application record - kpmg

Court File No. CV-18-603360-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

BETWEEN:

THE TORONTO-DOMINION BANK

- and -

OXFORD ADVANCED IMAGING INC.

Applicant

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.0.1990, c. B-16, AS AMENDED

APPLICATION RECORD(returnable August 29, 2018)

August 15, 2018 AIRD & BERLIS LLPBarristers & Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, Ontario M5J 2T9

D. Robb English (LSUC # 19862F) Tel: (416) 865-4748 Fax: (416) 863-1515 Email: [email protected]

Kyle Plunkett (LSUC # 61044N)Tel: (416) 865-3406 Fax: (416) 863-1515 Email: [email protected]

Lawyers for Royal Bank of Canada

TO: SEE ATTACHED SERVICE LIST

mailto:[email protected]




COMMERCIAL LIST

BETWEEN:


- and -


Applicant

Respondent


TABLE OF CONTENTS

TAB DOCUMENT

1 Notice of Application issued August 15, 2018

2 Affidavit of Maurice Moffett together with exhibits sworn August 17,2018

EXHIBITS to the Affidavit of Maurice Moffett

A Corporate Profile of Oxford Advanced Imaging Inc.

B Existing Shareholding Structure (List of Shareholders)

C PPSA search results of Oxford Advanced Imaging Inc.

D Unanimous Shareholders Agreement dated September 29, 2015 and Addendum dated November 6, 2016

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E Financial Statements

F Letter dated April 7, 2017

G Letter dated May 3,2017

H Demand Letter dated June 29,2017

I Notice of Intention to Enforce Security dated June 29, 2017

J General Security Agreement dated September 30, 2015

K Forbearance Agreement dated August 10, 2017

3 Form of Sale Process Order

4 Blackline against Model Receivership Order

5 Consent of KPMG to act as Sales Agent

6 Service List

Iff-6O^ff^60 - OQdLCourt File No.

ONTABIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST


- and -

Applicant


Respondent


NOTICE OF APPLICATION

TO THE RESPONDENT

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

THIS APPLICATION will come on for a hearing before a judge presiding over the Commercial List at 330 University Avenue, Toronto, Ontario on 29th day, August, 2018 at 10:00 a.m. or as soon after that time as the matter can be heard on the application of the Applicant

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does

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not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least two days before the hearing.

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

Date: August 15,2018Issued by /i/lACkfJ AaMCu^

Lcca/registrar May NfkolakHs

Address ofcourt office: 330 University Avenue

Toronto, Ontario MSG 1R7

TO: OXFORD ADVANCED IMAGING INC. 4936 Yonge Street, Suite 239 Toronto, ON M2N 6S3

AND TO: THE SERVICE LIST

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APPLICATION

THE APPLICANT, THE TORONTO-DOMINION BANK (“TD Bank”), MAKES

APPLICATION FOR AN ORDER, among other things:

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

and the materials filed in support thereof and declaring that the service of the

application record has been made on a timely basis, or, in the alternative,

dispensing with and/or validating service of same;

b) for the appointment of KPMG Inc. as a Sales Officer to run a sales process in

respect of the operating business of the Respondent substantially in accordance

with the terms of the draft Order appended as Schedule “A” hereto pursuant to

Section 209 of the Ontario Business Corporations Act (“OBCA”);

c) for the winding up of the Respondent corporation following the implementation

of the interim orders herein requested, and for the appointment of a liquidator of

the corporation at the time of such winding up;.

d) in the alternative for the appointment of KPMG Inc. (“KPMG”)as a non-

possessory Interim Receiver under either or both of Section 47 of the Bankruptcy

and Insolvency Act (Canada) or Section 101 of the Courts of Justice Act (Ontario)

with the powers requested for the Sales Officer;

e) for an Order appointing KPMG as a Sales Officer for the purpose of pursuing and

completing a sale of the business of the Respondent on a basis substantially in

accordance with the terms of the draft Order appended as Schedule “A” hereto;

and

f) such further and other relief as counsel may request and this Honourable Court

may deem just.

