
posi
t; va
rious
ban
king
CR
I R
EC
R
EC
80
Gen
eral
G
FA
14
/01/
2019
D
iscu
ss s
tatu
s w
ith J
osh
re:s
ales
pro
cess
and
clo
sing
s.
$500
.00
0.30
15
0.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
14/0
1/20
19
Var
ious
mai
l -O
OLa
b an
d P
rem
ier
$245
.00
0.40
98
.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
15/0
1/20
19
Upd
ate
WE
PP
-P
rem
ier
$245
.00
0.30
73
.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
15/0
1/20
19
Dan
bury
wire
; M
oner
is a
ctiv
ity;
vario
us b
anki
ng
$245
.00
1.45
35
5.25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
16/0
1/20
19
Cre
dito
r qu
erie
s; W
SIB
$2
45.0
0 1.
25
306.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
17/0
1/20
19
AIR
and
pro
duct
ref
und
depo
sits
; va
rious
mai
l, ba
nkin
g,
$245
.00
1.70
41
6.50
cr
edito
r qu
erie
s
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/0
1/20
19
Em
ails
re:
WE
PP
-P
rem
ier;
var
ious
ban
king
$2
45.0
0 0.
75
183.
75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
22/0
1/20
19
Em
ails
; up
date
WE
PP
onl
ine;
rev
iew
sta
tus
of W
EP
P
$245
.00
1.40
34
3.00
cl
aim
s fil
ed t
o da
te;
revi
ew u
tiliti
es;
vario
us m
ail;
vario
us
bank
ing
234Fu
ller L
anda
u LL
P
05 F
eb,
20
19
P
age
18 o
f 18
B
illi
ng
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
i me
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-01-
31
-E
ng
ag
em
en
t Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I R
EC
R
EC
80
Gen
eral
M
LN
23/0
1/20
19
Var
iou
s ba
nkin
g; p
ay o
utst
andi
ng d
isbu
rsem
ents
$2
45.0
0 1.
50
367.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
23/0
1/20
19
Pa
y ou
tsta
ndin
g d
isbu
rse
me
nt -
Pre
mie
r $2
45.0
0 0.
30
73.5
0 C
RI
RE
C
RE
C80
G
ener
al
GF
A
24/0
1/20
19
Rev
iew
dra
ft re
port
and
ER
V;
disc
uss
with
Jos
h an
d $5
00.0
0 1.
00
500.
00
revi
ew
in fi
nal f
orm
.
CR
I R
EC
R
EC
80
Ge
ner
al
MLN
24
/01/
2019
V
ario
us b
anki
ng; c
onfir
m r
ecei
pt o
f Fac
tory
Sho
e fu
nds
$245
.00
0.70
17
1.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
25/0
1/20
19
AIR
dep
osits
; M
oner
is;
call
to C
BS
C r
e: l
ease
d C
anon
$2
45.0
0 2.
10
514.
50
copi
er;
upda
te W
EP
P p
aym
ent l
og; v
ario
us b
anki
ng;
cred
itor
quer
ies
CR
I R
EC
R
EC
80
Gen
era
l M
LN
25/0
1/20
19
Upd
ate
WE
PP
onl
ine
and
paym
ent l
og -
Pre
mie
r $2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
era
l M
LN
29
/01/
2019
D
epos
it ca
sh in
ban
k an
d A
IR -
OO
Lab
$245
.00
0.60
14
7.00
D
epos
it ca
sh i
n ba
nk -
Pre
mie
r
CR
I R
EC
R
EC
80
Gen
eral
M
LN
30/0
1/20
19
Var
iou
s ba
nkin
g; e
ma
il to
HS
BC
re
: P
rem
ier d
epos
its
$245
.00
1.70
41
6.50
w
ith a
ltern
ate
paye
e; p
ay
outs
tand
ing
disb
urse
men
ts
CR
I R
EC
R
EC
80
Gen
eral
M
LN
31/0
1/20
19
Con
firm
atio
n H
SB
C r
e: a
ltern
ate
paye
e na
me
depo
sits
; $2
45.0
0 2.
25
551.
25
AIR
dep
osit;
cas
h in
ban
k de
posi
t (W
alkn
Com
fort
);
upda
te W
EP
P p
aym
ent l
ogs
00
Lab
and
Pre
mie
r;
cred
itor
quer
ies
RE
C T
ota
ls:
36.
50
9,
554.
50
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
16
5.10
51
,278
.00
Em
plo
yee
Su
mm
ary
A
brah
amso
n G
, G
ary
(GF
A)
6.60
3,
300.
00
Jariw
ala,
Key
ur (
KE
J)
68.8
0 18
,232
.00
Mur
phy,
Sha
rry
(SD
M)
2.50
25
0.00
N
iva,
Min
na (
MLN
) 34
.10
8,35
4.50
P
earl,
Ken
(K
LP)
0.60
29
7.00
S
amso
n, J
oshu
a (J
OS
) 52
.50
16,5
37.5
0 T
ota
l N
et W
ip
16
5.1
0
46,9
71.0
0
WIP
P
rog
ress
N
etW
IP
Pri
mar
y P
artn
er A
bra
ham
son
G,
Ga
ry T
ota
ls:
$51
,278
.00
$0.0
0 $5
1,27
8.00
WIP
P
rog
res
s N
etW
IP
Gra
nd
To
tals
: $5
1,27
8.00
$0
.00
$51,
278.
00
235I!!..... THE FULLER
~ ) LANDAU GROUP1NC Invoice No. 132907
February 28, 2019
Client No. 1308124:02 GFA Ontario Orthotics Lab Inc. c/o The Fuller Landau Group Inc. in its capacity as Court Appointed Receiver 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4
Attention: Gary Abrahamson
INVOICE
TO PROFESSIONAL SERVICES RENDERED:
With respect to our appointment as Court Appointed Receiver of Ontario Orthotics Lab Inc. and Premier Footworks Inc. for the period February 1, 2019 to February 28, 2019 including:
• Collecting outstanding Accounts Receivables (A/R) including drafting and circulating A/R collection letters with supporting statements;
• Numerous A/R collection calls with Ontario Orthotics Lab customers review and respond to requests from customers claiming rights of offset;
• Responding to Moneris re. customer credit card chargebacks/disputes and providing requested supporting documentation;
• Corresponding with the Company's landlord at 42 Niagara St. and 20 Vogell Road in anticipation of vacating the premises;
• Coordinate removal and disposal of empty chemical containers (glue/oil) with Apex Environmental at 42 Niagara St.;
• Final walk through of premises at 42 Niagara St. and turnover of premises to landlord; • Corresponding with John Tertigas from Tert & Ross to backup all computers, laptops and w ipe hard
drives clear prior to auction sale; • Corresponding with CCXIT to coordinate removal of Ontario Orthotics Lab server from 42 Niagara
St; • Release of books and records belonging to other entities located at 42 Niagara St. ; • Attending on various telephone calls with Jonathan Ordon from Danbury regarding the fixed asset
auction and liquidation sale; • Preparing termination of service letters for utility providers; • Review and responding to numerous customers seeking return of product; • Reporting to RBC and Aird & Berlis LLP; • Attending to all banking matters; and • Generally, all other matters relating to the above not specifically detailed herein
OUR STANDARD FEE
G. Abrahamson - 4.00 hrs. @ $500.00/hr. J. Samson-14.70 hrs.@ $315.00/hr. K. Jariwala - 24.90 hrs. @ $265.00/hr. M. Niva - 19.10 hrs. @ $245.00/hr. M. Baxter - 0.17 hr. @ $135.00/hr. S. Murphy - 3.00 hrs. @ $100.00/hr.
Please remit to: THE FULLER LANDAU GROUP INC. Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4 Toronto, Hamilton
. .. turn over for page 2
Tel : (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
236
Ontario Orthotics Lab Inc. February 28, 2019 Page 2
Our fee .... .. ......... ......... ........... .... .... .. .... .. ...... .......... .... ......... .... .................. ................. $ 18,231.45
Disbursements.......... .... .... ... ........ ...... .. .... ........... .......... ... ..... ......... .. .. ............ ..... ...... 11 .48 --------
Subtotal....... ... .. ... ... .......... .... .... .... ....... .. .. .. ....... ........... .. .. ... .. .... .... .... .. .. ........... .. ... .. ... 18,242.93
HST.... ... ... .. .... ... .... ... .. .. ... .......... ... .... ... .. .. ... .. .... .. .... ... .... .. .. .. ... ........ .... ... ........ . ... ......... 2,371.58 -----"----
BALANCE DUE ................ .... .. .. ........ ... ... ............ ....... ..... .. ..... .. .. ... .... .. .. .... .. ..... .. ...... .. $ 20,614.51 ========
Note:
Disbursements= Courier charge
HST Registration No. R130795669
Payment is due on receipt of account. Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Cardholders Name:
Credit Card Type:
Credit Card Number:
Si nature:
Please remit to: THE FULLER LANDAU GROUP INC. Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4
D Visa □ MasterCard
Toronto, Hamilton
CVD:
Expiration Date:
Date:
Tel: (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
237Fu
ller
Land
au L
LP
04 M
ar,
2019
B
illin
g W
ork
shee
t
Prim
ary
Par
tner
-C
lient
Cod
e F
ilter
s U
sed:
-
Tim
e E
xpen
se D
ate:
19
70-0
1-01
to
20
19-0
2-28
-
Eng
agem
ent N
ame:
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
to
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, Gar
y (G
FA
)
Mas
ter
Clie
nt:
13
08
12
4-
Ont
ario
Ort
hotic
s La
b In
c.
1308
124:
02-
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
-G
FA
WIP
M
emo
Ret
ain
er B
alan
ce
0.00
W
IP
18,2
42.9
3
---
Clie
nt
Cou
riers
B
LIZ
ZA
RD
CO
UR
IER
04
/02/
2019
S
hip
Dat
e: J
anua
ry 1
4
Clie
nt
To
tals
:
AD
M
BIL
B
IL70
S
ecre
taria
l tim
e -
othe
r
AD
M
BIL
B
IL70
S
ecre
taria
l tim
e -
othe
r
CR
I A
GT
A
GT
80
Gen
eral
CR
I A
GT
A
GT
80
G
ener
al
CR
I A
GT
A
GT
80
Gen
era
l
SO
M
SO
M
JOS
KE
J
JOS
04/0
2/20
19
AIR
Mai
ling
unde
r $1,
000.
00
05/0
2/20
19
AIR
Mai
lings
B
IL T
ota
ls:
01/0
2/20
19
Rev
iew
of u
pdat
ed li
quid
atio
n sa
le r
esul
ts fr
om
Dan
bury
; co
ordi
nate
rem
oval
of p
atie
nt r
ecor
ds w
ith
purc
hase
r; A
IR c
olle
ctio
ns fo
llow
-up
with
Je
ff C
owen
, JD
Cow
en r
e. $
20,0
00 N
SF
; cal
l with
Chr
is R
oode
and
W
ayne
Coc
kbur
n re
. co
ntin
ued
acce
ss to
boo
ks a
nd
reco
rds/
poss
ible
cos
t sha
ring
arra
ngem
ent f
or
CC
XIT
se
rver
; up
date
mee
ting
with
K.J
ariw
ala
and
G.A
brah
amso
n
01/0
2/20
19
Res
pond
to
cred
it ca
rd c
harg
e ba
ck a
nd u
pdat
e su
mm
ary
for
vario
us o
ther
not
ifica
tions
from
Mon
eris
; d
/w w
ith G
ary
and
Josh
re:
AR
col
lect
ions
, liq
uida
tion
sale
s, I
T in
fras
truc
ture
, G
ST
/HS
T n
otic
es e
tc.;
prep
are
colle
ctio
ns le
tter a
nd e
nclo
sed
acco
unt s
tate
me
nt f
or
+10
0 cu
stom
ers
to s
end
by m
ail;
04/0
2/20
19
Att
enda
nce
at 4
2 N
iaga
ra S
t. H
amilt
on r
elea
se o
f box
es
cont
aini
ng p
atie
nt re
cord
s, c
ount
of b
oxes
and
sig
no
ff
by
purc
hase
r; r
elea
se 3
rd p
arty
/leas
ed a
sset
s,
phot
ocop
ier
to C
anno
n, r
elea
se o
f wat
er c
oole
r an
d bo
ttles
to
Can
adia
n S
prin
gs;
rele
ase
of s
hred
ding
co
nsol
e/bi
ns to
Exc
lusi
ve S
ervi
ces;
pac
k 0
0 L
ab b
ooks
an
d re
cord
s; t
elep
hone
dis
cuss
ion
with
Ste
phan
ie
Gra
ce o
f Xer
ox r
e. r
etur
n o
f pho
toco
pier
; co
ordi
nate
re
mov
al o
f non
00
Lab
/Pre
mie
r re
cord
s w
ith C
.Roo
de;
Pag
e 1
of 8
Pro
gre
ss
Ne
tWIP
A
R B
alan
ce
0.00
18
,242
.93
122,
324.
53
Rat
e H
ou
rs
Am
ou
nt
$0.0
0 11
.48
11.4
8
$100
.00
2.50
25
0.00
$100
.00
0.50
50
.00
3.00
30
0.00
$315
.00
0.80
25
2.00
$265
.00
4.90
1,
298.
50
$315
.00
2.60
81
9.00
238F
ulle
r La
ndau
LLP
0
4 M
ar,
20
19
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt
Co
de
F
ilte
rs U
sed
: -
Tim
e E
xpen
se D
ate:
19
70-0
1-01
to
20
19-0
2-28
-
Eng
agem
ent
Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
CR
I A
GT
A
GT
80
Gen
eral
JD
S
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
CR
[ A
GT
A
GT
S0
Gen
eral
JD
S
CR
I A
GT
A
GT
S0
Gen
eral
K
EJ
CR
I A
GT
A
GT
80
Gen
eral
JD
S
04/0
2/20
19
Coo
rdin
ate
with
Sh
an
y fo
r m
ailin
gs to
de
bto
r bel
ow
$1,0
00;
coo
rdin
ate
with
Jo
sh r
e: p
endi
ng c
ha
rge
ba
ck
by
Mo
ne
ris
(cu
sto
me
r d
isp
utin
g c
red
it ca
rd p
roce
sse
d
with
ou
t app
rova
l;
05/0
2/20
19
Tel
epho
ne d
iscu
ssio
n w
ith J
.Ord
on
05/0
2/20
19
Add
ress
cu
sto
me
r en
quir
y an
d co
ordi
nate
with
L
iqu
ida
tor f
or
allo
win
g p
icku
p o
f th
e p
rod
uct
the
y pa
id
50
% d
ep
osi
t; a
tte
nd
se
vera
l ca
lls o
f cu
sto
me
rs;
ad
dre
ss
calls
and
em
ail
rece
ived
on
colle
ctio
ns le
tter
s se
nt t
o d
eb
tors
; re
spon
d to
2 A
me
x d
isp
ute
s; v
eri
fy p
en
din
g
cust
om
er
mai
ling,
pre
pa
re m
ail f
or
pend
ing
cust
om
ers
a
nd
Mo
ne
ris
On
line
rev
iew
,
06
/02
/20
19
A
dd
ress
cu
sto
me
r e
nq
uir
y fo
r P
atie
nt's
sh
oe
s n
ot
retu
rned
; re
spon
d to
Mo
ne
ris
re:
seve
ral l
oca
tion
s cl
osed
fo
r P
rem
ier
an
d s
ha
re a
ma
lga
ma
tion
his
tory
; at
tend
sev
eral
ca
lls o
f cu
sto
me
rs;
ad
dre
ss c
alls
an
d
em
ail
rece
ived
on
co
llect
ion
s le
tte
rs s
en
t to
de
bto
rs;
07/0
2/20
19
Fol
low
-up
with
Nea
l And
rew
s o
f Act
ive
Arc
hes
colle
ctio
n o
f AIR
; a
tte
nd
an
ce a
t 0
0 L
ab
with
J.T
ert
iga
s o
f T e
rt &
Ros
s, i
nst
ruct
ion
s to
ba
cku
p a
nd
wip
e c
lean
al
l ha
rd d
rive
s p
rio
r to
Da
nb
ury
auc
tion;
rem
oval
of
bo
oks
an
d r
eco
rds
by
Chr
is R
oode
, E
lise
Mo
ss c
ou
nt
boxe
s an
d o
bta
in s
ign
off
.
07/0
2/20
19
Coo
rdin
ate
with
CC
XIT
to s
etup
dat
e fo
r re
-loca
ting
seiv
ers
; re
spon
d to
Mo
ne
ris
re:
seve
ral
loca
tion
s cl
osed
fo
r P
rem
ier;
up
da
te E
RV
; fo
llow
up
for
lllu
miti
ti
me
app
rova
l; at
tend
sev
eral
cal
ls f
orm
cu
sto
me
rs;
08/0
2/20
19
Mee
ting
with
K.J
ariw
ala
and
G.A
brah
amso
n up
date
d st
atu
s an
d E
RV
$265
.00
$315
.00
$265
.00
$265
.00
$315
.00
$265
.00
$315
.00
0.60
0.40
3.20
2.40
1.40
1.60
0.30
159.
00
126.
00
848.
00
636.
00
441.
00
424.
00
94.5
0
Pa
ge
2 o
f 8
239F
ulle
r La
ndau
LLP
0
4 M
ar,
20
19
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
19
70-0
1-01
to
2
01
9-0
2-2
8
-E
ng
ag
em
en
t N
ame:
O
ntar
io O
rth
otic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
KE
J
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
G
ener
al
KE
J
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
S0
Gen
eral
K
EJ
08/0
2/20
19
Tra
ce s
hipp
ing
info
rmat
ion
for
Mon
eris
dis
pute
no
tific
atio
ns (
Dr.
Shi
kha
Sar
en);
em
ail t
o Jo
sh t
he
st
atu
s o
f dis
pu
tes
and
info
rma
tion
fo
r fu
rth
er
dis
cuss
ion
a
nd
act
ions
; d
fw G
ary
re:
revi
sed
ER
V,
sta
tus
of A
R
colle
ctio
ns,
liqui
datio
n, r
e-lo
catin
g IT
infr
a an
d no
tice
to
dir
ect
or's
fo
r C
RA
ass
ess
me
nt;
re
vie
w A
me
x a
sse
ssm
en
t le
tte
rs fo
r th
e r
esp
on
se s
ub
mitt
ed
by
Re
ceiv
er
ea
rlie
r fo
r va
rio
us
dis
pu
te tr
ansa
ctio
n,
sum
mar
ise
and
emai
l to
Josh
; fo
llow
em
ail
re:
colle
ctio
n re
min
de
r fo
r d
eb
tors
ab
ove
$1
,00
0;
pro
cess
cre
dit
card
fo
r 2 c
usto
mer
s to
co
llect
app
rox.