THE GROUNDS FOR THE APPLICATION ARE:

a) the Respondent is a corporation incorporated pursuant to the laws of the province

of Ontario;

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b) the Applicant is a creditor of the Respondent having a claim in excess of $2,500,

such indebtedness being the sum of $10,907,448;09 as at August 1,2018;

c) as security for their obligations to TD Bank, the Respondent provided security in

favour of TD Bank including, without limitation:

i) a General Security Agreement granted by the Respondent in favour of TD

Bank dated September 30,2015;

ii) on June 29, 2017 the Applicant made written demand upon the

Respondent for repayment of the indebtedness due from tihe Respondent to

TD Bank, and on the same date delivered a Notice of Intention to Enforce

Security addressed to the Respondent pursuant to Section 244(1) of the

Bankruptcy and Insolvency Act 1985 c. B-3, as amended;

d) the Applicant and Respondent entered into an initial Forbearance Agreement as of

August 10, 2017, which was subsequently amended by six subsequent

Forbearance ■ Amendment Agreements dated October 31, 2017, November 30, ' --

2017, January 15, 2018, January 31, 2018, February 16, 2018 and April 1, 2018,

which Forbearance Agreements have expired without repayment of the

indebtedness due to the Applicant;

e) the Respondent, suffers from severe and irreconcilable disagreements among

shareholding groups and board members, each group holding effective vetoes

within the Respondent’s shareholding structure. As a consequence the business of

the Respondent has suffered and the ability of the Respondent to conduct its

corporate affairs has been stymied.

f) with the cooperation of the Applicant, during the Forbearance Period, the

Respondent attempted to commence an informal winding-up of its business

operations by offering the entirety of their business operations for sale, through

the assistance of KPMG.

g) the sale process undertaken by the Respondent was lengthy, but finally resulted in

an Agreement of Purchase and Sale dated April 6, 2018, which remained subject

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to certain conditions. As of August 1, 2018 a specific condition in that

Agreement of Purchase and Sale was not met, and the agreement, could not be

completed and was terminated by seller;

h) the Respondent is facing liquidity challenges and it business is threatened unless it

is able to remarket its business promptly (utilizing the existing due diligence work

efforts expended through KPMG’s earlier efforts) and complete a sale of its

business, following which the affairs of the Respondent may be wound up;

i) the business of the Respondent is to provide medical diagnostic services, notably

MRI and CT testing, and it is a requirement of the licences for operation of these

businesses that the Respondent remain in control of its business and that qualified

physicians are providing the services of the Respondent during this sales period;

j) pursuant to Section 207(l)(b) of the OBCA and by virtue of the differences

among the Respondent, cannot by reason of its liabilities continue its business,

whether or not it is insolvent, and it is advisable to wind it up, and it is just an

equitable that the Respondent be wound up following the sale of its business;

k) it is appropriate for the Court to consider an interim Order under Section 209 of

the OBCA for the appointment of a sales agent to conduct a sale of the business of

the Respondent prior to appointing a liquidator and prior to making a formal

Order for winding up as:

i) KPMG as sales agent may utilize the existing exhaustive sales process and

materials related thereto to secure and complete a sales transaction quickly

and with less additional expense;

ii) the sale of the business as a going concern through a sales agent will

alleviate the difficulties associated with stakeholder grid lock;

iii) the sale of the business as a going concern will best preserve value for all

stakeholders and creditors;

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iv) as any transfer or re-allocation of the licence for the business involves

Ministry of Health approval, and a Court process provides for a formal

framework timeline, and process for seeking such approval on a timely

basis;

l) such other grounds as set out in the Affidavit of Maurice Moffett sworn August

17,2018, filed with this application; and

m) such further and other grounds as counsel may advise and this Court may deem

just.