$9k
; u
pd
ate
ER
V;
11/0
2/20
19
Mee
ting
with
G.A
brah
amso
n re
. A
IR c
olle
ctio
ns t
o da
te
and
upda
ted
bala
nce,
pre
pare
upd
ated
sch
edul
e;
mee
ting
at M
inde
n G
ross
off
ices
wit
h G
.Abr
aham
son
and
K.K
halli
sh o
n sa
me.
12
/02
/20
19
C
all w
ith P
hysi
omed
Dr.
Tab
rizi a
nd D
r.W
ilson
re.
re
solv
e ou
tsta
ndin
g ba
lanc
e
12
/02
/20
19
E
mai
l to
Te
k G
roup
re:
enq
uire
req
uire
men
t of
tele
phon
e o
r in
tern
et li
ne to
con
tinue
mon
itorin
g ac
cess
; fe
tch
cust
om
er
cont
act i
nfor
mat
ion
to s
end
to
lega
l cou
nsel
fo
r th
eir
furt
he
r co
rres
pond
ence
; ca
ll w
ith
Stu
dio
Ath
letic
a ow
ner
rega
rdin
g o/
s un
paid
inv
oice
s;
resp
ond
to c
ust
om
er
emai
l fo
r th
eir
pro
duct
s;
13
/02
/20
19
R
emov
al o
f thr
ee lo
ts fr
om D
an
bu
ry a
uctio
n re
. M
oner
is
term
inal
s an
d IT
equ
ipm
ent r
equi
red
to m
ove
serv
ers;
pu
rcha
ser
emai
l/let
ter t
o cu
sto
me
rs/ d
iscu
ssio
n w
ith
K.K
allis
h an
d co
rrec
t em
ail t
o G
.Whi
te;
13
/02
/20
19
R
etur
n to
em
ails
and
cal
ls r
ecei
ved
from
var
ious
cu
stom
ers
and
debt
ors
and
upda
te A
R s
umm
ary;
em
ail
lllum
iti in
voic
es f
or
appr
oval
and
pay
men
t;
Pag
e 3
of 8
$2
65
.00
3.
20
848.
00
$315
.00
1.20
37
8.00
$315
.00
0.30
94
.50
$265
.00
0.90
23
8.50
$3
15
.00
0.
40
12
6.0
0
$265
.00
1.50
39
7.50
240F
ulle
r La
ndau
LLP
·
04
Mar
, 2
01
9
Pag
e 4
of 8
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
19
70-0
1-01
to
20
19
-02
-28
-
En
ga
ge
me
nt
Na
me
: O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip
to
On
tari
o O
rth
otic
s L
ab
Inc
. -
Re
ceiv
ers
hip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GTB
O
Gen
eral
JO
S 1
4/0
2/2
01
9
Att
en
da
nce
at H
amilt
on p
lan
t with
IP
pu
rch
ase
r to
$3
15.0
0 1.
20
378.
00
rele
ase
th
e b
ala
nce
of t
he
cu
sto
me
r file
s; p
ack
up
book
s an
d re
cord
s in
all
offic
es /f
iling
cab
inet
s an
d p
rep
are
for
rem
oval
; n
otif
y W
ayn
e C
ock
bu
rn o
f Ag
ility
H
ea
lth r
eco
rds
at t
he
pre
mis
es
an
d p
rovi
de
op
po
rtu
nity
fo
r hi
m t
o re
mo
ve s
am
e;
tele
ph
on
e d
iscu
ssio
ns
wit
h D
an
bu
ry G
lob
al (
D.L
ee
) re
. a
uct
ion
res
ults
; u
pd
ate
from
D
an
bu
ry G
loba
l re.
auc
tion
resu
lts;
CR
I A
GT
A
GT
80
G
ener
al
KEJ
1
4/0
2/2
01
9
Tra
ck M
oner
is a
nd A
me
x ch
arg
eb
ack
not
ifica
tions
; $2
65.0
0 1.
50
397.
50
coo
rdin
ate
with
CC
XIT
an
d in
tern
al I
T te
am f
or
re-
loca
tion
of s
erv
er,
se
tup
-w
ith n
ew
VP
N c
on
ne
ctio
ns
to
acc
ess
se
rve
r an
d fo
llow
up
on
issu
es
of H
OD
fai
lure
;
CR
I A
GT
A
GT
80
G
ener
al
JOS
15/0
2120
19
Fol
low
-up
Ph
ysio
me
d Y
ork
da
le a
nd K
en
ne
dy
AIR
$
31
5.0
0
0.30
94
.50
colle
ctio
ns
em
ail
to A
li T
ab
rizz
i an
d S
cott
Wils
on
CR
I A
GT
A
GT
80
G
ener
al
KEJ
1
5/0
2/2
01
9
Ga
the
r su
pp
ort
ing
do
cum
en
ts a
nd
re
spo
nd
to
2 M
on
eri
s $2
65.0
0 0.
90
238.
50
cha
rge
ba
cks;
CR
I A
GT
A
GT
80
G
ener
al
KEJ
19
/02/
2019
R
evi
ew
Mo
ne
ris
port
al f
or
an
y n
ew
dis
pu
tes;
$2
65.0
0 0.
50
13
2.5
0
CR
I A
GT
A
GT
80
G
ener
al
JOS
20
/02
/20
19
A
IR c
olle
ctio
n l
ett
er t
em
pla
te fr
om
Min
de
n G
ross
; $
31
5.0
0
0.50
1
57
.50
CR
I A
GT
A
GT
80
G
ener
al
JOS
21
/02
/20
19
R
evi
ew
Te
rt &
Ro
ss in
voic
e a
nd
dis
cuss
ion
with
Jo
hn
$
31
5.0
0
0.60
18
9.00
T
ert
iga
s re
. sa
me
; d
raft
and
se
nd
re
spo
nse
to
For
war
d M
otio
n's
lega
l cou
nsel
, B
en G
. B
lay,
Co
he
n H
igh
ley
LLP
;
CR
I A
GT
A
GT
80
G
ener
al
KEJ
2
1/0
2/2
01
9
Ga
the
r al
l su
pp
ort
ing
do
cum
en
ts fo
r S
law
ne
r in
ter-
$265
.00
0.40
1
06
.00
co
mp
an
y a
cco
un
ts;
241Fu
ller
Land
au L
LP
04
Mar
, 2
01
9
Bill
ing
Wo
rksh
ee
t
Pri
ma
ry P
art
ne
r -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
1970
-01-
01
to
2019
-02-
28
-E
ng
ag
em
en
t N
am
e:
On
tari
o O
rth
otic
s L
ab
Inc
. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
La
b I
nc.
-R
ece
ive
rsh
ip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
G
ener
al
JOS
CR
I A
GT
A
GT
80
G
ener
al
JOS
22
/02
/20
19
4
2 N
iaga
ra l
andl
ord,
re.
sch
edul
ing
wa
lk th
roug
h an
d re
turn
ing
keys
and
fina
l ut
ility
cut
-offs
.; di
scus
sion
with
J.
Ord
on
re.
dis
posa
l of e
mp
ty c
hem
ical
bar
rels
and
H
WIN
Ge
ne
rato
r n
um
be
r; t
ele
ph
on
e d
iscu
ssio
n w
ith
Ca
nn
on
and
Mo
ne
ris
re.
retu
rn o
f ph
oto
co
pie
rs a
nd
te
rmin
als
; d
raft
lett
er
to M
on
eri
s an
d cl
ose
00
La
b
me
rch
an
t acc
ount
; em
ail o
ffe
r to
Phy
siom
ed r
e.
outs
tand
ing
AfR
bal
ance
s.;
coor
dina
te r
emov
al o
f A
gili
ty H
ealth
rec
ords
fro
m p
rem
ises
; di
scus
sion
with
D
an
bu
ry re
. re
mo
val o
f la
st a
sse
t lo
ts fr
om p
rem
ise
s
25
/02
/20
19
J.
Ord
on
an
d □.Kruger o
f Ap
ex
En
viro
nm
en
tal r
e.
rem
ova
l o
f 22
glu
e c
on
tain
ers
an
d h
alf
co
nta
ine
r o
f oil;
n
oti
fy M
on
eri
s S
olu
tion
s to
clo
seo
ut 0
0 L
ab
Me
rch
an
t A
cco
un
t and
to
re
lea
se r
eser
ve;
tele
ph
on
e d
iscu
ssio
n
with
T.D
un
n r
e. r
esp
on
se fr
om
Nea
l A
nd
rew
s/A
ctiv
e
Arc
he
s to
co
llect
ion
le
tte
r; r
evi
ew
do
cum
en
ts f
rom
A
ctiv
e A
rch
es
an
d e
ma
il p
rop
ose
d s
ett
lem
en
t;
26
/02
/20
19
F
inal
wa
lk t
hro
ug
h a
nd p
ictu
res
take
n o
f bro
om s
we
pt
con
diti
on
of t
he
pre
mis
es;
pic
kup
3rd
pa
rty
eq
uip
me
nt
(Co
ge
co,
Bel
l, M
on
eri
s) t
o R
ece
ive
r's
off
ice
; re
turn
of
keys
to
lan
dlo
rd A
nd
rew
Lan
d H
old
ing
s a
lon
g w
ith f
inal
re
nt
che
qu
e;
rem
ova
l of f
inal
bo
oks
rec
ords
; te
lep
ho
ne
d
iscu
ssio
n w
ith R
ich
mo
nd
Hill
lan
dlo
rd a
nd
co
ord
ina
te
final
wa
lk t
hro
ug
h;
coo
rdin
ate
util
ity fi
nal
me
ter
rea
din
gs
with
Min
na
; cl
ose
Wa
ste
Co
nn
ect
ion
acc
ou
nt a
nd
a
rra
ng
e f
or
pic
kup
of
bins
; re
vie
w r
etai
l liq
uid
atio
n
acc
ou
ntin
g f
rom
Da
nb
ury
;
Pag
e 5
of 8
$315
.00
1.20
37
8.00
$315
.00
0.80
25
2.00
$315
.00
1.90
59
8.50
242F
ulle
r La
ndau
LLP
0
4 M
ar,
20
19
P
ag
e 6
of 8
B
illin
g W
ork
she
et
Pri
ma
ry P
art
ne
r-C
lien
t Co
de
F
ilter
s U
sed
: -
Tim
e E
xpe
nse
Dat
e:
1970
-01-
01
to
20
19
-02
-28
-
En
ga
ge
me
nt N
am
e:
On
tari
o O
rth
otic
s L
ab
Inc
. -
Re
ceiv
ers
hip
to
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
ive
rsh
ip
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
en
era
l K
EJ
27
/02
/20
19
ca
nce
llati
on
of i
nsu
ran
ce;
con
fere
nce
cal
l with
lllu
miti
$
26
5.0
0
1.2
0
318.
00
an
d p
urc
ha
ser
re:
da
ta m
igra
tion
of p
atie
nt r
eco
rds
sto
red
in S
AP
; re
qu
est
CC
XIT
to
allo
w S
AP
acc
ess
to
lll
um
iti;
veri
fica
tion
of a
cco
un
t re
ceiv
ab
le a
mo
un
t re
port
ed b
y D
r. R
ob
ert
Wa
ybra
nt a
nd
Dr.
Don
ald;
CR
I A
GT
A
GT
80
G
ener
al
JDS
2
8/0
2/2
01
9
Re
vie
w D
an
bu
ry fi
nal
au
ctio
n a
nd
liq
uid
atio
n s
ale
$
31
5.0
0
0.8
0
25
2.0
0
acc
ou
ntin
g;
up
da
te E
RV
; te
lep
ho
ne
co
nfe
ren
ce w
ith
Spi
ro P
(D
on V
alle
y H
ealth
} re
. ou
tsta
ndin
g ba
lanc
e;
sett
lem
en
t o
f Dr.
Wa
ybra
nt a
nd
Dr.
Gu
ere
tte
ou
tsta
ndin
g ba
lanc
e; o
ccup
atio
n di
sbur
sem
ents
p
roce
sse
d f
or
pa
yme
nt;
te
lep
ho
ne
dis
cuss
ion
with
D
.Kru
ge
r a
t Ap
ex
En
viro
nm
en
tal
re.
rem
ova
l o
f em
pty
d
rum
s
CR
I A
GT
A
GT
80
G
en
era
l K
EJ
28
/02
/20
19
W
SIB
dis
cuss
ion
, M
on
eri
s a
nd
Am
ex
cha
rge
ba
cks
$2
65
.00
2
.10
55
6.50
tr
acki
ng;
att
en
d c
all
rece
ived
fro
m M
on
eri
s fo
r fu
rth
er
info
rma
tion
on
tra
ckin
g n
um
be
r fo
r o
f the
ch
arg
eb
ack
s;
retu
rn c
alls
rec
eive
d fr
om d
eb
tors
; u
pd
ate
AR
sch
ed
ule
b
ase
d o
n a
sce
nd
an
d e
ma
il/ca
ll lo
gs;
AG
TT
ota
ls:
39.6
0 11
,229
.00
CR
I C
BA
C
BA
53
B
an
kin
g
MN
B
07
/02
/20
19
D
ece
mb
er
ba
nk
recs
. $
13
5.0
0
0.1
7
22.9
5
CB
AT
ota
ls:
0.17
22
.95
CR
I C
PR
C
PR
80
G
ener
al
GF
A
11
/02
/20
19
P
rep
are
for
and
me
et K
en r
e:O
OL
AB
AIR
an
d c
olle
ctio
n
$5
00
.00
1.
40
700.
00
issu
es
an
d p
rogr
am;
dis
cuss
IP p
urc
ha
ser
com
mu
nic
atio
n.
CR
I C
PR
C
PR
80
G
ener
al
GF
A
12
/02
/20
19
C
all w
ith P
hys
iom
ed
re
:A/R
ba
lan
ces
an
d r
eso
lvin
g
$5
00
.00
0
.40
2
00
.00
is
sue
s.
CR
I C
PR
C
PR
80
G
en
era
l G
FA
1
3/0
2/2
01
9
Cal
l with
GS
NH
/Wa
yne
an
d k
en r
e:S
law
ne
r sta
tus;
$
50
0.0
0
0.3
0
150.
00
follo
w u
p a
fte
r ca
ll w
ith K
en
re:
issu
es.
CR
I C
PR
C
PR
80
G
ener
al
GF
A
28
/02
/20
19
R
evi
ew
Sla
wn
er
AP
A;
call
with
Sh
eri
re
:sa
me
an
d
$5
00
.00
0.
60
30
0.0
0
est
ima
ted
dis
trib
utio
n; q
ue
ry A
R o
/s is
sue
CP
R T
ota
ls:
2.70
1,
350.
00
CR
I R
EC
R
EC
80
G
en
era
l G
FA
0
1/0
2/2
01
9
Me
et J
osh
and
Ke
yur
re:a
ctiv
itie
s u
pd
ate
in p
art
icu
lar
$5
00
.00
0
.50
2
50
.00
A
R s
tatu
s.
CR
I R
EC
R
EC
80
G
ener
al
MLN
0
1/0
2/2
01
9
Pa
y o
uts
tan
din
g d
isb
urs
em
en
ts -
00
Lab
and
Pre
mie
r $
24
5.0
0
0.9
0
22
0.5
0
243F
ulle
r La
ndau
LLP
0
4 M
ar,
20
19
P
age
7 o
f 8
Bil
lin
g W
ork
sh
ee
t
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filte
rs U
sed:
-
Tim
e E
xpen
se D
ate:
19
70-0
1-01
to
20
19-0
2-28
-
Eng
agem
ent
Nam
e:
Ont
ario
Ort
hotic
s La
b In
c. -
Rec
eive
rshi
p to
O
ntar
io O
rtho
tics
Lab
Inc.
-R
ecei
vers
hip
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A}
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/0
2/20
19
Cal
l to
Pitn
ey B
owes
re:
P
rem
ier
post
age
mac
hine
$2
45.0
0 1.
70
416.
50
rele
ase;
AIR
dep
osit
-P
rem
ier;
upd
ate
WE
PP
onl
ine
-0
0 L
ab;
revi
ew S
ervi
ce C
anad
a co
rres
pond
ence
re:
R
OE
s
CR
I R
EC
R
EC
80
Gen
eral
G
FA
05
/02/
2019
U
pdat
e ca
ll w
ith W
ayne
re:
Sla
wne
r $5
00.0
0 0.
30
150.
00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
05/0
2/20
19
Util
ity r
efun
d de
posi
t; up
date
Dan
bury
wire
bal
ance
due
$2
45.0
0 2.
25
551.
25
NM
G;
upda
te W
EP
P p
aym
ent l
og,
trac
k pr
iorit
y am
ount
; W
EP
P e
mai
l -
Pre
mie
r, c
redi
tor
quer
ies
Pre
mie
r and
00
Lab
CR
I R
EC
R
EC
80
Gen
eral
M
LN
06/0
2/20
19
Var
ious
ban
king
; cr
edito
r qu
erie
s $2
45.0
0 0.
70
171.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
07/0
2/20
19
RT
00
02
req
ues
ts;
sen
d r
elea
se l
ette
r to
Xe
rox
-P
rem
ier
$245
.00
1.10
26
9.50
CR
I R
EC
R
EC
80
Gen
eral
G
FA
08
/02/
2019
M
eet
Key
ur a
nd J
osh
re:u
pdat
e -
disc
uss
AR
sta
tus,
IT
$5
00.0
0 0.
50
250.
00
issu
es,
HS
T,
and
liqui
datio
n sa
le s
tatu
s; r
evie
w u
pdat
ed
ER
V
CR
I R
EC
R
EC
80
Gen
eral
M
LN
08/0
2/20
19
Follo
w u
p P
itney
Bow
es;
upda
te W
EP
P p
aym
ent l
og;
$245
.00
1.40
34
3.00
re
send
RT
0002
CR
I R
EC
R
EC
80
Gen
eral
M
LN
11/0
2/20
19
Rev
iew
Mon
eris
act
ivity
$2
45.0
0 0.
40
98.0
0
CR
I R
EC
R
EC
80
Gen
eral
M
LN
14/0
2/20
19
AIR
dep
osits
; va
rious
ban
king
, P
itney
; re
view
$2
45.0
0 1.
40
343.
00
corr
espo
nden
ce r
e: a
ir p
aym
ents
CR
I R
EC
R
EC
80
Gen
eral
M
LN
15/0
2/20
19
Em
ails
con
firm
ing
E&
Y w
ire;
vario
us b
anki
ng
$245
.00
0.75
18
3.75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
19/0
2/20
19
Tra
ck n
et a
mou
nt o
f Mon
eris
col
lect
ions
Jan
1-$2
45.0
0 0.
75
183.
75
Feb
15/1
9; W
EP
P q
uery
CR
I R
EC
R
EC
80
Gen
eral
M
LN
20/0
2/20
19
Dep
osit
air,
var
ious
mai
l; cr
edito
r qu
erie
s $2
45.0
0 1.
40
343.
00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/0
2/20
19
Pay
out
stan
ding
dis
burs
emen
ts;
canc
ella
tion
Cog
eco
$245
.00
1.70
41
6.50
se
rvic
es
CR
I R
EC
R
EC
80
Gen
eral
M
LN
25/0
2/20
19
Follo
w u
p P
itney
Bow
es;
emai
l C
ogec
o re
: m
odem
$2
45.0
0 1.
50
367.
50
retu
rn;
revi
ew v
ario
us r
e: v
acat
ing
prem
ises
; 20
18 T
4
CR
I R
EC
R
EC
80
Gen
eral
M
LN
26/0
2/20
19
AIR
dep
osit;
rev
iew
var
ious
mai
l, cr
edito
r qu
erie
s $2
45.0
0 0.
75
183.
75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
27/0
2/20
19
arra
nge
for
retu
rn o
f var
ious
equ
ipm
ent
$245
.00
0.70
17
1.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
28/0
2/20
19
Res
pond
to
WE
PP
que
ry -
QA
lcan
tara
; se
nd
$245
.00
1.70
41
6.50
ca
ncel
latio
n no
tice
to A
lect
ra a
nd U
nion
Gas
re:
42
Nia
gara
; ai
r
RE
C T
ota
ls;
20.4
0 5,
329.
50
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
65
.87
18,2
42.9
3
2440
4 M
ar,
2019
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
19
70
-01-
01
to
2019
-02-
28
Ful
ler
Land
au L
LP
Bil
lin
g W
ork
sh
ee
t
Pri
ma
ry P
artn
er -
Clie
nt C
ode
-E
ng
ag
em
en
t Na
me:
O
nta
rio
Ort
ho
tics
Lab
Inc.
-R
ece
iver
ship
to
Ont
ario
Ort
ho
tics
Lab
In
c. -
Rec
eive
rsh
ip
Pri
ma
ry P
artn
er:
Ab
rah
amso
n G
, G
ary
(G
FA
)
Em
plo
yee
Su
mm
ary
Pri
ma
ry P
artn
er A
bra
ham
son
G, G
ary
To
tals
:
Gra
nd
To
tals
:
Abr
aham
son
G, G
ary
(G
FA
) B
axte
r, M
oniq
ue (
MN
B)
Jariw
ala,
Ke
yur
(KE
J)
Mur
phy,
Sha
rry
(SD
M)
Niv
a, M
inna
(M
LN)
Sa
mso
n, J
oshu
a (J
OS
) T
ota
l N
et W
ip
WIP
$18,
24
2.9
3
WIP
$18,
24
2.9
3
Pag
e 8
of 8
4.00
2,
000.
00
0.1
7
22.9
5 24
.90
6,59
8.50
3.
00
300.
00
19.1
0 4,
679.
50
14.7
0 4,
630.
50
65.8
7 18
,231
.45
Pro
gre
ss
Ne
tWIP
$0.0
0 $1
8,24
2.93
Pro
gre
ss
Ne
tWIP
$0.
00
$1
8,24
2.9
3
245I!!-... THE FULLER
~ ) LANDAU GROUP1NC
July 31, 2019
Ontario Orthotics Lab Inc. c/o The Fuller Landau Group Inc. in its capacity as Court Appointed Receiver 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4
Attention: Gary Abrahamson
INVOICE
TO PROFESSIONAL SERVICES RENDERED:
Invoice No. 136977
Client No. 1308124:02 GFA
With respect to our appointment as Court Appointed Receiver of Ontario Orthotics Lab Inc. and Premier Footworks Inc. for the period March 1, 2019 to March 31, 2019 including:
• Final walk through of premises at 20 Vogell Road with the Landlord and Danbury, and turnover of premises to landlord and obtain signoff;
• Draft and forward email correspondence to landlord and D. Saldanha and M. Jackson of E& Y re: request for lease disclaimer;
• Review and respond the correspondence from Kastner Law regarding JD Cowen AIR; • Track chargebacks and fax documents for Moneris re. credit card chargebacks; • Coordinate the cancellation of alarm monitoring services at 42 Niagara St. and 20 Vogell Rd
premises; • Internal meeting regarding Slawner Court Materials re. sale and vesting order of Slawner assets; • Attend on telephone conference call with Chris Roode and E. Moss regard Slawner inter-company
back-up documents and records, and completion of Premier and 00 Lab HST audits; • Update A/R schedule and chargeback summary based on new information; • Call with C. Roode regarding inter-company accounts supporting documentation, coordinate with
CCXIT to provide SAP access to C. Roode; • Review Torkin Manes request re College of Chiropodist's complaint and request for patient records
and Premier Footworks records, and telephone call with Ken Kallish to discuss; • Numerous telephone calls with C. Roode and CRA regarding setting meeting dates for completion
of audit; • Review of various Settlement Offers, provide counteroffers and offer settlement agreements; • Prepare summary for chargeback disputes, email summary to J. Samson and telephone discussion
regarding clarification; • Internal meetings to review AIR settlement offers and counteroffers; • Internal meetings to review AIR collections and various issues, and update A/R schedule, ERV and
SRO; • Drafting Receiver's Report to Court and updates to same with current information; • Numerous calls to requesting details of accounts, disputes and requests for release/return of third
party leased and rented equipment;
Please remit to: THE FULLER LANDAU GROUP INC.
Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4 Toronto, Hamilton
.. . turn over for Page 2
Tel : (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
246
Ontario Orthotics Lab Inc. July 31, 2019 Page2
• Review and release of Minutes of Settlement and final release, discussion the T. Dunn regarding same, scan and email executed copies of both documents to opposing counsel, discussion with K. Kallish regarding Confidentiality Agreement for release of patient information to Torkin Manes and drafting and vetting of same with K. Kallish;
• Correspondence regarding cancellation of utilities; pay outstanding disbursements; creditors queries; and follow-up with employees on outstanding WEPP claims for Premier;
• Attending to all banking matters; and • Generally, all other matters relating to the above not specifically detailed herein.
OUR STANDARD FEE
G. Abrahamson - 1.80 hrs. @ $500.00/hr. J. Samson - 10.40 hrs.@ $315.00/hr. K. Jariwala - 20.90 hrs. @ $265.00/hr. M. Niva - 14.60 hrs. @ $245.00/hr. M. Baxter - 0.17 hr.@ $135.00/hr.
Our fee ......... .................................. .................. ..... .... ........ .. ..... ....... .. ........ ..... ...... .. .... $ 13,314.45
HST.. .... ....... .................. .................. .. ...................... ... ... ......... .............. ..... ................. 1,730.88 -----'----BALANCE DUE ..... ....... ................ .. .............................. .............................. ............ ... $ 15,045.33
=======
HST Registration No. R130795669
Payment is due on receipt of account. Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Cardholders Name:
Credit Card Type:
Credit Card Number:
Si nature:
Please remit to: THE FULLER LANDAU GROUP INC.
Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4
D Visa D MasterCard
Toronto, Hamilton
CVD:
Expiration Date:
Date:
Tel : (416) 645-6500 Fax (416) 645-6501
www.fullerllp.com
2470
6 A
ug,
20
19
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
-E
ng
ag
em
en
t ID
: 1/
1/20
00 t
o 3/
31/2
019
1308
124:
02 t
o 13
0812
4:02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, Gar
y (G
FA
)
Mas
ter
Clie
nt:
130
8124
-O
ntar
io O
rtho
tics
Lab
Inc.
13
0812
4:02
-O
nta
rio
Ort
ho
tics
La
b In
c. -
Rec
eive
rsh
ip -
GF
A
WIP
CR
I A
GT
A
GT
80
Gen
eral
JO
S
CR
I A
GT
A
GT
80
G
ener
al
KE
J
CR
I A
GT
A
GT
80
Gen
eral
JO
S
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
CR
I A
GT
A
GT
80
Gen
eral
JO
S
CR
I A
GT
A
GT
80
Gen
era
l K
EJ
Ful
ler L
anda
u LL
P
Bill
ing
Wo
rksh
eet
Prim
ary
Par
tner
-C
lien
t Cod
e
Mem
o
Ret
ain
er B
alan
ce
0.00
W
IP
13,3
14.4
5
01/0
3/20
19
Att
enda
nce
at 2
0 V
oge
ll R
oad
with
land
lord
Gle
nn
God
frey
and
fin
al w
alk
thro
ugh
, tak
e pi
ctur
es,
retu
rn
keys
and
obt
ain
sign
off o
n pr
emis
es;
requ
est f
rom
la
ndlo
rd s
eeki
ng "
Tru
stee
leas
e di
scla
imer
" ; d
raft
and
fo
rwar
d em
ail c
orre
spon
denc
e to
land
lord
and
D
.Sal
danh
a an
d M
.Jac
kson
of E
& Y
re
. lea
se
disc
laim
er;
revi
ew a
nd r
espo
nd t
o co
rres
pond
ence
from
K
astn
er L
aw
re.
JD C
owen
AIR
of $
22K
;
01/0
3/20
19
Tra
ck M
oner
is a
nd A
me
x ch
arge
back
s, f
ax
docu
men
ts
to M
oner
is fo
r 3
char
geba
cks;
coo
rdin
ate
(em
ails
and
ca
lls)
for
canc
ella
tion
of a
larm
mon
itorin
g se
rvic
e a
t 42
Nia
gara
str
eet p
rem
ises
and
20
Vog
ell
road
;
04/0
3/20
19
Mee
ting
with
K.J
ariw
ala
and
G.A
brah
amso
n re
. S
law
ner
inte
r com
pany
, te
leph
one
conf
eren
ce c
all w
ith C
.Roo
de
E.M
oss
and
K.J
ariw
ala
re.
a)
Sla
wne
r in
terc
ompa
ny
back
ups
docu
men
ts a
nd r
ecor
ds,
b) c
ompl
etio
n o
f P
rem
ier
and
00
Lab
HS
T a
udits
;
04/0
3/20
19
Mee
ting
with
Gar
y an
d Jo
sh re
: st
atu
s o
f liq
uida
tion
of
asse
ts,
colle
ctio
n o
f acc
ount
rec
eiva
ble,
sta
tus
of
Sla
wne
r, u
pdat
e E
RV
and
oth
er m
isce
llane
ous
issu
es;
upda
te A
R s
ched
ule;
upd
ated
cha
rgeb
ack
sum
ma
ry
base
d on
ne
w in
fo o
n M
oner
is p
orta
l; ca
ll w
ith C
hris
re
: in
ter-
com
pany
acc
ount
s su
ppor
ting
docu
men
ts;
coor
dina
te C
CX
IT to
pro
vide
SA
P a
cces
s to
Chr
is;
05/0
3/20
19
Rev
iew
of P
aul G
insb
erg/
Col
lege
of C
hiro
podi
sts
com
plai
nt a
nd r
eque
st fo
r pa
tient
rec
ords
and
Pre
mie
r F
ootw
orks
rec
ords
-ca
ll w
ith K
en K
allis
h on
sa
me
05/0
3/20
19
Coo
rdin
ate
with
Chr
is a
nd C
RA
(se
vera
l cal
ls a
nd
emai
ls)
re:
pla
nnin
g m
eetin
g da
tes
for
com
ple
tion
of
audi
t;
Pro
gre
ss
0.00
Rat
e $3
15.0
0
$265
.00
$315
.00
$265
.00
$315
.00
$265
.00
Ho
urs
1.40
4.50
0.80
1.90
0.50
0.50
Ne
tWIP
13
,314
.45
Pag
e 1
of 5
AR
Bal
ance
21
,696
.49
Am
ou
nt
441.
00
1,19
2.50
252.
00
503.
50
157.
50
132.
50
248F
ulle
r La
ndau
LLP
0
6A
ug
, 2
01
9
Pa
ge
2 o
f 5
Bill
ing
Wor
kshe
et
Pri
ma
ry P
artn
er -
Clie
nt C
od
e
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate:
1
/1/2
00
0 t
o 3
/31
/20
19
-
En
ga
ge
me
nt I
D:
13
08
12
4:0
2 t
o 1
30
81
24
:02
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
JOS
0
6/0
3/2
01
9
Re
vie
w o
f se
ttle
me
nt
off
er f
rom
Rya
n K
erb
el/F
oo
t $
31
5.0
0
0.20
63
.00
Med
ical
Cen
tre;
pro
vide
cou
nter
off
er
to R
yan
Ker
bel;
dis
cuss
ion
with
Ale
xis
at
Bro
ckvi
lle C
hir
op
ract
ic re
. co
un
ter
off
er
and
sett
lem
en
t ag
ree
me
nt
CR
I A
GT
A
GT
80
G
ener
al
KE
J 0
6/0
3/2
01
9
Pre
pare
su
mm
ary
for
Mon
eris
Ch
arg
eb
ack
dis
pute
s lo
st
$265
.00
0.50
13
2.50
d
ue
to a
bse
nce
of s
hip
pin
g a
nd d
eliv
ery
do
cum
en
ts;
em
ail
sum
ma
ry to
Jo
sh to
fu
rth
er d
iscu
ss w
ith f
orm
er
em
plo
yee
to u
nder
stan
d th
e r
easo
n fo
r m
issi
ng
info
rma
tion
;
CR
I A
GT
A
GT
80
G
ener
al
JOS
1
1/0
3/2
01
9
Re
vie
w s
ett
lem
en
t off
ers
rec
eive
d fr
om A
cad
em
y $3
15.0
0 0.
50
15
7.5
0
Chi
ropo
dy,
JD C
owen
Fo
ot C
linic
, an
d fo
rwar
d sa
me
to
Ke
yur
an
d G
ary;
co
un
ter
off
ers
to
Ph
ysic
Me
d/D
r. S
cott
W
ilso
n r
e. s
ett
lem
en
t; c
all f
rom
Gle
nn G
odfr
ey/la
ndlo
rd
with
invo
ice
s fo
r re
nt a
nd r
eq
ue
st fo
r d
iscl
aim
er
CR
I A
GT
A
GT
80
G
ener
al
JOS
1
2/0
3/2
01
9
Me
etin
g w
ith K
.Jar
iwal
a a
nd
G.A
bra
ha
mso
n r
e. r
evi
ew
$
31
5.0
0
0.80
25
2.00
A
IR c
olle
ctio
ns
an
d s
ett
lem
en
t off
ers
from
clin
ics;
co
rre
spo
nd
en
ce to
Fo
ot M
edic
al,
J.D
Co
we
n F
oo
t C
linic
, a
nd
Aca
de
my
Ch
iro
po
dy
re.
cou
nte
r o
ffe
rs a
nd
se
ttle
me
nt.
CR
I A
GT
A
GT
80
G
ener
al
KE
J 12
/03/
2019
M
ee
ting
with
Ga
ry a
nd
Jo
sh r
e: A
R c
olle
ctio
n s
tatu
s;
$2
65
.00
2
.20
58
3.00
u
pd
ate
AR
sch
ed
ule
ba
sed
on
act
ua
l co
llect
ion
till
dat
e;
CR
I A
GT
A
GT
80
G
ener
al
JOS
1
3/0
3/2
01
9
Re
ceiv
er's
re
po
rt to
Cou
rt;
AIR
co
llect
ion
s re
conc
iliat
ion
$3
15
.00
1.
90
598.
50
an
d c
ha
rge
ba
cks
CR
I A
GT
A
GT
80
G
ener
al
JOS
1
4/0
3/2
01
9
Re
ceiv
ers
re
po
rt to
co
urt
$3
15.0
0 1.
60
504.
00
CR
I A
GT
A
GT
80
G
ener
al
KE
J 1
4/0
3/2
01
9
OO
LA
B -
Sta
tus
of N
R c
olle
ctio
n an
d u
pd
ate
ER
V;
call
$265
.00
0.70
18
5.50
C
RA
re:
coo
rdin
atio
n t
o p
lan
GS
T a
ud
it;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 1
5/0
3/2
01
9
Gal
l P
itne
y B
owes
reg
ardi
ng s
tatu
s to
ret
urn
a p
ost
ag
e
$2
65
.00
0.
50
13
2.5
0
ma
chin
e;
CR
I A
GT
A
GT
S0
G
ener
al
KE
J 1
8/0
3/2
01
9
Cal
l with
CR
A re
: co
nfir
ma
tion
of G
ST
au
dit;
re
vie
w
$265
.00
1.20
31
8.00
M
on
eri
s ch
arg
eb
ack
dis
pute
; pu
ll up
Pu
rola
tor
tra
ckin
g
info
rma
tion
fo
r 1
cust
om
er
dis
pu
ting
de
live
ry (M
on
eri
s ch
arge
back
)
CR
I A
GT
A
GT
80
G
ener
al
KE
J 1
9/0
3/2
01
9
Fet
ch t
op 1
0 sa
les
invo
ice
-o
ne
for
each
diff
ere
nt
$265
.00
0.90
2
38
.50
cu
sto
me
r fo
r G
ST
aud
it;
249Fu
ller
Land
au L
LP
06
Au
g,
2019
P
age
3 o
f 5
Bill
ing
Wo
rksh
eet
Prim
ary
Par
tner
-C
lient
Cod
e Fi
lters
Use
d:
-Ti
me
Exp
ense
Dat
e:
1/1/
2000
to
3/31
/201
9 -
Eng
agem
ent
ID:
1308
124:
02 t
o 13
0812
4:02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
20/0
3/20
19
Upd
ate
AR
sch
edul
e an
d E
RV
-up
to
Mar
ch 2
0, 2
019
$265
.00
1.80
47
7.00
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
21/0
3/20
19
Fetc
h sh
ippi
ng in
form
atio
n fo
r pr
oduc
ts d
eliv
ered
and
$2
65.0
0 2.