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

motion:

a) the Affidavit of Maurice Moffett sworn August 17, 2018 and the Exhibits

attached thereto;

b) . the consent of KPMG to act as Sales Agent of the Respondent; and

c) such further and other evidence as counsel may advise and this Honourable Court

may permit.

August 15, 2018 AIRD & BERLIS LLPBarristers & Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, Ontario M5J 2T9

D. Robb English (LSUC # 19862F)Tel: (416) 865-4748 Fax: (416) 863-1515 Email: [email protected]

Lawyers for The Toronto-Dominion Bank


SCHEDULE “A” (DRAFT ORDER)

Court File No.


COMMERCIAL LIST

THE HONOURABLE ) DAY, THE 29th DAY

) OF AUGUST, 2018

)

BETWEEN:

THE TORONTO-DOMENTON BANK

- and -

Applicant


Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS COBPORAHONS ACT, (ONTARIO) R.S.0.1990, c. B-16, AS AMENDED

ORDER

THIS APPLICATION by The Toronto-Dominion Bank for an Order for the winding up of

the Respondent pursuant to Section 207 and 209 of the Business Corporations Act (Ontario), for

interim orders for the sale of the business of the Respondent and for the appointment of KPMG Inc.

(“KPMG”) as Sales Officer, and for other relief was brought on this day at 330 University Avenue,

Toronto.

ON READING the Affidavit of Maurice Moffett sworn August 17, 2018 and the Exhibits

thereto, the Application Record of the Applicant, and upon hearing the submissions of counsel for

the Applicant, counsel for the Respondent, and counsel for !f§!, and upon reading the Consent of

the Respondent and the Consent of KPMG to act as Sales Agent:

APPOINTMENT OF SALES OFFICER

1. THIS COURT ORDERS that KPMG is hereby appointed as the sales officer (“Sales

Officer”) to carry out a process (the “Sale Process”) for the sale of the assets and business of

Oxford Advanced Imaging Inc. (“OAI”) (the “Property”).

2. THIS COURT ORDERS that the Sales Officer is not and shall not be deemed to be a

receiver as defined in the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the

BIA”) and shall not be required to provide notice of its appointment or any statement or reports

in accordance with sections 245 and 246 of the BIA.

SALES OFFICER’S POWERS

3. THIS COURT ORDERS that the Sales Officer is hereby empowered and authorized,

but not obligated, to act at once in respect of the sale of the Property and, without in any way

limiting the generality of the foregoing, the Sales Officer is hereby expressly empowered and

authorized to do any of the following where the Sales Officer considers it necessary or desirable:

(a) to review and monitor the cash receipts and disbursements of OAI;

(b) to market any or all of the Property including soliciting offers in respect of the

Property or any part or parts thereof and negotiating such terms and conditions of sale as

the Sales Officer in its sole discretion may deem appropriate;

(c) to enter into one or more sales agreements on behalf of OAI for all or any part of

the Property, subject to Court approval;

(d) to engage consultants, appraisers, agents, brokers, experts, auditors, accountants,

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

whatever basis, including on a temporary basis;

(e) 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;

(f) to distribute the proceeds of any sale of the Property or any part or parts thereof to

secured creditors, including The Toronto-Dominion Bank (“TD Bank”) subject to further

orders of this Court;

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

performance of any statutory obligations;

(h) to engage with, meet, communicate and consult with representatives of the

Ministry of Health and Long Term Care ( the “Ministry”), independently from the

Respondents or other affected parties, with respect to all matters concerning or relating to

License Numbers 5094573, 6991291 and 0092384, including but not limited to the

maintenance of the good standing of such licenses and the proposed transfer of such

licenses in the course of the Sale Process, and neither the Sales Officer nor the Ministry

shall be subject to any liability as a result of such discussions or consultations.

(i) to independently report to, meet with and discuss with each of TD Bank and the

shareholders of OAI (the “Shareholders”) on a regular basis as the Sales Officer deems

appropriate, on all matters relating to the Sale Process and to the projected and actual

cash flows of OAI, subject to such term as to confidentiality as the Sales Officer deems

advisable; provided however the Sales Officer shall not be required to follow any

recommendations of TD Bank or of any Shareholder;

(j) to apply to Court to seek advice and direction with respect to any of the Sales

Officer’s powers or duties as set out in this Order;

(k) be at liberty to engage independent legal counsel or such other persons as the

Sales Officer deems necessary or advisable respecting the exercise of its powers and

performance of its obligations under this Order; and

(l) perform such other duties as are required by this Order or by this Court from time

to time .

and in each case where the Sales Officer 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 OAI and the Shareholders, and without interference from any other Person.

4. THIS COURT ORDERS that the Sales Officer shall not take possession of the Property

and shall take no part whatsoever in the management or supervision of the management of the

business of OAI (the "Business") and shall not, by fulfilling its obligations hereunder, be deemed

to have taken or maintained possession or control of the Business or Property, or any part

thereof.

5. THIS COURT ORDERS that nothing in this Order shall be construed as resulting in the

Sales Officer being an officer, director, employer, successor employer, responsible person or

operator within the meaning of any statute, regulation or rule of law, or equity for any purpose

whatsoever.

6. THIS COURT ORDERS that the Sales Officer shall not have any liability with respect

to any losses, claims, damages or liabilities, of any nature or kind, to any Person from and after

the date of this Order except to the extent such losses, claims, damages or liabilities result from

the gross negligence or wilful misconduct on the part of the Sales Officer.

SALE PROCESS

7. THIS COURT ORDERS that the Sales Officer is hereby authorized and directed to

carry out a Sale Process for the Property in accordance with the steps and timelines as described

in Schedule "A” attached hereto. Any amendment to or extension of the timelines shall require

the written approval of TD Bank or an order of the Court.

8. THIS COURT ORDERS that nothing in this Order shall prevent or limit the right of

any Shareholder from bidding or making offers to purchase the Property in accordance with the

terms of the Sale Process.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE SALES OFFICER

9. THIS COURT ORDERS that the Sales Officer shall have unfettered access to any

Property, information or Records (defined below) of OAI as the Sales Officer shall request in its

unfettered discretion for the purpose of fulfilling its duties under this Order.

10. THIS COURT ORDERS that (i) OAI, (ii) all of its current and former directors,

officers, employees, agents, accountants, legal counsel and shareholders, and all other persons

acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,

governmental bodies or agencies, or other entities having notice of this Order (all of the

foregoing, collectively, being "Persons" and each being a "Person") shall forthwith grant

immediate and continued access to the Property and full and complete access to the books and

records including information regarding the Business, the Property and any transactions with

OAI to the Sales Officer to the extent required to perform its duties arising under this Order.

11. THIS COURT ORDERS that upon the Sales Officer's request, all Persons shall provide

to the Sales Officer, or permit the Sales Officer, to make, retain and take away copies of any

books, documents, securities, contracts, orders, corporate and accounting records, and any other

papers, records and information of any kind related to the business or affairs of OAI, 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 grant to the Sales Officer unfettered access to and use of accounting, computer,

software and physical facilities relating thereto, provided however that nothing in this Order shall

require the delivery of Records, or the granting of access to Records, which may not be disclosed

or provided to the Sales Officer due to the privilege of any of the Shareholders (and/or any

corporations or other entities wholly owned by any of the Shareholders) attaching to solicitor-

client communication or due to statutory provisions prohibiting such disclosure.

12; . 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, upon request by

the Sales Officer, forthwith give unfettered access to the Sales Officer for the purpose of

allowing the Sales Officer 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 Sales Officer in its discretion

deems expedient, and shall not alter, erase or destroy any Records without the prior written

consent of the Sales Officer. Further, for the purposes of this paragraph, all Persons shall provide

the Sales Officer with all such assistance in gaining immediate access to the information in the

Records as the Sales Officer may in its discretion require including providing the Sales Officer

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

with any and all access codes, account names and account numbers that may be required to gain

access to the information.