40
636.
00
send
fax
to M
oner
is f
or d
ispu
ted
char
geba
ck;
mee
ting
wit
h J
osh
and
Gar
y re
: di
scus
s A
R s
tatu
s, E
RV
and
ot
her
issu
es;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
22/0
3/20
19
JD C
owen
Foo
t Clin
ic m
inut
es o
f set
tlem
ent a
nd f
inal
$3
15.0
0 0.
30
94.5
0 re
leas
e, d
iscu
ssio
n w
ith T
im D
unn
on s
ame;
sca
n an
d em
ail
exec
uted
cop
ies
of b
oth
docu
men
ts to
opp
osin
g co
unse
l; di
scus
sion
with
KK
allis
h re
. ne
ed f
or
conf
iden
tialit
y ag
reem
ent i
f pat
ient
info
rmat
ion
is b
eing
re
leas
ed b
y C
linik
o to
Tor
kin
Man
es;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
22/0
3/20
19
Pro
vide
WE
PP
det
ails
to M
inna
for
em
ploy
ees
who
$2
65.0
0 1.
90
503.
50
have
not
yet
file
d cl
aim
; fo
llow
up
with
one
cus
tom
er
for
paym
ent;
upda
te in
terim
SR
D u
p to
Mar
ch 1
8, 2
019
and
disc
uss
with
Jos
h;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
25/0
3/20
19
Dra
ft co
nsen
t of i
nfor
mat
ion
to C
linik
o, v
et w
ith
$315
.00
2.20
69
3.00
K
.Kal
lish;
dra
ft R
ecei
ver's
1st
repo
rt to
cou
rt a
nd S
RD
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
25/0
3/20
19
Res
pons
e to
Mon
eris
cha
rgeb
ack
$265
.00
0.80
21
2.00
CR
I A
GT
A
GT
80
Gen
eral
JO
S
26/0
3/20
19
Col
lect
ions
of P
hysi
omed
bal
ance
-di
scus
s w
ith K
en
$315
.00
0.20
63
.00
Kal
lish
and
need
for
lega
l to
send
out
lette
r
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
28/0
3/20
19
Cal
l Am
ex a
nd s
end
emai
l re
ques
ting
acco
unt f
or
$265
.00
1.10
29
1.50
pe
riod
Dec
201
8 to
Mar
ch 2
019
and
tran
sfer
fund
s (b
alan
ce w
ith h
eld
rese
rves
if a
ny) t
o R
ecei
ver;
cre
ate
onlin
e ac
cess
on
Am
ex p
orta
l; ca
ll C
RA
and
fax
se.
245
no
tice;
AG
TT
ota
ls:
31.3
0 8,
814.
50
CR
I C
BA
C
BA
53
Ban
king
M
NB
07
/03/
2019
Ja
nuar
y ba
nk r
ecs.
$1
35.0
0 0.
17
22.9
5
CS
A T
otal
s:
0.17
22
.95
CR
I C
PR
C
PR
80
Gen
eral
G
FA
01
/03/
2019
R
evie
w o
f Sla
wne
r C
ourt
Mat
eria
ls.
$500
.00
0.90
45
0.00
CR
I C
PR
C
PR
80
Gen
eral
G
FA
04
/03/
2019
U
pdat
e m
eetin
g w
ith J
osh
and
KJ.
$5
00.0
0 0.
50
250.
00
CR
I C
PR
C
PR
80
Gen
eral
G
FA
21
/03/
2019
M
eet J
osh
and
KJ
re:is
sues
upd
ate
$500
.00
0.40
20
0.00
CP
R T
ota
ls:
1.80
90
0.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
01/0
3/20
19
Can
cella
tion
of A
lect
ra a
nd E
nbrid
ge -
Pre
mie
r; v
ario
us
$245
.00
0.90
22
0.50
em
ails
, ba
nkin
g
25006
Aug
, 20
19
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
1111
2000
to
313
1120
19
-E
ngag
emen
t ID
: 13
0812
4:02
to
13
0812
4:02
Pri
ma
ry P
artn
er:
Ab
rah
amso
n G
, G
ary
(G
FA
)
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
era
l
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
CR
I R
EC
R
EC
80
Gen
eral
Em
plo
yee
Su
mm
ary
Pri
ma
ry P
artn
er A
bra
ham
son
G, G
ary
To
tals
:
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
MLN
Fulle
r La
ndau
LLP
Bil
lin
g W
ork
sh
ee
t
Prim
ary
Par
tner
-C
lient
Cod
e
0410
3120
19
Janu
ary
bank
ing
reco
ncili
atio
n -0
0 L
ab M
oner
is
activ
ity in
3rd
par
ty a
ccou
nt;
air
depo
sits
: wir
e co
nfirm
atio
ns
0510
3120
19
0610
3120
19
0710
3120
19
0810
3120
19
1810
3120
19
2010
3120
19
2110
3120
19
NR
dep
osits
-0
0 L
ab a
nd P
rem
ier
NR
dep
osits
Cal
l to
conf
irm E
nbrid
ge a
ccou
nt fi
naliz
ed -
20 V
ogel
l; pa
y ou
tsta
ndin
g di
sbur
sem
ents
and
var
ious
oth
er
bank
ing
Pa
y ou
tsta
ndin
g di
sbur
sem
ents
; em
ail t
o H
SB
C re
: ba
nkin
g er
ror
de
bit
from
inc
orre
ct a
ccou
nt;
revi
ew
Mon
eris
NR
dep
osits
; Ja
nuar
y ba
nkin
g
Rev
iew
mai
l; cr
edito
r qu
erie
s
Upd
ate
Mon
eris
3rd
pa
rty
colle
ctio
ns;
conf
irm a
ir w
ires,
up
date
s; F
ebru
ary
Mon
eris
dep
osit/
with
draw
als
reco
ncili
atio
n; a
ir d
epos
it; p
ay
outs
tand
ing
di
sbur
sem
ents
2210
3120
19
NR
dep
osit;
pay
out
stan
ding
dis
burs
emen
ts; e
mai
l to
San
dpip
er to
clo
se a
ccou
nt;
upda
te W
EP
P p
aym
ent
log
; tra
ck u
nfile
d em
ploy
ee c
laim
s fo
r P
rem
ier
2510
3120
19
Rev
iew
sta
tus
of 3
em
ploy
ees
re: o
utst
andi
ng W
EP
P
clai
ms
for
Pre
mie
r: u
pdat
e W
EP
P o
nlin
e (M
Rim
mer
);
emai
l MH
ejra
n re
: W
EP
P d
ocum
ents
; em
ail r
e: p
atie
nt
reco
rds
2610
3120
19
Cal
l to
MH
ejra
n re
WE
PP
cla
im;
upda
te W
EP
P o
nlin
e
2710
3120
19
Cal
ls M
Hej
ran;
upd
ate
WE
PP
onl
ine;
var
ious
ban
king
2810
3120
19
Pitn
ey B
owes
fol
low
up;
cre
dito
r qu
ery
RE
C T
ota
ls:
On
tari
o O
rth
oti
cs L
ab I
nc.
-R
ecei
vers
hip
Abr
aham
son
G,
Gar
y (G
FA
) B
axte
r, M
oniq
ue
(MN
B)
Jariw
ala,
Key
ur (
KE
J)
Niv
a, M
inna
(M
LN)
Sam
son,
Jos
hua
(JO
S)
To
tal
Ne
t Wip
WIP
$13,
314.
45
Pag
e 4
of 5
$245
.00
1.25
30
6.25
$245
.00
0.60
14
7.00
$245
.00
0.40
98
.00
$245
.00
1.40
34
3.00
$245
.00
1.10
26
9.50
$245
.00
1.1
0
269.
50
$245
.00
0.70
17
1.50
$245
.00
2.60
63
7.00
$245
.00
1.75
42
8.75
$245
.00
1.10
26
9.50
$245
.00
0.40
98
.00
$245
.00
0.70
17
1.50
$245
.00
0.60
14
7.00
14
.60
3,57
7.00
47.8
7 13
,314
.45
1.80
90
0.00
0.
17
22.9
5 20
.90
5,53
8.50
14
.60
3,57
7.00
10
.40
3,27
6.00
47
.87
13,3
14.4
5
Pro
gre
ss
Ne
tWIP
$0
.00
$1
3,31
4.45
2510
6 A
ug
, 20
19
Filt
ers
Use
d:
-T
ime
Exp
en
se D
ate
: 1
/1/2
00
0 t
o 3
/31
/20
19
-
En
ga
ge
me
nt I
D:
1308
124:
02 t
o 1
30
81
24:
02
Gra
nd
To
tals
:
Fu
ller L
anda
u LL
P
Bil
lin
g W
ork
sh
ee
t
Pri
ma
ry P
art
ne
r -C
lien
t Co
de
WIP
$13,
314.
45
Pro
gre
ss
$0.0
0
Ne
tWIP
$13,
314.
45 P
ag
e 5
of 5
252I!!-.... THE FULLER
~ ) LANDAU GROUP1Nc October 31, 2019
Ontario Orthotics Lab Inc. c/o The Fuller Landau Group Inc. in its capacity as Court Appointed Receiver 151 Bloor Street West, 12th Floor Toronto, ON M5S 1 S4
Attention: Gary Abrahamson
INVOICE
FOR PROFESSIONAL SERVICES RENDERED:
Invoice No. 138267
Client No. 1308124:02 GFA
With respect to our appointment as Court Appointed Receiver of Ontario Orthotic Lab Inc. and Premier Footworks Inc. for the period April 1, 2019 to October 31, 2019 as set out in the attached time dockets including:
• Coordinating final payroll trust exams and HST audits with Canada Revenue Agency (CRA); • Reviewing and compiling requested records and reports requested by CRA for payroll and HST
audits; • Reviewing adjustments and audit results statement from CRA; • Preparing and allocating occupation disbursements between debtor companies (00 Lab and
Premier) and among Veba Sock Company inventory recoveries and forwarding schedule and offer to E&Y;
• A/R collections - responding to Moneris re. customer credit card chargebacks/disputes and providing requesting supporting documentation;
• AIR collections - Correspondence to and discussions with Moneris for final payouts of reserves; • AIR collections - Settlement discussions with 00 Lab customers including Physiomed; • AIR collections - final demands issued to unpaid customer accounts; • Collection of Slawner Ltee intercompany AIR including compiling and filing proof of claims with MNP
for amounts due to 00 Lab and Premier; • Review of MNP/Slawner Ltee draft statement of receipts and disbursements and dividend sheet; • Attendance on inspector meetings and creditor meeting via telephone conference with MNP re.
Slawner estate and review of interim distribution documents; • Conference call with Receiver's legal counsel re. demands to Axiomatic Art and42 Niagara St.
Holdings; • Correspondence with Debtor's auditors re. working papers and supporting records for Axiomatic Art
and 42 Niagara St. indebtedness; • Corresponding with IT provider and arranging for the shutdown of servers and removal of hardware
into storage; • Reporting to RBC; • Preparing and finalize Receiver's Court Report and Statement of Receipts and Disbursements; • Filing post receivership HST returns and correspondence with CRA on same; • Wage Earner Protection Program (WEPP) processing; • Attending to all banking matters; and • Generally, all other matters relating to the above not specifically detailed herein .
Please remit to: THE FULLER LANDAU GROUP INC.
Accts Receivable
151 Bloor Street West, 12th Floor Toronto, Ontario Canada M5S 1 S4 Toronto, Hamilton
... turn over for Page 2
Tel : (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
253
Ontario Orthotics Lab Inc.
October 31, 2019
OUR STANDARD FEE
G. Abrahamson - 2.80 hrs. @ $500.00/hr.
J. Samson- 10.20 hrs.@ $315.00/hr. K. Jariwala - 37.00 hrs. @ $265.65/hr. * M. Niva - 38.85 hrs. @ $245.55/hr. * K. Regan - 1.27 hrs. @ $155.59/hr. *
* average rate (rounded)
Page 2
Our fee .... ..... .......... .................. .. .. ................... ... ............ ..... ................ ..... .................. $ 24,179.35
Disbursements...... .......... ... .... .. .... ..... .......... .. ...... .. .. .......................... ........................ 13.38 -------Subtotal..... .. ........ .. .. .... ....... ..... .. .. ... ... .................... ... ... ........ ........ .. ..... ....... .... ........ ... . 24,192.73
HST................ .......... ... ....... ..................................... ............ ....................... ... ... ... ....... 3,145.06 -------BALANCE DUE ..... ...... .... .......... ......... .... ............... ................. ... ..... ........ .. .. ... ... .. .. ..... $ 27,337.79
====== Note:
Disbursements= Courier charges
HST Registration No. R 130795669
Payment is due on receipt of account. Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Cardholders Name:
Credit Card Type:
Credit Card Number:
Si nature:
Please remit to:
THE FULLER LANDAU GROUP INC. Accts Receivable
151 Bloor Street West. 12th Floor Toronto, Ontario Canada M5S 1 S4
D Visa D MasterCard
Toronto, Hamilton
CVD:
Expiration Date:
Date:
Tel: (416) 645-6500 Fax: (416) 645-6501
www.fullerllp.com
254F
ulle
r La
ndau
LLP
05
No
v, 2
019
Pag
e 1
of 9
B
illi
ng
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
i me
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ngag
emen
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
ma
ry P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
Ma
ste
r C
lien
t: 1
30
81
24
-O
ntar
io O
rtho
tics
Lab
Inc.
R
etai
ner
Bal
ance
W
IP
Pro
gre
ss
Ne
tWIP
A
R B
ala
nce
1
30
81
24
:02
-O
nta
rio
Ort
ho
tics
La
b In
c. -
Re
ceiv
ers
hip
-G
FA
0.
00
24,1
92.7
3 0.
00
24,1
92.7
3 16
,127
.31
WIP
M
em
o
Rat
e H
ou
rs
Am
ou
nt
Clie
nt
Cou
riers
B
LIZ
ZA
RD
CO
UR
IER
02
/04/
2019
S
hip
Dat
e: M
arch
28
$0.0
0 3.
30
Clie
nt
--C
ourie
rs
BLI
ZZ
AR
D C
OU
RIE
R
03/0
7/20
19
Shi
p D
ate
: Jun
e 6
$0.0
0 10
.08
Cli
ent T
ota
ls:
13.3
8
CR
I A
GT
A
GT
80
G
ener
al
KE
J 01
/04/
2019
C
all C
hris
re:
ITS
rep
orts
; $2
65.0
0 0.
20
53.0
0
CR
I A
GT
A
GT
80
G
ener
al
KE
J 04
/04/
2019
T
race
ban
k st
atem
ents
on
the
serv
er a
nd p
rovi
de it
to
$265
.00
0.60
15
9.00
Jo
sh fo
r S
law
ner's
pro
of o
f cla
im s
ubm
issi
on;
CR
I A
GT
A
GT
80
G
ener
al
JOS
05
/04/
2019
C
onfe
renc
e ca
ll w
ith D
r. T
ibur
cio/
Phy
siom
ed A
llist
on r
e.
$315
.00
0.20
63
.00
sett
lem
ent o
f AIR
and
cre
dits
and
off
sets
cla
imed
by
Clin
ic
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
05/0
4/20
19
Em
ail t
o C
hris
re:
fol
low
up
for
ITC
SA
P r
epor
ts a
nd
$265
.00
0.1
0
26.
50
trac
ing
cert
ain
paym
ents
in b
ank
stat
emen
t;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
09/0
4/20
19
Pri
nt a
ll jo
urna
l ent
ry tr
ansa
ctio
n be
twee
n (a
) S
law
ner
$265
.00
2.60
68
9.00
an
d O
OLA
B a
nd (
b) S
law
ner
and
Pre
mie
r an
d tr
ace
few
tr
ansa
ctio
ns in
ban
k st
atem
ents
to d
ocum
ents
su
ppor
ting
pro
of o
f cla
im w
ith M
NP
(S
law
ner's
R
ecei
ver)
;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 10
/04/
2019
G
ener
ate
and
Pre
pare
HS
T IT
C's
rep
ort
by
vend
or fo
r $2
65.0
0 1.
50
397.
50
Jan
1 m 2
108
to D
ec 1
3, 2
018
for
CR
A a
udit;
CR
I A
GT
A
GT
80
G
ener
al
JOS
11
/04/
2019
C
RA
, H
ST
aud
it, p
repa
re a
US
B k
ey w
ith r
eque
sted
$3
15.0
0 0.
40
126.
00
reco
rds
and
repo
rts
and
send
to
aud
itor;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 11
/04/
2019
C
all w
ith A
me
x re
: ac
coun
ting
of f
unds
tra
nsfe
rred
to
$265
.00
0.50
13
2.50
O
OLA
B f
or
the
perio
d D
ec 2
0, 2
018
to J
an 1
7, 2
019;
CR
! A
GT
A
GT
80
Gen
eral
JO
S
12/0
4/20
19
00
Lab
and
Pre
mie
r F
ootw
orks
pro
of o
f cla
ims
in
$315
.00
0.60
18
9.00
S
law
ner e
stat
e fin
aliz
ed e
xecu
ted
and
filed
with
MN
P.
settl
em
en
t of P
hysi
omed
Alli
ston
AIR
CR
! A
GT
A
GT
80
Gen
eral
K
EJ
16/0
4/20
19
Upd
ated
: A
ccou
nts
Rec
eiva
ble
stat
emen
t as
at M
arch
$2
65.0
0 1.
20
318.
00
31, 2
019
and
Cha
rgeb
ack
sum
mar
y;
255Fu
ller
Land
au L
LP
05 N
ov,
2019
P
age
2 o
f 9
Bill
ing
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ngag
emen
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
17/0
4/20
19
Rec
onci
led
Mon
eris
and
Am
ex a
ccou
nts;
Upd
ated
(a)
$2
65.0
0 3.
50
927.
50
Sta
tem
ent o
f R
ecei
pts
and
Dis
burs
emen
t up
to M
arch
31
, 20
19 a
nd (
b) E
RV
; Fi
nd c
usto
mer
s pr
escr
iptio
n fo
rms
in S
AP
for
two
invo
ices
as
requ
este
d by
CR
A fo
r au
dit;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
23/0
4/20
19
Fina
lize
dist
ribut
ion
to R
BC
and
Rec
eive
r's r
epor
t $3
15.0
0 0.