13. THIS COURT ORDERS that the Sales Officer and its designates shall be entitled to

enter any premises occupied by OAI for the purposes of exercising the Sales Officer's powers

under this Order provided the Sales Officer provides at least 24 hours advance notice to any

affected party.

NO PROCEEDINGS AGAINST THE SALES OFFICER

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

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

except with the written consent of the Sales Officer, as applicable, or with leave of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

15. THIS COURT ORDERS that no proceedings against or in respect of the Respondent or

the Property shall be commenced or continued except with the written consent of the Sales

Officer or with leave of this Court and any and all proceedings currently underway against or in

respect of any of the Respondent or the Property are hereby stayed and suspended pending

further Order of this Court.

16. THIS COURT ORDERS that all rights and remedies against the Respondent or

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

Sales Officer 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 Respondent to carry on any business which

the Respondent was not lawfully entitled to carry on; (ii) exempt the Respondent 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.

FUNDING OF THE SALE PROCESS

17. THIS COURT ORDERS that the Sales Officer for, on behalf of and in the name of the

Respondent, shall be at liberty and is hereby empowered to borrow, from The Toronto-Dominion

Bank, by way of a revolving line credit or otherwise, such monies from time to time as it may

consider necessary or desirable for the funding of the business of the Respondent and for the

funding of the Sale Process, in addition to the existing credit facilities provided by The Toronto-

Dominion Bank, provided that any excess from the existing limits of borrowing available to the

Respondent from The Toronto-Dominion Bank does not exceed $500,000 (or such greater

amount as this Court may be 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 business of the Respondent through the completion of the Sale Process, exclusive of

the fees and disbursements of the Court officer. The whole of the Property shall be and is hereby

charged by way of a fixed and specific charge (the “Sale Process Borrowings Charge”) as

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

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

otherwise, in favour of any person, but subordinate in priority to the Sales Officer’s charge and

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

18. THIS COURT ORDERS that neither the Sale Process Borrowings Charge nor any other

security granted by the Sales Officer in connection with its borrowings under this Order shall be

enforced without leave of this Court.

19. THIS COURT ORDERS that the Sales Officer is at liberty and authorized to issue

certificates substantially in the form annexed as Schedule “B” hereto (the “Sales Officer

Certificates”) for any amount borrowed by or pursuant to this Order.

20. THIS COURT ORDERS that the monies from time to time borrowed by the

Respondent through the Sales Officer Certificates pursuant to this Order or any further Order of

this Court and any and all Sales Officer Certificates evidencing the same or any part thereof shall

rank on a pari passu basis, unless otherwise agreed by the holders of any prior issued Sales

Officer Certificates.

PAYMENTS TO SHAREHOLDERS

21. TEDS COURT ORDERS that, other than as provided in paragraph 16 below, OAI shall

not make any payments on account of shareholder loans or advance loans to any of the

Shareholders, any corporation or entity associated with any of the Shareholders, or any related

third parties until such time as the TD Bank Indebtedness has been paid in full. Nothing in this

provision shall prohibit payment to a shareholder for professional services rendered in

accordance with usual and customary rates and terms.

SALES OFFICER TO DISTRIBUTE FUNDS

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

of payments received or collected by the Sales Officer in connection with the Sale Process from

one or more sales of the Property and after the making of this Order, shall be paid or distributed

by the Sales Officer to TD Bank, in advance of but subject to a formal distribution order, as and

by way of a permanent reduction of TD Bank Indebtedness until such time as TD Bank

Indebtedness has been paid in full, and then to such other Persons in accordance with any further

Order of the Court.

PIPEDA

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

Information Protection and Electronic Documents Act, the Sales Officer 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 die 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 Sales Officer, 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 OAI and shall return all other

personal information to the Sales Officer or ensure that all other personal information is

destroyed.