20
63.0
0 C
RI
AG
T
AG
T80
G
ener
al
KE
J 23
/04/
2019
M
eetin
g w
ith G
ary
and
Josh
re:
upd
ated
ER
V,
SR
O a
nd
$265
.00
0.50
13
2.50
ot
her
issu
es;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
26/0
4/20
19
Dr.
Brin
gles
on a
nd D
r. Ta
briz
i, fo
llow
-up/
nego
tiate
$3
15.0
0 0.
20
63.0
0 se
ttle
men
t of a
ccou
nt
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
26/0
4/20
19
Cal
l M
oner
is r
e: r
egis
ter
disp
ute
for
two
char
geba
cks
$265
.00
0.50
13
2.50
de
cisi
on g
iven
in f
avou
r of
cus
tom
ers;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
29/0
4/20
19
Veb
a S
ock
Com
pany
Inc.
allo
catio
n of
occ
upat
ion
$315
.00
0.40
12
6.00
di
sbur
sem
ents
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
29/0
4/20
19
Rev
iew
OH
allo
catio
n to
fac
ilita
te l
iqui
datio
n of
$2
65.0
0 0.
50
132.
50
inve
ntor
y fo
r V
eba;
upd
ate
ER
V b
ased
on
Veb
a tr
ansa
ctio
n an
d in
corp
orat
e pe
rvio
us r
epor
ting
for
com
para
ble
purp
ose;
d/w
Jos
h re
vise
OH
allo
catio
n an
d up
date
d E
RV
; R
evie
w M
oner
is d
ispu
tes;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
30/0
4/20
19
Follo
w u
p ca
ll M
oner
is r
e: s
tatu
s of
dis
pute
$2
65.0
0 0.
20
53.0
0
CR
I A
GT
A
GT
80
Gen
eral
JO
S
02/0
5/20
19
Atte
ndan
ce o
n co
nfer
ence
cal
l with
K.
Kal
lish.
$3
15.0
0 0.
40
126.
00
P .G
ordo
n, G
.Abr
aham
son
re.
upda
ted
ER
V a
nd R
BC
se
curit
y do
cum
ents
; fo
rwar
d de
man
d le
tters
to K
.Kal
lish
post
cal
l
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
02/0
5/20
19
Cal
l with
Mon
eris
re:
Tw
o di
sput
ed c
harg
ebac
ks;
$265
.00
2.20
58
3.00
U
pdat
e A
R T
rack
er;
Rec
onci
le o
peni
ng b
alan
ce o
f AR
an
d up
date
ER
V;
CR
] A
GT
A
GT
80
Gen
eral
JO
S
03/0
5/20
19
Flex
car
e se
ttle
men
t -S
ean
Quy
ocum
i of
fer,
$315
.00
0.20
63
.00
CR
I A
GT
A
GTS
0 G
ener
al
KE
J 03
/05/
2019
D
raft
final
not
ices
for
59
cust
omer
s re
ques
ting
to p
ay
$265
.00
4.50
1,
192.
50
thei
r ou
tsta
ndin
g ba
lanc
es;
upda
te A
R tr
acke
r to
in
clud
e ch
arge
back
dec
lined
cas
es;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
08/0
5/20
19
Res
pond
to e
mai
ls f
rom
cus
tom
er r
e: s
ettle
men
t of
$265
.00
0.40
10
6.00
ac
coun
t rec
eiva
ble
due
to n
on d
eliv
ery
of p
rodu
ct a
nd
defe
ctiv
e pr
oduc
ts;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
09/0
5/20
19
Res
pond
to
cust
omer
s em
ail;
$265
.00
0.10
26
.50
256F
ulle
r La
ndau
LLP
05
Nov
, 20
19
Pa
ge
3o
f9
Bill
ing
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ng
ag
em
en
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
ma
ry P
art
ne
r: A
bra
ha
mso
n G
, G
ary
{G
FA
)
CR
I A
GT
A
GT
80
G
ener
al
JOS
10
/05/
2019
P
hysi
omed
and
NR
set
tlem
ent;
rev
iew
with
Ke
yur
and
$315
.00
1.20
37
8.00
su
bm
it co
unte
r; C
linqu
e P
odia
triq
ue d
u C
entr
e V
ille
law
yers
lett
er o
fferin
g to
set
tle N
R fo
r 2
5%
of b
alan
ce;
prep
are
and
sub
mit
coun
ter;
req
uest
from
pur
chas
er o
f 0
0 L
ab f
or
acce
ss/c
opie
s o
f cer
tain
cu
sto
me
r st
atem
ents
, re
view
and
res
pond
; re
conc
ile N
R
sche
dule
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
10/0
5/20
19
Em
ail
re:
resp
ond
to s
ett
lem
en
t off
er b
y cu
stom
er a
nd
$265
.00
0.40
10
6.00
fo
llow
up
for
paym
ent;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
13/0
5/20
19
Rev
iew
MN
P d
ocum
ents
fo
r de
tails
of S
law
ner A
IR a
nd
$315
.00
0.40
12
6.00
o
ffe
r fro
m p
urch
aser
;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 13
/05/
2019
E
mai
l re
: re
spon
d to
se
ttle
me
nt o
ffe
r by
cu
sto
me
r an
d $2
65.0
0 0.
30
79.5
0 fo
llow
up
for
paym
ent;
CR
I A
GT
A
GT
80
G
ener
al
JOS
14
/05/
2019
R
evie
w M
NP
doc
umen
ts fo
r de
tails
of S
law
ner A
IR a
nd
$315
.00
1.00
31
5.00
o
ffe
r fro
m p
urch
aser
; m
eetin
g w
ith G
.Abr
aham
son;
re
view
bac
kup
docu
men
ts f
or A
xio
ma
tic A
rt a
nd 4
2 N
iaga
ra S
t. de
bts;
obt
ain
ledg
ers
and
forw
ard
to
K.K
allis
h; r
evie
w a
nd r
espo
nd t
o D
r. M
acD
onal
d re
. N
orfo
lk c
linic
se
ttle
me
nt o
ffer;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
14/0
5/20
19
Cor
resp
ond
with
CC
XIT
to r
esol
ve r
emot
e ac
cess
$2
65.0
0 0.
40
106.
00
issu
e; d
/w J
osh
re:
back
up d
ocum
ents
and
gen
eral
le
dg
er f
or
Axi
om
atic
and
42
Nia
gara
Str
ee
t out
stan
ding
am
ount
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
15/0
5/20
19
Cor
resp
ond
Re:
AR
(P
rovi
de s
uppo
rtin
g in
form
atio
n,
$265
.00
0.30
79
.50
nego
tiate
set
tlem
ent,
and
fo
llow
up
for
paym
ents
);
Upd
ate
AR
sch
edul
e;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
17/0
5/20
19
CC
XIT
, is
sue
with
00
Lab
ser
vers
/har
dwar
e fa
ilure
. $3
15.0
0 0.
20
63.0
0 D
iscu
ssio
n w
ith K
.Jar
iwal
a op
tions
fo
r co
ntin
ued
acce
ss;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 21
/05/
2019
C
orre
spon
d w
ith d
ebto
rs r
e; s
ett
lem
en
t off
ers
and
follo
w
$265
.00
1.80
47
7.00
up
em
ails
/ cal
ls f
or
colle
ctio
ns;
Pro
vide
cus
tom
er
sta
tem
en
t (fr
om S
AP
) as
req
uest
ed b
y cu
stom
er;
Tra
ckin
g A
R s
tate
men
t; e
mai
l col
lect
ion
lett
er
to 2
cu
stom
ers
to w
hom
mai
l wer
e n
ot d
eliv
ered
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
22/0
5/20
19
Cor
resp
ond
with
deb
tors
re;
se
ttle
me
nt o
ffer
s an
d fo
llow
$2
65.0
0 0.
80
212.
00
up e
ma
ils/ c
alls
for
colle
ctio
ns;
Tra
ckin
g A
R s
tate
men
t;
emai
l City
re:
201
9 P
rope
rty
Ta
x In
voic
es;
257Fu
ller
Land
au L
LP
05 N
ov,
2019
P
ag
e4
of 9
B
illin
g W
ork
shee
t
Prim
ary
Par
tner
-C
lient
Cod
e Fi
lters
Use
d:
-Ti
me
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ngag
emen
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GFA
)
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
24/0
5/20
19
Cor
resp
ond
with
deb
tors
re;
set
tlem
ent o
ffers
and
fol
low
$2
65.0
0 1.
30
344.
50
up e
mai
ls/ c
alls
for
colle
ctio
ns;
Trac
king
AR
sta
tem
ent;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
27/0
5/20
19
Cor
resp
ond
with
deb
tors
re;
set
tlem
ent o
ffers
and
fol
low
$2
65.0
0 0.
20
53.0
0 up
em
ails
/ cal
ls f
or c
olle
ctio
ns;
Trac
king
AR
sta
tem
ent;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
28/0
5/20
19
Cor
resp
ond
with
deb
tors
re;
set
tlem
ent o
ffers
and
fol
low
$2
65.0
0 0.
10
26.5
0 up
em
ails
/ cal
ls f
or c
olle
ctio
ns;
Trac
king
AR
sta
tem
ent;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
29/0
5/20
19
Ali
Tabr
izi
re.
Phy
siom
ed Y
orkd
ale
AIR
$3
15.0
0 0.
10
31.5
0
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
29/0
5/20
19
Em
ail C
CX
lT r
e: S
eek
optio
ns a
nd c
ost t
o pr
eser
ve t
he
$265
.00
0.50
13
2.50
en
viro
nmen
t in
eve
nt o
f sys
tem
fai
lure
; C
orre
spon
d w
ith
debt
ors
re;
settl
emen
t offe
rs a
nd f
ollo
w u
p em
ails
/ cal
ls
for
colle
ctio
ns;
Trac
king
AR
sta
tem
ent;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
30/0
5/20
19
CR
A,
Jona
than
Nic
olle
re.
adj
ustm
ents
mad
e on
rec
eipt
$3
15.0
0 0.
20
63.0
0 of
req
uest
ed d
ocum
ents
, fo
iwar
ded
erro
neou
sly
to
Ern
st a
nd Y
oung
and
not
FLG
; te
leph
one
disc
ussi
on
with
K.K
allis
h re
. de
man
d le
tters
and
led
gers
for
A
xiom
atic
and
42
Nia
gara
St.
Hol
ding
s de
bt;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
31/0
5/20
19
Cor
resp
ond
with
deb
tors
re;
set
tlem
ent o
ffers
and
fol
low
$2
65.0
0 1.
80
477.
00
up e
mai
ls/ c
alls
for
col
lect
ions
; Tr
acki
ng A
R s
tate
men
t;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
03/0
6/20
19
Rev
iew
em
ail f
orm
CC
XIT
re:
Pre
serv
ing
syst
em
$265
.00
0.20
53
.00
envi
ronm
ent a
nd d
/w J
osh;
CR
I A
GT
A
GT8
0 G
ener
al
KE
J 04
/06/
2019
Fo
llow
up
for
AR
col
lect
ion;
$2
65.0
0 0.
10
26.5
0
CR
I A
GT
A
GT
80
Gen
eral
JO
S
06/0
6/20
19
00
Lab
and
Pre
mie
r-C
RA
pay
roll
trus
t exa
m;
with
$3
15.0
0 0.
40
126.
00
CR
A a
udito
r ; r
evie
w a
udit
resu
lts w
ith K
eyur
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
06/0
6/20
19
Em
ail
Josh
re:
cus
tom
er c
olle
ctio
n de
tails
for
one
$2
65.0
0 0.
10
26.5
0 cu
stom
er;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
13/0
6/20
19
Coo
rdin
ate
with
OO
LAB
to
retu
rn c
ast a
nd p
rodu
cts
$265
.00
0.20
53
.00
rece
ived
fro
m c
usto
mer
and
fol
low
up
for
cheq
ues
if an
y re
ceiv
ed b
y th
em o
n be
half
of u
s;
258F
ulle
r La
ndau
LLP
05
Nov
, 2
01
9
Pag
e 5
of
9 B
illin
g W
orks
heet
Pri
mar
y P
artn
er -
Clie
nt
Co
de
Fi
lters
Use
d:
-Ti
me
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ngag
emen
t 1D
: 13
0812
4:02
to
1308
124:
02
Pri
ma
ry P
artn
er:
Ab
rah
am
so
n G
, G
ary
(G
FA
)
CR
I A
GT
A
GT
80
Gen
eral
JO
S
14/0
6/20
19
Dis
cuss
ion
with
Gra
eme
Whi
te,
Fact
ory
shoe
s re
. $3
15.0
0 0.
40
126.
00
cast
s/m
olds
and
pre
scrip
tion
files
stil
l be
ing
sent
to t
he
Rec
eive
r an
d p
lan
to
dea
l w
ith f
utu
re i
tem
s s
en
t to
th
e R
ecei
ver;
int
erim
SR
O f
inal
ized
; re
view
cor
resp
onde
nce
from
Gar
n B
ear a
t E&
Y:
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
14/0
6/20
19
Upd
ate
inte
rim s
tate
men
t of
rece
ipts
and
dis
burs
emen
t $2
65.0
0 1.
30
344.
50
and
AR
trac
ker;
ca
ll Jo
y an
d N
atas
ha r
e: c
oord
inat
e fo
r pi
ckup
of c
asts
and
ord
er r
ecei
ved
from
cus
tom
er;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
19/0
6/20
19
Upd
ate
ER
V a
nd A
R s
tate
men
t; em
ail t
o C
CX
IT r
e:
$265
.00
0.80
21
2.00
re
ques
ting
to e
valu
ate
optio
ns fo
r sh
utdo
wn
and
pres
erve
dat
a an
d IT
env
ironm
ent;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
24/0
6/20
19
Gal
l with
CC
XIT
: re
: pl
an t
o sh
utdo
wn
OO
LAB
ser
ver
$265
.00
0.40
10
6.00
an
d pr
eser
ve t
he d
ata;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
26/0
6/20
19
Follo
w u
p ca
ll an
d em
ail w
ith 2
clin
ics
for
unpa
id
$265
.00
0.10
26
.50
invo
ices
;
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
11/0
7/20
19
Acc
ou
nti
ng
fo
r liq
uid
ato
r ch
equ
e in
Asc
end
an
d a
rran
ge
$265
.00
0.10
26
.50
for
dep
osi
t in
ban
k;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 30
/07/
2019
C
oo
rdin
atio
n t
o re
turn
mai
l (c
ust
om
er p
rod
uct
);
$265
.00
0.10
26
.50
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
12/0
8/20
19
D/w
Jo
sh r
e: A
xio
mat
ic b
alan
ce in
bo
oks
of
OO
LA
B;
$265
.00
0.10
26
.50
CR
I A
GT
A
GT
80
Gen
eral
JO
S
19/0
8/20
19
upda
te S
RD
(0
0 L
ab/P
rem
ier)
and
for
war
d to
Gar
y:
$315
.00
0.30
94
.50
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
19/0
8/20
19
Up
da
te A
R t
rack
er b
ased
on
asc
end
; E
mai
l an
d C
all
re:
$265
.00
2.90
76
8.50
F
oll
ow
up
fo
r co
llect
ion
of
ou
tsta
nd
ing
acc
ou
nts
re
ceiv
able
; P
rep
are
a lis
t o
f p
ote
nti
al r
eco
veri
es a
nd
th
e m
ost
rec
ent
corr
esp
on
den
ce f
or
effe
ctiv
e tr
acki
ng
an
d e
mai
l to
Jo
sh;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
03/0
9/20
19
Re
qu
es
t fro
m C
CX
IT to
ha
ve
all
00
Lab
har
dw
are
and
$3
15.0
0 0.
30
94.5
0 se
rver
s re
mo
ved
fro
m f
acili
ties
; co
ord
inat
e w
ith J
oh
n
Ter
tig
as t
o p
icku
p a
nd
sto
re;
CR
I A
GT
A
GT
80
G
ener
al
KE
J 27
/09/
2019
U
pdat
e S
RD
$2
65.0
0 1.
20
318.
00
259F
ulle
r La
ndau
LLP
05
Nov
, 20
19
Pag
e 6
of
9 B
illin
g W
ork
shee
t
Pri
mar
y P
artn
er -
Clie
nt C
od
e F
ilter
s U
sed
: -
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-1
0-31
-
En
gag
emen
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
{GF
A}
CR
I A
GT
A
GT
80
Gen
eral
JO
S
07/1
0/20
19
Tel
eph
on
e co
nfer
ence
cal
l with
K.K
halli
sh,
$315
.00
0.80
25
2.00
G
.Ab
rah
amso
n r
e. G
agno
n re
spon
se t
o A
xiom
atic
and
42
Nia
gara
dem
and
lette
rs;
and
Min
den
lega
l opi
nion
on
RB
C s
ecur
ity d
ocum
ents
; po
st c
all,
prep
are
and
send
em
ail
to 0
0 L
ab a
udito
rs f
or w
orki
ng p
aper
s or
bac
kup
supp
ort:
upda
te to
SR
D
CR
I A
GT
A
GT
80
Gen
eral
JO
S
23/1
0/20
19
Fina
lize
Rec
eive
r's r
epor
t and
for
war
d to
Gar
y fo
r $3
15.0
0 1.
20
378.