LIMITATION ON THE SALES OFFICER’S LIABILITY

24. THIS COURT ORDERS that the Sales Officer, its officers, directors, employees and

agents, shall incur no liability or obligation as a result of its appointment or carrying out the

provisions of this Order, save and except for any gross negligence or wilful misconduct on its

part. The Sales Officer is an officer of the Court and not a director, officer, agent or employee of

OAI and the Sales Officer shall be entitled to all of the protections afforded an officer of the

Court pursuant to the terms of this Order, and any applicable legislation, at common law or

otherwise.

SALES OFFICER ACCOUNTS

25. TUTS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall be

paid their reasonable fees and disbursements by OAI, in each case at their standard rates and

charges unless otherwise ordered by the Court on the passing of accounts, and that the Sales

Officer and counsel to the Sales Officer shall be entitled to and are hereby granted a charge (the

"Sales Officer's Charge") on the Property, as security for such fees and disbursements, inclusive

of fees and disbursements relating to attempts to sell the Property including those incurred prior

to the date of this Order, and that the Sales Officer’s Charge shall form:

(a) a first charge upon the Property and the proceeds thereof in priority to all security

interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any

person for fees and disbursements arising after the making of this Order in respect of

these proceedings, to a maximum of $500,000; and

(b) shall form a second charge upon the Property and the proceeds thereof in priority

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

. subsequent , to the security interests .qf TD Bank,- for sums, other than as described-in

paragraph 25(a) hereof.

26. THIS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall

pass their accounts from time to time before this Court.

GENERAL

27. THIS COURT ORDERS that the Sales Officer may from time to time apply to this

Court for advice and directions in the discharge of its powers and duties hereunder.

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

regulatory or administrative body having jurisdiction in Ontario to give effect to this Order and to

assist the Sales Officer and its agents in carrying out the terms of this Order. All courts, tribunals,

regulatory and administrative bodies are hereby respectfully requested to make such orders and to

provide such assistance to the Sales Officer, as an officer of this Court, as may be necessary or

desirable to give effect to this Order or to assist the Sales Officer and its agents in carrying out the

terms of this Order.

29. THIS COURT ORDERS that the Sales Officer be at fiberty 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 Sales Officer 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.

30. 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 Sales Officer 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.

Schedule "A"Oxford Advanced Imaging Inc.

Sale Process — Steps and Timelines

Steps Timelines1. Preparation of Marketing Materials

. developing a list of potential strategic and financial targets in consultant with TD Bank and the shareholders

• a Sales Teaser

• a Confidential Information Memorandum (CIM)

• preparation of financial forecasts by clinic

• setting up an electronic "Data Room"

1 week from date of this Order

2. Marketing. distributing the teaser and CIM (to

qualified parties who have signed an NDA)

• providing access to the Data Roomresponding to inquiries from interested parties

• Provision of draft APA

3 weeks from date of this Order

3. Deadline for receipt of offer(s) in the form ofa markup to the draft form of APA provided


4. Review and negotiation of offer(s) 6 weeks from date of this Order

Choose successful bidder 6 weeks from date of this Order

6. Motion to approve sale(s) , As soon as possible following selection of successful bidder

NOTES

1. Preparation of marketing materials is subject to available and adequate information being provided to the Sales Officer.

2. Timelines are subject to change at the discretion of the Sales Officer.

3. The Sales Officer reserves the right to accept offer(s) subject to Court approval at any time.

SCHEDULE"B"

SALES OFFICER CERTIFICATE

CERTIFICATE NO._______________

AMOUNT $______________________

1. THIS IS TO CERTIFY that KPMG INC., the Sales Officer (the "Sales Officer") of the

assets, undertakings and properties OXFORD ADVANCED IMAGING INC. acquired for, or

used in relation to a business carried on by the Respondent, including all proceeds thereof

(collectively, the “Property”) appointed by Order of the Ontario Superior Court of Justice

(Commercial List) (the "Court") dated the___day of _______ , 20__(the "Order") made in an

action having Court file number__-CL-_______ , has received as such Sales Officer from the

holder of this certificate (the "Lender") the principal sum of $___________ , being part of the

total principal sum of $____________which the Sales Officer 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 iu 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 Sales Officer 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 Sales Officer 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 Sales

Officer 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 Sales Officer to deal

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

the Court.

7. The Sales Officer 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__.

KPMG INC., solely in its capacity as Sales Officer of the Property, and not in its

personal capacity

Per:Name:Title:

THE TORONTO-DOMIMON BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant RespondentCourt File No.


COMMERCIAL LIST

Proceedings commenced at Toronto

ORDER

AIRD & BERLIS LLP Barristers and Solicitors

Brookfield Place 181 Bay Street, Suite 1800

Toronto, ON M5J 2T9

D. Robb English (LSUC # 19862F) Tel: (416) 865-4748 Fax: (416) 863-1515

Email: [email protected]


33375190.2


THE TORONTO JJOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant RespondentCourt File No. 0^1/ ( S' ~ 6o ^>^>6 & ' 00


COMMERCIAL LIST


NOTICE OF APPLICATION

AIRD & BERLIS LLPBarristers and Solicitors


Toronto, ON M5J2T9




33372568.1




COMMERCIAL LIST

BETWEEN:


Applicant

- and -


Respondent


AFFIDAVIT OF MAURICE MOFFETT

I, MAURICE MOFFETT, of the City of Toronto, in the Province of Ontario, MAKE

OATH AND SAY AS FOLLOWS:

1. I am a Director with the Financial Restructuring Group of The Toronto-Dominion Bank

(“TD Bank”) which is the first secured creditor of Oxford Advanced Imaging Inc. (“OAI”). I

am one of the employees of TD Bank currently responsible for the loans of TD Bank to OAI and

as such I have personal knowledge of the matters to which I hereinafter depose. Where I do not

have personal knowledge of the matters set out herein, I have indicated the source of my

information and in all such cases believe such information to be true.

PURPOSE

2. I am swearing this Affidavit in support of an application by TD Bank for an Order for the

winding up of OAI following and consequent upon the sale of the business of OAI under a Court

supervised process as described in the Notice of Application herein.

2

DESCRIPTION OF THE DEBTOR

3. The debtor is a corporation incorporated pursuant to the Business Corporations Act

(Ontario), being incorporated on October 16, 2014, and a recently obtained profile report for

OAI is appended as Exhibit “A” hereto.

4. OAI was originally formed by a group of four radiologists, being Dr. Gordon Cheung,

Dr. Davinder Gill, Dr. Deep Chata, and Dr. Jae Kim. It was the intention of these four doctors to

utilize OAI to acquire the business of OAI from Life Labs.

5. OAI subsequently did acquire that business and presently owns and operates two medical

diagnostic imaging clinics, one located in Mississauga, Ontario and one in Ajax, Ontario,

together with associated licences issued by the Ministry of Health for Ontario. These clinics

operate as MRI and CT diagnostic centres, with an ultrasound business also being operated out

of the Mississauga location. There are currently only five locations in the Province of Ontario

providing MRI services on independent basis, the remaining locations being owned by another

operators in Kingston, Kitchener and Markham Ontario. Accordingly, the Respondent represents

about 40% of the capacity for MRI diagnostics for Ontario outside of government operated

facilities.

6. In order to fund the acquisition of these facilities, the four radiologists required additional

financing. This was partially obtained through the solicitation of other minority investors. The

major investor was Element Fleet Management Corp. (now known as ECN Financial Inc.)

(“ECN”) which became both a significant shareholder, and a secured creditor of OAI. Other

investments came by way of subscriptions for preference shares from a number of other

individuals. The existing shareholding structure as represented to TD Bank is set out on Exhibit

“B” hereto.