00
revi
ew;
CR
I A
GT
A
GT
80
Gen
eral
JO
S
30/1
0/20
19
Rev
iew
of A
xiom
atic
and
42
Nia
gara
St
Hol
ding
s in
ter
$315
.00
0.50
15
7.50
co
mpa
ny a
nd s
earc
h fo
r ba
ckup
doc
umen
tatio
n;
voic
emai
l an
d em
ail
to C
hris
Roo
de r
e. A
xiom
atic
ba
ckup
; R
espo
nd t
o M
elin
da S
ervi
ce C
anad
a re
ques
ting
revi
ew o
f pay
roll
for
form
er e
mpl
oyee
; re
ques
t for
201
4 an
d 20
15
CR
I A
GT
A
GT
80
Gen
eral
JO
S
31/1
0/20
19
Mee
ting
with
G.A
brah
amso
n re
. A
xiom
atic
dem
and
and
$315
.00
0.60
18
9.00
le
dger
revi
ew;
revi
ew a
nd r
econ
cile
tabl
es w
ith K
eyur
fo
r in
clus
ion
in R
ecei
ver's
Rep
ort
CR
I A
GT
A
GT
80
Gen
eral
K
EJ
31/1
0/20
19
Co,
llect
ion
follo
w u
p em
ail
to 5
cus
tom
er,
upda
te A
R
$275
.00
2.40
66
0.00
co
llect
ion
sche
dule
for
colle
ctio
ns p
ost A
pril
2019
; fe
tch
AR
rel
ated
inf
orm
atio
n fo
r C
ourt
rep
ort;
AG
TT
ota
ls:
47.2
0 13
,042
.00
CR
I C
BA
C
BA
53
Ban
king
K
ER
11
/04/
2019
F
eb 2
019
bank
Rec
s $1
55.0
0 0.
17
26.3
5
CR
I C
BA
C
BA
53
Ban
king
K
ER
11
/04/
2019
F
eb 2
019
bank
Rec
s $1
55.0
0 0.
17
26.3
5
CR
I C
BA
C
BA
53
Ban
king
K
ER
08
/05/
2019
B
ank
rec
$155
.00
0.17
26
.35
CR
I C
BA
C
BA
53
Ban
king
K
ER
22
/05/
2019
B
ank
rec
$155
.00
0.15
23
.25
CR
I C
BA
C
BA
53
Ban
king
K
ER
24
/06/
2019
M
ay 2
019
bank
rec
$1
55.0
0 0.
15
23.2
5
CR
I C
BA
C
BA
53
Ban
king
K
ER
13
/08/
2019
Ju
ne b
ank
recs
$1
55.0
0 0.
15
23.2
5
CR
I C
BA
C
BA
53
Ban
king
K
ER
05
/09/
2019
Ju
ly b
ank
recs
$1
55.0
0 0.
16
24.8
0
CR
I C
BA
C
BA
53
Ban
king
K
ER
08
/10/
2019
A
ug 2
019
bank
rec
$1
60.0
0 0.
15
24.0
0 C
BA
To
tals
: 1.
27
197.
60
CR
I C
PR
C
PR
80
Gen
eral
G
FA
02
/04/
2019
C
all w
ith S
heri
re:S
law
ner
stat
us a
nd p
oten
tial A
R s
ale.
$5
00.0
0 0.
30
150.
00
CR
I C
PR
C
PR
80
Gen
eral
G
FA
12
/04/
2019
U
pdat
e m
eetin
g w
ith J
osh
and
KJ
re:o
ngoi
ng r
ealiz
atio
n $5
00.0
0 0.
50
250.
00
issu
es a
nd m
atte
rs
260Fu
ller
Land
au L
LP
05 N
ov, 2
019
Pag
e 7
of9
B
illin
g W
ork
shee
t
Prim
ary
Par
tner
-C
lient
Cod
e Fi
lters
Use
d:
-Ti
me
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ngag
emen
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I C
PR
C
PR
B0
Gen
eral
G
FA
23
/04/
2019
M
eet w
ith J
osh
and
KJ
re:O
OLA
B i
ssue
s an
d $5
00.0
0 0.
50
250.
00
real
izat
ions
upd
ate
CR
I C
PR
C
PR
80
Gen
eral
G
FA
30
/04/
2019
R
evie
w E
RV
and
com
men
ts t
o Jo
sh.
$500
.00
0.40
20
0.00
C
RI
CP
R
CP
R80
G
ener
al
GF
A
02/0
5/20
19
Upd
ate
call
with
Pet
er a
nd K
en.
$500
.00
0.40
20
0.00
C
RI
CP
R
CP
R80
G
ener
al
GF
A
22/0
5/20
19
Atte
nd S
law
ner
Insp
ecto
rs m
eetin
g.
$500
.00
0.40
20
0.00
C
PR
Tot
als:
2.
50
1,25
0.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
02/0
4/20
19
Dep
osit
AIR
$2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/0
4/20
19
Rec
onci
le M
arch
Mon
eris
col
lect
ions
/cha
rges
$2
45.0
0 0.
40
98.0
0 C
RI
RE
C
RE
C80
G
ener
al
MLN
05
/04/
2019
P
ay o
utst
andi
ng d
isbu
rsem
ents
$2
45.0
0 0.
90
220.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
08/0
4/20
19
AIR
dep
osit
$245
.00
0.45
11
0.25
C
RI
RE
C
RE
C80
G
ener
al
MLN
10
/04/
2019
A
IR a
nd m
isce
llane
ous
refu
nd d
epos
its -
OO
Lab
and
$245
.00
0.60
14
7.00
P
rem
ier
CR
I R
EC
R
EC
80
Gen
eral
M
LN
11/0
4/20
19
Rev
iew
AD
T in
voic
e an
d co
llect
ion
corr
espo
nden
ce w
ith
$245
.00
1.40
34
3.00
JS
; va
rious
mai
l; pa
y fin
al A
lect
ra i
nvoi
ces
for
Pre
mie
r an
d O
OLa
b
CR
I R
EC
R
EC
80
Gen
eral
M
LN
12/0
4/20
19
AIR
dep
osit;
con
fim,
bank
ing
corr
ectio
n de
bit
HS
BC
$2
45.0
0 0.
70
171.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
17/0
4/20
19
Mai
l re
dire
ctio
n ex
tens
ion;
upd
ate
Mon
eris
col
lect
ions
$2
45.0
0 0.
75
183.
75
to A
pril
17/1
9
CR
I R
EC
R
EC
80
Gen
eral
M
LN
18/0
4/20
19
Cal
l/em
ail
to B
ankr
uptc
y H
ighw
ay r
e: p
osta
ge m
eter
; $2
45.0
0 1.
40
343.
00
vario
us c
redi
tor
quer
ies
CR
I R
EC
R
EC
80
Gen
eral
M
LN
23/0
4/20
19
Mai
l red
irect
ion
info
for
ext
ensi
on f
or S
M
$245
.00
0.20
49
.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
25/0
4/20
19
Pay
out
stan
ding
dis
burs
emen
t $2
45.0
0 0.
40
98.0
0
CR
I R
EC
R
EC
80
Gen
eral
M
LN
26/0
4/20
19
AIR
dep
osit;
cre
dito
r qu
ery
$245
.00
0.70
17
1.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
02/0
5/20
19
AIR
dep
osit
$245
.00
0.30
73
.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
08/0
5/20
19
Rec
onci
le W
EP
P;
revi
ew M
oner
is A
pril
2019
act
ivity
$2
45.0
0 0.
70
171.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
09/0
5/20
19
AIR
dep
osit
$245
.00
0.45
11
0.25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
14/0
5/20
19
Mar
ch b
anki
ng c
orre
ctio
n; p
ay o
utst
andi
ng
$245
.00
0.70
17
1.50
di
sbur
sem
ents
CR
I R
EC
R
EC
80
Gen
eral
M
LN
16/0
5/20
19
AIR
dep
osit
$245
.00
0.60
14
7.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/0
5/20
19
Trac
k A
pril
Mon
eris
act
ivity
; em
ails
Poc
rnic
re:
$2
45.0
0 0.
40
98.0
0 ou
tsta
ndin
g in
voic
es
CR
I R
EC
R
EC
80
Gen
eral
M
LN
22/0
5/20
19
Apr
il ba
nkin
g co
rrec
tion;
NR
dep
osits
$2
45.0
0 0.
90
220.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
28/0
5/20
19
Em
ails
re:
Pitn
ey,
retu
rn o
f pos
tage
met
er; N
R d
epos
its
$245
.00
0.90
22
0.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
29/0
5/20
19
Pay
out
stan
ding
dis
burs
emen
t; C
DIC
form
$2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
30/0
5/20
19
CD
IC fo
rms
x 2;
AIR
dep
osits
$2
45.0
0 0.
60
147.
00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
31/0
5/20
19
Cre
dito
r qu
ery;
em
ail t
o A
lect
ra r
e: w
ater
bill
; fil
e H
ST
$2
45.0
0 2.
40
588.
00
for
OO
Lab
and
Pre
mie
r to
Apr
il 30
-19;
em
ail
to B
ell
Gan
ada;
AIR
dep
osits
261Fu
ller
Land
au L
LP
05 N
ov,
2019
P
age
8 o
f9
Bill
ing
Wo
rksh
eet
Pri
mar
y P
artn
er -
Clie
nt C
ode
Filte
rs U
sed:
-
Tim
e E
xpen
se D
ate:
20
00-0
1-01
to
20
19-1
0-31
-
Eng
agem
ent
ID:
1308
124:
02 t
o 13
0812
4:02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, G
ary
(GF
A)
CR
I R
EC
R
EC
80
Gen
eral
M
LN
03/0
6/20
19
Em
ails
Ale
ctra
re:
fin
al w
ater
bill
; va
rious
mai
l $2
45.0
0 0.
90
220.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
06/0
6/20
19
AIR
dep
osit;
pay
out
stan
ding
dis
burs
emen
t; P
itney
$2
45.0
0 1.
10
269.
50
emai
l
CR
I R
EC
R
EC
80
Gen
eral
M
LN
10/0
6/20
19
Pay
out
stan
ding
dis
burs
emen
t $2
45.0
0 0.
40
98.0
0 C
RI
RE
C
RE
C80
G
ener
al
MLN
13
/06/
2019
P
ay o
utst
andi
ng d
isbu
rsem
ents
; fo
llow
up
bank
ing
erro
r $2
45.0
0 0.
90
220.
50
re:
May
dis
burs
emen
t
CR
I R
EC
R
EC
80
Gen
eral
M
LN
14/0
6/20
19
Rev
iew
Mon
eris
to J
une
14/1
9; r
evie
w v
ario
us m
ail
$245
.00
1.10
26
9.50
C
RI
RE
C
RE
C80
G
ener
al
MLN
17
/06/
2019
A
IR d
epos
it $2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
18/0
6/20
19
Pay
out
stan
ding
dis
burs
emen
t; P
itney
$2
45.0
0 0.
60
147.
00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
21/0
6/20
19
Dep
osit
AIR
and
Cog
eco
refu
nd;
cred
itor
quer
y $2
45.0
0 0.
75
183.
75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
27/0
6/20
19
Cre
dito
r qu
ery;
var
ious
mai
l $2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
02/0
7/20
19
AIR
dep
osits
$2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
23/0
7/20
19
Pitn
ey B
owes
em
ail/c
all
re:
post
age
met
er r
etur
n $2
45.0
0 0.
30
73.5
0 C
RI
RE
C
RE
C80
G
ener
al
MLN
25
/07/
2019
R
evie
w M
oner
is a
ctiv
ity;
pay
outs
tand
ing
$245
.00
0.90
22
0.50
di
sbur
sem
ents
, m
ail
CR
I R
EC
R
EC
80
Gen
eral
G
FA
26
/07/
2019
S
law
ner
cred
itors
mee
ting
atte
ndan
ce
$500
.00
0.30
15
0.00
C
RI
RE
C
RE
C80
G
ener
al
MLN
29
/07/
2019
A
IR d
epos
it $2
45.0
0 0.
30
73.5
0
CR
I R
EC
R
EC
B0
Gen
eral
M
LN
31/0
7/20
19
Pay
out
stan
ding
dis
burs
emen
ts
$245
.00
0.70
17
1.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
01/0
8/20
19
Var
ious
em
ails
, ba
nkin
g; c
redi
tor
quer
ies
$245
.00
0.90
22
0.50
C
RI
RE
C
RE
C80
G
ener
al
MLN
08
/08/
2019
A
IR d
epos
it $2
45.0
0 0.
45
110.
25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
15/0
8/20
19
Cal
l to
CR
A r
e H
ST
aud
it le
tter
$2
45.0
0 0.
20
49.0
0
CR
I R
EC
R
EC
80
Gen
eral
M
LN
27/0
8/20
19
Cal
l re
: A
IR p
aym
ent
rece
ipt
$245
.00
0.30
73
.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
29/0
8/20
19
Res
pond
to C
RA
HS
T a
udit
$245
.00
1.75
42
8.75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
30/0
8/20
19
Fol
low
up
CR
A
$245
.00
0.25
61
.25
CR
I R
EC
R
EC
80
Gen
eral
M
LN
03/0
9/20
19
CR
A c
all;
file
outs
tand
ing
HS
T to
Aug
31/1
9 $2
45.0
0 0.
70
171.
50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/0
9/20
19
Dep
osit
AIR
; C
RA
$2
45.0
0 0.
45
110.
25
CR
I R
EC
R
ECB
O
Gen
eral
M
LN
06/0
9/20
19
Pay
out
stan
ding
dis
burs
emen
t; re
conc
ile A
JR
$245
.00
0.55
13
4.75
CR
I R
EC
R
EC
80
Gen
eral
M
LN
10/0
9/20
19
Con
firm
AJR
am
ount
$2
45.0
0 0.
35
85.7
5
CR
I R
EC
R
EC
80
Gen
eral
M
LN
17/0
9/20
19
Pre
pare
246
(2)
repo
rts
$245
.00
1.10
26
9.50
CR
I R
EC
R
EC
80
Gen
eral
M
LN
19/0
9/20
19
Fin
aliz
e 24
6(2)
rep
orts
$2
45.0
0 0.
40
98.0
0
CR
I R
EC
R
EC
80
Gen
eral
M
LN
26/0
9/20
19
AJR
dep
osit;
em
ails
re:
mai
l; co
nfirm
Mon
eris
am
ount
to
$245
.00
1.10
26
9.50
tr
ansf
er
CR
I R
EC
R
EC
80
Gen
eral
M
LN
02/1
0/20
19
AIR
dep
osit
$250
.00
0.30
75
.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
03/1
0/20
19
Tran
sfer
Mon
eris
fund
s to
rec
eive
r tr
ust a
ccou
nt;
revi
ew
$250
.00
0.90
22
5.00
R
T00
02
CR
I R
EC
R
EC
80
Gen
eral
M
LN
04/1
0/20
19
Con
firm
/reco
rd M
oner
is t
rans
fer
$250
.00
0.40
10
0.00
CR
I R
EC
R
EC
80
Gen
eral
M
LN
10/1
0120
19
246(
2)
$250
.00
0.40
10
0.00
2620
5 N
ov,
20
19
Filt
ers
Use
d:
-T
ime
Exp
ense
Dat
e:
2000
-01-
01
to
2019
-10-
31
-E
ng
ag
em
en
t ID
: 13
0812
4:02
to
1308
124:
02
Pri
mar
y P
artn
er:
Ab
rah
amso
n G
, Ga
ry (
GF
A)
CR
I R
EC
R
EC
80
Gen
eral
M
LN
CR
I R
EC
R
EC
80
Gen
eral
M
LN
CR
I R
EC
R
EC
80
Gen
eral
M
LN
CR
I R
EC
R
EC
80
Ge
ne
ral
MLN
Em
plo
yee
Su
mm
ary
Pri
mar
y P
artn
er A
bra
ham
son
G, G
ary
To
tals
:
Gra
nd
To
tals
:
Fu
ller L
anda
u LL
P
Bil
lin
g W
ork
shee
t
Pri
mar
y P
artn
er -
Clie
nt C
ode
NR
dep
osit;
RT
0002
NO
A
Fol
low
up
CR
A r
e: s
tatu
s o
f RT
0002
au
dit
18
/10
/20
19
22
/10/
2019
23/1
0/20
19
Re
vie
w R
T00
02 a
udit,
dis
allo
wed
IT
Cs
etc.
with
CR
A
au
dito
r
24/1
0/20
19
Pay
out
stan
ding
dis
burs
emen
ts
RE
C T
ota
ls:
On
tari
o O
rth
oti
cs L
ab
Inc.
-R
ecei
vers
hip
Abr
aham
son
G,
Ga
ry (
GF
A)
Jari
wal
a, K
eyur
(K
EJ)
N
iva,
Min
na
(MLN
) R
egan
, K
aren
(K
ER
) S
amso
n, J
oshu
a (J
OS
) T
ota
l N
et W
ip
WIP
$24,
192
.73
WIP
$2
4,1
92.
73
$250
.00
$2
50.0
0
$250
.00
$250
.00
0.70
0.
20
0.50
0.9
0 39
.15
90. 1
2
2.80
37
.00
38.8
5 1.
27
10.2
0
90.1
2
Pro
gre
ss
$0.0
0
Pro
gre
ss
$0.0
0
175.
00
50.0
0
125.
00
225.
00
9,68
9.75
24,1
92.7
3
1,40
0.00
9,
829.
00
9,53
9.75
19
7.60
3
,213
.00
24,1
79.3
5
Ne
t WIP
$24,
19
2.7
3
Ne
tWIP
$24
,19
2.7
3
Pag
e 9
of 9
263B
ET
WE
EN
RO
YA
L B
AN
K O
F C
AN
AD
A
App
lican
t -a
nd-
ON
TA
RIO
OR
TH
OT
IC L
AB
IN
C.,
et a
l. R
espo
nden
ts
Cou
rt F
ile N
o. C
V-1
8-00
6102
81-0
0CL
ON
TA
RIO
S
UP
ER
IOR
CO
UR
T O
F J
US
TIC
E
CO
MM
ER
CIA
L L
IST
Pro
ceed
ing
com
men
ced
at T
oron
to
AF
FID
AV
IT O
F G
AR
Y A
BR
AH
AM
SO
N
SW
OR
N M
AR
CH
11,
202
0
MIN
DE
N G
RO
SS
LL
P
Bar
riste
rs a
nd S
olic
itors
22
00 -
145
Kin
g S
tree
t We
st
Tor
onto
, O
N
M5H
4G
2
Cat
her
ine
Fra
nci
s (L
SO
# 26
900N
) cf
ranc
is@
min
deng
ross
.com
Tel
: 41
6-36
9-41
37
Fax
: 41
6-86
4-92
23
Law
yers
for
the
Rec
eive
r,
The
Ful
ler
Land
au G
roup
Inc
.
APPENDIX "N"264
BETWEEN:
Court File No. CV-18-00610281-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
ROYAL BANK OF CANADA Applicant
- and -
ONTARIO ORTHOTIC LAB INC., PREMIER FOOTWORKS INC., MEDIC HOLDINGS CORP., VEBA SOCK COMPANY INC.,
2335040 ONTARIO INC. AND 9339-6497 QUEBEC INC.
AFFIDAVIT OF KENNETH L. KALLISH (sworn March 9th
, 2020)
Respondent
I, KENNETH L. KALLISH, of the City of Toronto, in the
Province of Ontario, MAKE OATH AND SAY AS FOLLOWS:
1. I am a partner with the law firm, Minden Gross LLP ("Minden
Gross"), counsel to The Fuller Landau Group Inc. in its capacity as
receiver, without security, of all the assets, undertakings and properties of
Ontario Orthotic Lab Inc. and Premier Footworks Inc. ("Receiver"), and, as
such, I have knowledge of the matters to which I hereinafter depose. Unless
I indicate to the contrary, the facts herein are within my personal knowledge
265- 2 -
and are true. Where I have indicated that I have obtained facts from other
sources, I believe those facts to be true.
2. The Receiver was appointed pursuant to the Order made by the
Honourable Mr. Justice Penny of the Ontario Superior Court of Justice on
December 13, 2018.
3. Attached hereto as Exhibit "A" is a true copy of Minden Gross '
accounts dated January 31, 2019, March 21, 2019, June 25, 2019 and
January 20, 2020 with respect to the fees and disbursements incurred by
Minden Gross in relation to these receivership estates for the period of
December 18, 2018 to January 8, 2020.
4. The accounts also include a chart which sets out the hourly billing
rates of Minden Gross for the period of December 18, 2018 to January 8,
2020, in respect of the invoices rendered by Minden Gross to the Receiver.
5. I make this Affidavit in support of a motion by the Receiver for, inter
alia, approval of the fees and disbursements of its counsel, Minden Gross.
SWORN before me at the City of )
Toronto, in the Province of Ontario, this ~ )
A Co issioner, etc. )
266
#4088 108 v 1 14 11 24 12
- 3 -
This is Exhibit "A" referred to
in the Affidavit of Kenneth L. Kallish
Sworn this 9th
............. ). ............ .. .. .. .. -............................................................. . A Cor nissioner for Taking Affidavits
267r MINDEN
GROSS L:J
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1S4 Attn: Gary Abrahamson
Re: Ontario Orthotic Lab Inc. & Premier Footworks Inc. (Receivership)
To Professional Services: Our Fees:
Less Discount: Fees Less Discount: Disbursements:
Total Fees and Disbursements:
GST/HST Tax: On Professional Fees: On Taxable Disbursements:
Total GST/HST Tax:
TOTAL DUE ON THIS ACCOUNT:
$15,680.50 -3,335.00
$12,345.50 I , 146.25
$13,491.75
$1,604.92 149.01
$1 ,753 .93
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT. R. S 0 . 1990, PURSUA T TO T HE SOLICITORS ACT.
Minden Gross I Ip barristers &solicit ors
145 kin g st r eel west, sui te 2200 toronto,on,canada m5h 4g2 te l 4 16.362.37 11 fax 416.864.9223 www.m indengross.com
I N ACCOUNT WITH
DATE 3 1-Jan-19 FI LE NUMBER 411241 2
OST/HST Reg.# 11943 7556 RT
INVOICE# 407767
$13 ,491.75
1,753.93
$15,245.68
......... iii MERITAS LAW FIRMS WORLDWID E
268' MINDEN
GROSS 1:J F I LE NUMBER
TO PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter:
18-Dec-18 Kallish, Kenneth Review P. Gordon Affidavit and list issues to discuss with Receiver; meeting with Receiver to review background and outstanding issues;
l 8-Dec-18 Larkin, Hayley Review application record; client meeting with Gary Abrahamson re strategy, instruction and general overview of corporate structure
l 9-Dec-18 Larkin, Hayley Review material (emails with attachments) received from Fuller Landau; draft overview chart
20-Dec-18 Kallish, Kenneth Review Confidential Information Memorandum and provide comments to Receiver; review trademark searches and provide results to Receiver; email correspondence with Receiver re trademark and patent searches;
20-Dec-18 Larkin, Hayley Review Fuller Landau's CIM document re sales process for Oolab assets
21-Dec-18 Kallish, Kenneth Telephone conference with Receiver re patient records and outstanding issues;
21-Dec-l 8 Larkin, Hayley Review motion record application material; add to corporate overview chart
24-Dec-18 Kallish, Kenneth Consider settlement proposal from parent;
24-Dec-18 Larkin, Hayley Restructurings - email receipt from Gary Abrahamson; review proposal re RBC
27-Dec-18 Correale, Lucrezia Obtain corporate Quebec profile search J. Slawner Ltee;
3-Jan-19 Larkin, Hayley Read and consider letter from John Aiyadurai ew trademark opposition and upcoming trademark hearing (WalkN' Comfort)
4-Jan-19 Kallish, Kenneth Review Order and background information; consider emails from Receiver re Slawner; review further Quebec searches and email correspondence with Fuller re same;
4-Jan-19 Larkin, Hayley Attend to file re corporate profile reports for 2 Quebec companies re Slawner; email correspondence with Gary Abrahamson re 2 Quebec companies
4-Jan-19 Cygelfarb, Sherri Discussion with K. Kallish; Order and obtain Corporation Profile Report; Further discussion; Order and obtain Corporation Point in time report;
4-Jan-19 Zito, Shannon Order Quebec Corporate Profile Reports for J. Slawner Ltee and 9339-6497 Quebec Inc .;
7-Jan-19 Larkin, Hayley 3 conference calls with Gary Abrahamson re 2 Quebec companies; strategy and instructions; review and translate CPRs for 2 Quebec companies
,.....,.
Page 2
4112412
1.60 hrs
2.00 hrs
1.50 hrs
1.60 hrs
.30 hrs
.30 hrs
.50 hrs
.20 hrs
.40 hrs
.30 hrs
.30 hrs
2.50 hrs
.40 hrs
.40 hrs
.20 hrs
2.30 hrs
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990. PURSUANT TO T HE SOLICITORS ACT.
iii MERITAS LAW FIRMS WORLDWIDE
269' MINDEN
GROSS L:J 8-Jan- I 9 Ali , Nusrat
I 0-Jan-19 Kallish, Kenneth
14-Jan-19 Kallish, Kenneth
l 4-Jan-19 Larkin, Hayley
l 4-Jan-19 Ali, Nusrat
l 5-Jan-19 Kallish, Kenneth
15-Jan- l 9 Larkin, Hayley
l 6-Jan-19 Larkin, Hayley
l 7-Jan-19 Kallish, Kenneth
17-Jan-19 Larkin,Hayley
l 8-Jan-19 Kallish, Kenneth
1 8-Jan-19 Larkin, Hayley
2 l -Jan-19 Kallish, Kenneth
22-Jan- l 9 Kallish, Kenneth
22-Jan- l 9 Larkin, Hayley
23-Jan- l 9 Kallish, Kenneth
F l LE NUMBER
Research re receiver's obligation with respect to customer ('patient') information of the orthotics clinic. Draft email to Ben re relevant legislation and regulations Review relevant legislation and regulations Draft email to Ken re follow-up enquiries to client
Telephone conference with Receiver re status;
Review emails from Receiver and email correspondence with Receiver re Walk In Comfort trademark issue; consider email correspondence from potential purchaser of Slawner shares;
Restructurings - email receipt from Joshua Samson re bids for assets, trademark opposition withdrawal and liquidation process; review attached documents re same
Research and draft memo re trustees obligations with respect to 'patient' records. Specifically, follow up on legislative guidelines re sale of patient records
Review Danbury offer; telephone conferences with Receiver re same; review proposed amendment to Danbury proposal ;
Attend to file re Liquidation Agreement/ Auction Proposal from Danbury; review and amend Liquidation Agreement/ Auction Proposal; attend to file re bids for Oolab and Premier assets ; email correspondence with Joshua Samson re same
Call with Joshua Samson re agreement of purchase and sale; review potential restrictions re selling chiropodist's customer list; draft agreement of purchase and sale
Conference call with RBC re offer from TCN; consider options and provide Fuller with comments on TCN offer; amendments to Walter Capital NDA and review Slawner minute book resolutions and email correspondence with Fuller re same;
Attend to file re drafting agreement of purchase and sale ; communications with Joshua Samson re same
Review AP A; email correspondence with Gary re NDA indemnity language;
Draft and revise agreement of purchase and sale; communications re instructions and agreement of purchase and sale with Joshua Samson
Conference call with Medic Trustee and Wayne and counsl for Agility group re Slawner purchase;
Consider amendments to AP A and address clear title issue;
Call with Joshua Samson re instructions for closing documents; attend to file re drafting all closing documents
Email correspondence with Receiver re Slawner strategy;
. ..,....,..
4112412
Page 3
.80 hrs
.20 hrs
I. 10 hrs
1.00 hrs
.50 hrs
1.30 hrs
3.30 hrs
3.20 hrs
1.30 hrs
2.90 hrs
1.00 hrs
2.90 hrs
.50 hrs
.20 hrs
5.40 hrs
.30 hrs
ACCOUNTS DUE W HEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF T HE COURTS Of- JUSTICE ACT, R.S.0. 19q0, PURSUANT TO T HE SOLICITORS ACT.
TiT MERITAS LAW FIRMS WORLDWIDE
270' MINDEN
GROSSL:J
FILE NUMBER
23-Jan- l 9 Larkin, Hayley Finalize closing documents; send same to Joshua Samson for closing
24-Jan- l 9 Kallish, Kenneth Email correspondence re closing;
Our Fee: Less Discount:
Total Fees: GST/HST:
Total Fees and GST/HST:
Disbursements:
Agent Service/Filing/Registration Fees/Reports Writ Search (OWL/CSP) Photocopy/Document Impression Search Bankruptcy - Superintendent of Bankruptcy Search Corporate Search Corporate - Profile Report Search PPSA Search Sec. 427 of Bank Act
Total Disbursements: GST/HST on taxable disbursements:
TOTAL DUE ON THIS ACCOUNT:
273 .00 100.00 265.25
32.00 122.00 154.00 172.00 28.00
$1 ,146.25 149.01
$1,295 .26
..,...,,.
411 2412
Page 4
.60 hrs
.20 hrs
15 ,680.50 -3,335 .00
$12,345 .50 1,604.92
$13 ,950.42
$1,295 .26
$15,245.68
ACCOU NTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BE."1R INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.
iii MERITAS LAW FIR MS WORLDWIDE
271Page 5
! MINDEN
GROSS 1:J FIL E NUMBER 4112412
PRE-BILL SUMMARY INFORMATION
Area of Legal Rate Per Name Professional Category Expertise Hour
Kallish, Kenneth Senior Partner BANKRUPTCY 495.00
Larkin, Hayley Junior Assoc BANKRUPTCY 215 .00
Cygelfarb, Sherri Clerk-CorpServ CORP.SERVICES 230.00
Correale, Lucrezia Clerk-CorpServ CORP.SERVICES 200.00
Zito, Shannon Clerk-CorpServ CORP.SERVICES 135.00
Ali, Nusrat Articling Stud STUDENT 210.00
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MO RE WI LL BEA R INTEREST AT T HE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.0. 1990, !'URSUA T TO THE SOLICITORS ACT.
Total Region Hours Total Value
Tor. 12.30 $6,088.50
Tor. 27.00 $5,805.00
Tor. 0.40 $92.00
Tor. 0.30 $60.00
Tor. 0.20 $27.00
Tor. 1.30 $273.00
Totals: 41.5 $12,345.50
. .,,....,. iii MERITAS LAW FIRMS WORLDWIDE
272'MINDEN
GROSSL~
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S I S4 Attn: Gary Abrahamson
REMITTANCE PAGE
Minden Gross lip barristers &solicitors
14Skin g st r eel west , su it e 2200 to r ont o , on , ca nada m.5h 4g2 te l 416.362.3711 fax 416.864.9223 www.mi ndengross.com
I N ACCOUNT WITH
D ATE
FILE NU:vtBER
GST/HST Reg. #
INVOICE #
31-Jan-19
411 2412
11943 7556 RT
407767
For professional services rendered in connection with the above-noted matter.
Our Fees GST/HST Disbursements
GST/HST on taxable disbursements
TOTAL AMOUNT DUE ON THIS ACCOUNT
$12,345 .50 1,604.92 1,146.25
149.01
$15,245.68
For payment by wire transfer requiring our banking infonnation please contact Accounts Receivable at (4 I 6) 369-4328 .
.ACCOUNTS DUE WHEN REN DER ED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVI DED FOR IN SECTION 128 OF T HE COURTS OF JUSTICE ACT. R.S.O. 1990, PURSUANT TO THE SO LICITORS ACT.
...,........ iiT MERITAS LAW FIRMS WORLDWID E
273! MINDEN
GROSS 1~
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1S4 Attn: Gary Abrahamson
Re: Ontario Orthotic Lab Inc. & Premier Footworks Inc. (Receivership)
To Professional Services: Our Fees: Disbursements:
Total Fees and Disbursements:
GST/HST Tax: On Professional Fees: On Taxable Disbursements:
Total GST/HST Tax:
TOTAL DUE ON THIS ACCOUNT:
$6,366.00 177.98
$6,543 .98
$827 .58 23.14
$850.72
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WI LL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT. R.S.0. 1990, PURSUANT TO T HE SO LICITORS ACT.
Minden Gross 11 p barrist e r s & solicitor s
145 king str eet west , suite 2200 to r on t o , o n ,canada m5h 4g 2 te l 4 16.362.3711 fax 4 16.864.9223
www. m in den gross.com
I N ACCOUNT W I TH
DATE 21-Mar-19
FI LE NUMBER 4112412
GST/HST Reg. # 11943 75 56 RT
INVOICE # 409558
$6,543.98
850.72
$7,394.70
.......,.. iii MERITAS LAW FIRMS WORLDWIDE
274' MINDEN
GROSSL~
f l LE NUMBER
TO PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter:
15-Jan-19 Ali, N.
16-Jan-19 Ali, N.
23-Jan-19 Dunn, T.
24-Jan- l 9 Larkin, H.
25-Jan-l 9 Larkin, H.
28-Jan-l 9 Larkin, H.
6-Feb-19 Kallish, K.
l 1-Feb-19 Kallish, K.
ll-Feb-19 Kallish, K.
12-Feb-19 Kallish, K.
13-Feb-19 Kallish, K.
l 9-Feb-19 Kallish, K.
20-Feb-19 Kallish, K.
2 l -Feb-19 Kallish, K.
25-Feb-19 Dunn, T.
25-Feb-19 Dunn, T.
25-Feb-19 Dunn, T.
25-Feb-l 9 Dunn, T.
27-Feb-19 Kallish, K.
28-Feb- l 9 Dunn, T.
Preliminary research about legislation in Ontario that governs the transfer of "patient records" Meeting with Aaron Grubner re sale of "patient records" and related obligations
Research and draft memo re trustee's obligations during a sale of "customer information"
Reviewing closing documents ;
Attend to file re closing IP purchase and sale transaction; email correspondence and telephone call with Joshua Samson re same
Attend to file re IP purchase and sale agreement; telephone call with Joshua Samson re transfer of trademark
Attend to file re transfer of trademark; email correspondence with Joshua Samson re same;
Telephone conference with Gary re Slawner issue;
Email correspondence re Slawner bid;
Meeting with Trustee to review AIR collection strategy and Slawner sale status;
Consider breach of section 9.2 of APA and advise Receiver re deletions to website and other communications to customers;
Telephone conference and email correspondence with Josh re correction of amount by purchaser ofIP; conference call with Agility counsel and Wayne and Fuller Landau re Slawner status;
Email correspondence with Receiver re auction results and funds at RBC; email correspondence re Slawner transaction;
Draft proforma demand letters to Oolab account debtors; email correspondence with Receiver re same; review Slawnor APS and email correspondence and telephone conference with Gary re same;
Draft demand letters (13);
Telephone call from N. Andrews re: quantum of debt;
Telephone call from N. Andrews;
Telephone call to N. Andrews re: claims that debt amount is inaccurate; telephone call to J. Samson at Fuller re: same;
Exchange e-mails with J. Samson re: collection efforts;
Email correspondence re Slawner AP A;
Telephone call from Sean Qayycumi ofFlexcare Therapy re : AIR; telephone call to Sean Qayycumi re: concerns with damages call received by Oolabs;
..........
4112412
Page 2
.70 hrs
3.50 hrs
.50 hrs
.90 hrs
.50 hrs
.70 hrs
.30 hrs
.20 hrs
1.00 hrs
.50 hrs
.80 hrs
.40 hrs
1.30 hrs
1.00 hrs
.10 hrs
.10 hrs
.40 hrs
.20 hrs
.30 hrs
.30 hrs
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BL\R INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF T HE COU RTS OF JUSTICE ACT, R.S.0. 1990, PURSUANT TO T HE SOLIC ITORS ACT.
iii MER ITAS LAW FIRMS WORLDWIDE
275' MINDEN
GROSS L:J
28-Feb-19 Dunn, T .
28-Feb-19 Dunn, T .
l -Mar-19 Kallish, K.
4-Mar-19 Kallish, K.
5-Mar-19 Kallish, K.
7-Mar-19 Kallish, K.
8-Mar-19 Kallish, K.
l l-Mar-19 Kallish, K.
l 2-Mar-19 Kallish, K.
Our Fee: GST/HST:
Total Fees and GST/HST:
Disbursements:
Photocopy/Document Impression Postage Charges/Registered Mail Telephone Long Distance Charges
Total Disbursements:
F l LE NUMBER
Telephone call to J. Samson re: allegations by Sean Qayycumi of Flexcare;
Telephone calls from and to Dr. Sidon re : Supreme Physiotherapy debt; telephone call to J. Samson re: same;
Email correspondence re collection status and Slawner status;
Telephone conference with Gary re Slawner deal and position of Trustee; review response to demand letters and email correspondence with Joshua re request for patient records and other information re Mr. Ginsberg;
Telephone conferences with Josh re AIR collections and next steps; telephone conferences with 2 account debtors;
Consider letter from John Hardy re AIR demand and forward same to Josh;
Telephone conference with counsel for Mr. Ginsberg re information request and email correspondence with Joshua re same; consider Slawner approval Order;
Email correspondence with Josh re AIR collection matters;
Email correspondence re AIR settlements - Hardy and Cowan and Ng;
137.00 40.30
0.68
GST/HST on taxable disbursements: $177.98
23 .14
$201.12
TOTAL DUE ON THIS ACCOUNT:
...,....,...
4112412
Page 3
.20 hrs
.50 hrs
.20 hrs
.80 hrs
.50 hrs
.20 hrs
.60 hrs
.20 hrs
.50 hrs
6,366.00 827 .58
$7,193.58
$201.12
$7,394.70
ACCOU NTS DUE W HEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE W ILL BEAR INTEREST AT T HE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF T HE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO T HE SOLICITORS ACT.
iii ME RI TAS LAW FIRMS WORLDWIDE
276Page 4
' MINDEN
GROSS L:J Fl LE NUMBER 4112412
PRE-BILL SUMMARY INFORMATION
Area of Legal Rate Per Name Professional Category Expertise Hour
Kallish, K. Senior Partner BANKRUPTCY 495.00
Dunn, T. Senior Partner BANKRUPTCY 495.00
Larkin, H. Former Tkpr-Act BANKRUPTCY 215.00
Ali , N. Articling Stud STUDENT 100.00
/\CCOUNTS DUE WHEN RENDERED ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL 13EAR INTEREST AT T HE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.
Total Region Hours Total Value
Tor. 8.80 $4,356.00
Tor. 2.30 $1,138.50
Tor. 2.10 $451.50
Tor. 4.20 $420.00
Totals: 17.4 $6,366.00
,......-TIT MERITAS LAW FIRMS WORLDWIDE
277! MINDEN
GROSSL~
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S IS4
Attn: Gary Abrahamson
REMITTANCE PAGE
Minden Gross I Ip barristers &solicitors
145kingst r eet west , suit e2200 t o r o nto , on , can ad a m5h 4g2 te l 416.362.3711 fa x 416.864. 9223
www. mi ndengro ss.com
I N ACCOUNT WITH
DATE
FILE NUMBER
GST/HST Reg. #
INVOICE #
21-Mar-19
4112412
11943 7556 RT
409558
For professional services rendered in connection with the above-noted matter.
Our Fees GST/HST Disbursements GST/HST on taxable disbursements
TOTAL AMOUNT DUE ON THIS ACCOUNT
6,366.00 827.58 177.98 23.14
$7,394.70
For payment by wire transfer requiring our banking infonnation please contact Accounts Receivable at ( 4 I 6) 369-4328 .
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.0. 1990, PURSUANT TO THE SOLICITORS ACT
..,....... iii MERITAS LAW FIRMS WORLDWIDE
2781MINDEN
GROSS L:J
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1 S4 Attn: Gary Abrahamson
Re: Ontario Orthotic Lab Inc. & Premier Footworks Inc. (Receivership)
To Professional Services: Our Fees: Disbursements:
Total Fees and Disbursements:
GST/HST Tax: On Professional Fees: On Taxable Disbursements:
Total GST/HST Tax:
TOTAL DUE ON THIS ACCOUNT:
$3,778.00 166.65
$3,944.65
$491.14 21.66
$512 .80
ACCO\J 1\JTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S .0. 1990, PURSUANT TO THE SOUC ITORS ACT.
Minden Gross 11 p barristers &s olicit ors
145 kin g street west , su it e 2200 toron t o, on,canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www. mindengross.com
I N ACCOUNT W ITH
DATE 25-Jun-l 9 FILE NUMBER 4112412
OST/HST Reg. # 11 943 7556 RT
INVOICE # 412365
$3,944.65
512 .80
$4,457.45
..,,...... iii MERITAS LAW FIRMS WORLDWIDE
279' MINDEN
GROSS 1:_J
F I LE NUMBER
TO PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter:
20-Mar- l 9 Kallish, K.
20-Mar-19 Dunn, T.
20-Mar-19 Dunn, T.
21-Mar-19 Kallish, K.
21-Mar-19 Dunn, T.
22-Mar-l 9 Kallish, K.
22-Mar-19 Dunn, T.
22-Mar-19 Dunn, T.
22-Mar-19 Dunn, T.
25-Mar-19 Kallish, K.
26-Mar-19 Dunn, T.
27-Mar-19 Kallish, K.
28-Mar-19 Kallish, K.
29-Mar-19 Kallish, K.
l-Apr-19 Kallish, K.
2-Apr-19 Kallish, K.
3-Apr-19 Kallish, K.
5-Apr-19 Dunn, T.
l 9-Apr-19 Kallish, K .
l-May-19 Kallish, K.
2-May-19 Kallish, K.
14-May-19 Kallish, K.
Consider Cowan settlement documents and email correspondence with Receiver and provide comments to Cowan counsel - email correspondence re Ginsberg matter;
Receiving and reviewing Settlement Agreement and e-mails from D. Kastner re : same;
Receiving e-mail from J. Samson re : Minutes of Settlement;
Email correspondence re Ginsberg matter;
Telephone calls from and to J. Samson re : comments on full and final release requested by counterparty; drafting e-mail to D. Kastner re : receiver proposed to release all claims ifrelease is mutual; exchange e-mails with D. Kastner;
Email correspondence with Joshua re Ginsberg - information disclosure and privacy issues and Cowan settlement documents;
Receiving e-mail from M. Lougheed and reviewing revised documents;
Telephone call to J. Samson;
Receiving e-mail from J. Samson re: changes acceptable and next steps re : Cowen;
Email correspondence re Ginsberg release of information and letter from Receiver re same;
Receiving e-mail from M. Lougheed re: fully executed by Cowen;
Telephone conference with Receiver re estate issues and status;
Draft further demand letters;
Telephone conference with Receiver re estate issues;
Email correspondence re security;
Email correspondence with Receiver re security issues;
Email correspondence with Receiver and RBC counsel re security;
Receiving e-mail from J. Samson re: confirmation of payment by Cowen;
Email correspondence with Fuller Landau re position of Slawner inspector;
Consider Receiver's email re distribution;
Meeting with Receiver and RBC re asset realization and outstanding issues re same;
Email correspondence with RBC counsel;
.......,.-
4112412
Page 2
.60 hrs
.20 hrs
. 10 hrs
.20 hrs
.60 hrs
.40 hrs
.30 hrs
.20 hrs
.10 hrs
.20 hrs
.10 hrs
.40 hrs
.40 hrs
.30 hrs
.20 hrs
.20 hrs
.20 hrs
.10 hrs
.20 hrs
.20 hrs
.50 hrs
.30 hrs
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PRO VIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PUKSUANT TO THE SOLICITORS ACT.
TIT MERITAS LAW FIRMS WOR LD WIDE
280Page 3
' MINDEN
GROSSL:J
f l LE NUMBER 4112412
30-May-19 Kallish, K. Draft demand letter to Axiomatic Art; telephone conference with .70 hrs Receiver;
3 l-May-19 Kallish, K. Finalize Axiomatic demand letter and demand letter to 42 Niagara .40 hrs
Our Fee: GST/HST:
Total Fees and GST/HST:
Disbursements:
Photocopy/Document Impression Postage Charges/Registered Mail Search Corporate - Profile Report
Total Disbursements:
Holdings;
GST/HST on taxable disbursements:
TOT AL DUE ON THIS ACCOUNT:
PRE-BILL SUMMARY INFORMATION
Name Professional Category
Kallish, K. Senior Partner
Dunn, T. Senior Partner
Area of Legal Rate Per Expertise Hour
BANKRUPTCY 495 .00
BANKRUPTCY 650.00
ACCOUNTS DUE W HEN RENDERED. ALL A MOUNTS OVERDU E 30 DAYS OR MOR E WILL BEAR INTER EST AT T HE RATE OF 1.3% PER ANNUM AS PROVID ED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 19q0, PURSUANT TO T HE SOLICITORS ACT.
74.25 38.40 54.00
$166.65 21.66
$188.31
Region
Tor.
Tor.
Totals:
,........
Total Hours
5.40
1.70
7.1
3,778.00 491.14
$4,269.14
$188.31
$4,457.45
Total Value
$2,673.00
$1,105.00
$3,778.00
iii MER ITAS LAW FIRMS WORLDWIDE
281! MINDEN
GROSSL~
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1 S4 Attn : Gary Abrahamson
REMITTANCE PAGE
Minden Gross 11 p barristers &solicitors 145 kin g street west, suit e 2200
t oront o , on,can ada m5h 4g2 t el 416.362.3711 fa x 416.864.9223 www. mindengross.com
I N ACCOUNT WITH
DATE
fl LE NUMBER
GST/HST Reg. #
INVOICE #
25-Jun- l 9
4112412
11943 7556 RT
412365
For professional services rendered in connection with the above-noted matter.
Our Fees GST/HST Disbursements GST/HST on taxable disbursements
TOTAL AMOUNT DUE ON THIS ACCOUNT
3,778.00 491.14 166.65 21.66
$4,457.45
For payment by wire transfer requiring our banking information please contact Accounts Receivable at ( 416) 369-4328 .
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT Tl-IE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 O F Tl-IE COURTS OF JUSTICE ACT. R.S .0. 1990, PURS ANT TO T HE SOLICITORS ACT.
..,........ TIT MER ITAS LAW FIRMS WORLDWIDE
282' MINDEN
GROSS L~
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1S4 Attn: Gary Abrahamson
Re: Ontario Orthotic Lab Inc. & Premier Footworks Inc. (Receivership)
To Professional Services: Our Fees: Disbursements:
Total Fees and Disbursements:
GST/HST Tax: On Professional Fees: On Taxable Disbursements:
Total GST/HST Tax:
TOTAL DUE ON THIS ACCOUNT:
$3,905.50 161.50
$4,067.00
$507.72 21.00
$528.72
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROV IDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT. R.S.0. 1990, PURSUANT TO T HE SOLICITORS ACT.
Mi nd en Gro ss 11 p barristers &solicitors l45king st r eet west , suite 2200 toronto , on , canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.mindengross.com
I N ACCOUNT WIT! !
DATE 20-Jan-20 FILE , UMBER 4 11 24 12
GST/HST Reg. # 11 943 7556 RT
INVOICE # 419275
$4,067.00
528.72
$4,595.72
..,,....,... Tii" MERITAS LAW FIRMS WORLDWIDE
283' MINDEN
GROSS 1_:J F t L.E NUMB E R
TO PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter:
25-Jun- l 9 Francis, C.
25-Jun-19 Kallish, K.
12-Aug-19 Kallish, K.
30-Oct-l 9 Kallish, K.
29-Nov-19 Kallish, K.
2-Dec-19 Kallish, K .
3-Dec-19 Kallish, K.
l l -Dec-19 Kallish, K.
12-Dec-19 Kallish, K.
19-Dec-l 9 Kallish, K.
6-Jan-20 Kallish, K.
8-Jan-20 Kallish, K.
Our Fee: GST/HST:
Total Fees and GST/HST:
Disbursements:
Search Corporate - Profile Report Search PPSA
Total Disbursements:
Consultation re opinion on RBC GSA and provide advice and case law re same;
Consider response from Gagnon and forward same to Receiver; emails correspondence with RBC counsel re outstanding issues; consider opinion issue;
Consider responses from Gagnon re Axiomatic and Niagara Street demands and email correspondence with Receiver re same;
Review information re Axiomatic and 42 Niagara and email exchange with BDO; telephone conference with Receiver and RBC re outstanding issues;
Telephone conference with Gary re status;
Email correspondence with RBC counsel;
Review file - telephone conference with RBC solicitor and email correspondence with Receiver re outstanding issues;
Begin drafting security opinion;
Revisions to opinion;
Telephone conference with Gary re outstanding issues;
Telephone conference with Receiver and email correspondence with RBC counsel re assignment of claims ;
Finalize legal opinion; email correspondence with Receiver; forward opinion to Receiver;
27 .00 134.50
GST/HST on taxable disbursements: $161.50
21.00
$182.50
TOTAL DUE ON THIS ACCOUNT:
..,........
4112412
Page 2
.70 hrs
.70 hrs
.30 hrs
1.70 hrs
.20 hrs
.20 hrs
.60 hrs
1.10 hrs
.50 hrs
.30 hrs
.30 hrs
1.00 hrs
3,905.50 507.72
$4,413.22
$ 182.50
$4,595.72
ACCOUNTS DUE W HEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL. BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990. PURSUANT TO THE SOLICITORS ACT.
TIT MERITAS LAW FIRMS WORLDWIDE
284Page 3
! MINDEN
GROSS 1:_J FILE NUMBER 4112412
PRE-BILL SUMMARY INFORMATION
Area of Legal Rate Per Name Professional Category Expertise Hour
Francis, C. Senior Partner LITIGATION 700.00
Kallish, K. Senior Partner BANKRUPTCY 495.00
ACCOUNTS DU E W HEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INT EREST AT THE RATE OF 1.3% PER ANNUM AS PRO VIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE .t,,CT, R.S .O. 19qo. PURSUANT TO THE SOLICITORS ACT.
Total Region Hours Total Value
Tor. 0.70 $490.00
Tor. 6.90 $3,415.50
Totals: 7.6 $3,905.50
·.......,..-TIT ME RITAS LAW FIRMS WORLDWIDE
285' MINDEN
GROSSL:J
PERSONAL AND CONFIDENTIAL
The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, ON M5S 1 S4 Attn: Gary Abrahamson
REMITTANCE PAGE
Minden Gross 11 p barristers &solicitors
145kin gstr eet west ,suite2200 t or onto,on ,canada m5h 4g2 te l 416.362.3711 fax 416.864.9223 www.mindengross.com
I N ACCOUNT WITH
D ATE
FILE NUMBER
GST/HST Reg. #
INVOICE #
20-Jan-20
4112412
11943 7556 RT
419275
For professional services rendered in connection with the above-noted matter.
Our Fees GST/HST Disbursements GST/HST on taxable disbursements
TOT AL AMOUNT DUE ON THIS ACCOUNT
3,905.50
507.72 161.50 21.00
$4,595.72
For payment by wire transfer requiring our banking infonnation please contact Accounts Receivable at (416) 369-4328 .
ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTE l~EST AT T HE RATE OF 1.3% PER ANNUM AS PROVIDE D FOR IN SECTION 128 OF THE COURTS OF .J USTICE ACT. R.S.O. 1990, PURSUANT TO T HE SOLICITORS ACT
...,,...... TIT MERITAS LAW FIRM S WORLDWID E
B E
T W
E E
N
RO
YA
L B
AN
K O
F C
AN
AD
A
-an
d-
ON
TA
RIO
OR
TH
OT
IC L
AB
IN
C., e
t a
l.
Ap
plic
ant
R
esp
ond
ents
C
ou
rt F
ile N
o.
CV
-18
-00
610
281
-00
CL
ON
TA
RIO
S
UP
ER
IOR
CO
UR
T O
F J
US
TIC
E
CO
MM
ER
CIA
L L
IST
Pro
ce
ed
ing c
om
men
ced
at T
oro
nto
A
FF
IDA
VIT
OF
KE
NN
ET
H L
. K
AL
LIS
H
SW
OR
N M
AR
CH
9,
20
20
M
IND
EN
GR
OS
S L
LP
Ba
rris
ters
an
d S
olic
ito
rs
22
00
- 1
45
Kin
g S
tre
et W
est
To
ron
to,
ON
M
5H
4G
2
Cath
eri
ne
Fra
nc
is (
LS
O#
26
900
N)
cfr
ancis
@m
ind
eng
ross.c
om
Te
l:
41
6-3
69
-413
7
Fa
x:
41
6-8
64
-922
3
La
wye
rs f
or
the R
ece
ive
r,
The
Fu
ller
La
nd
au G
rou
p In
c.
286
SERVICE LIST (as at March 16, 2020)
TO: AIRD & BERLIS LLP
Barristers and Solicitors Brookfield Place Suite 1800, 181 Bay Street Toronto, ON M5J 2T9 Steven L. Graff Tel: (416) 865-7726 Email: [email protected] Jeremy Nemers Tel: (416) 865-7724 Email: [email protected] Lawyers for Royal Bank of Canada
AND TO: ERNST & YOUNG INC. Ernst & Young Tower 100 Adelaide Street West, PO Box 1 Toronto, ON M5H 0B3 David Saldanha CIRP | Vice President | Transaction Advisory Services
Tel: 416-943-4431 Fax: 416 943 3300 Email: [email protected] Cam P. Bear Manager | Transaction Advisory Services
Email: [email protected] Tel: 416-943-2167 Fax: 416-943-3300 Proposal Trustee for Ontario Orthotic Lab Inc., Premier Footworks Inc., Veba Sock Company Inc. and Medic Holdings Inc.
287
- 2 -
AND TO: FRED TAYAR & ASSOCIATIONS PROFESSIONAL CORPORATION 65 Queen Street W. Suite 1200 Toronto, ON M5H 2M5 Fred Tayar Tel: 416-363-1800 Fax: 416-363-3356 Email: [email protected] Lawyers for Pierre Gagnon and 9339-6497 Quebec Inc.
AND TO: 2335040 ONTARIO INC. 42 Niagara Street Hamilton, ON L8L 6A2 or 10 Maple Grove Dr., Unit 10, Oakville, ON, L6J 0E1 Attn: Pierre Gagnon Email: [email protected]
AND TO: CAROLYN JANE CROSS 10 Maple Grove Drive Oakville, ON L6J 0E1 Email: [email protected]
AND TO: NATIONAL LEASING GROUP INC. 1525 Buffalo Place (2839829) Winnipeg, MB R3T 1L9 Anna Neustaedter Tel: 1-204-954-9093 Toll Free: 1-877-211-4061 Email: [email protected]
AND TO: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE Legal Services Branch 777 Bay Street, 11th Floor Toronto, ON M5G 2C8 Kevin J. O’Hara Tel: (416) 327-8463 Email: [email protected]
288
- 3 -
AND TO: DEPARTMENT OF JUSTICE The Exchange Tower 130 King Street West, Suite 3400 Toronto, ON M5X 1K6 Diane Winters Tel: (416) 973-3172 Email: [email protected]
289
- 4 -
Email Service:
[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];
#4095317 v2 | 4112412
290
B E T W E E N
ROYAL BANK OF CANADA -and- ONTARIO ORTHOTIC LAB INC., et al. Applicant Respondents
Court File No. CV-18-00610281-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
Proceeding commenced at Toronto
MOTION RECORD
MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2
Catherine Francis (LSO# 26900N) [email protected]
Tel: 416-369-4137 Fax: 416-864-9223 Lawyers for the Receiver, The Fuller Landau Group Inc.