7. Ultimately, at or about the beginning of October 2015, OAI acquired the assets and of the

business associated with the two clinics with debt financing provided as follows:

(a) from TD Bank, loans of $1 million by way of demand operating loan and $14 million by way of a senior secured term loan; and

(b) from ECN by way of a $9 million convertible loan, and a $2,155,000 equipment loan.

3

8. TD Bank is, generally stated, in a first secured position, although the loans TD Bank and

ECN are subject to an Intercreditor Agreement dated as of September 25, 2015 the terms of

which are not pertinent to the relief requested in this application unless and until the distribution

is to be made. A recent certified PPSA search of the Respondent with file currency as of August

8. 2018 is appended as Exhibit “C” hereto.

9. The shareholders of OAI, including ECN, entered in a Unanimous Shareholders

Agreement dated as of September 29, 2015, together with an Addendum dated November 6,

2016 copies of which is appended collectively as Exhibit “D” hereto. Pursuant to this

Unanimous Shareholders Agreement decisions of the Board of Directors and Shareholders

required a 2/3 majority of votes cast for ordinary decisions and a 75% majority of votes cast for

specified for material transactions, including any sale or disposition of assets.

BUSINESS ISSUES AND CONFLICTS

10. Shortly after the acquisition of its business serious disputes and conflicts began to emerge

among various shareholders. In particular, there was strong discord between Dr. Jae Kim, and

the other three radiologists as were the original intended operators of the Respondent. Other

shareholders, to varying extents, chose sides between those disputing individuals.

11. Without meaning to choose any such side, and with no intention to request the Court to

assess any culpability or blame, I can observe some of the origins of the dispute.

12. Dr. Jae Kim was the president of the Respondent, had ultimate control over the day to

day operations, and was the person to whom the controller of the business reported. Following

its inception, the Respondent made a number of cash advances to related entities, being Oxford

Medical Imaging Inc. and Oxford Partners Inc. Both of those corporations were entities in which

Dr. Jae Kim held significant equity interests, but did not share the same ownership as OAI. Dr.

Jae Kim asserted that there were good business reasons for those advances, but the other doctors

did not all accept that such was the case. By the summer of 2017, approximately $1.4 million

was owing to OAI from those others corporations (which were not financed by TD Bank) with

no agreed plan for repayment of all loans. This cash drain has affected the liquidity of the

Respondent. Certain shareholders wished to replace Dr. Jae Kim as president, but any such

4

change would require the vote of a 2/3 majority under the Unanimous Shareholders Agreement,

and neither faction controlled 2/3 of any vote.

13. The last complete year-end financial statements provided by the Respondent to TD Bank

are appended as Exhibit “E” hereto. These financial statements reflect a business that was

profitable at that time, but also reflect the beginning of these related company loans.

14. By early 2017 matters were hitting a crisis. The company’s loan arrangements with TD

Bank contained a debt service ratio financial covenant. The Respondent was offside of this

covenant.

15. The Respondent was also facing milestones under their ECN credit facility which called

for PIK interest and conversion rights in various circumstances.

16. The management of the Respondent fell into a state of complete distrust and hostility

between factions. This resulted in a number of propositions being brought forward by one side

or the other to address liquidity concerns through equity raises, which would have the effect of

diluting the interest of the other party or to increase debt. None of these plans ever came to

realization . Any major changes required 75% approval, and no party could even achieve the 2/3

approval required for day to day business decisions.

17. Ultimately, TD Bank delivered a notice to the Respondent that it was in breach of

specified covenants under its loan agreements. This letter notifying the customer of these

covenant breaches was dated April 7, 2017, and a true copy of such is appended as Exhibit “F”

hereto. The letter was not a demand letter.

18. Partially as a consequence of the default letter issued by TD Bank, but primarily due to

its own concerns over the gridlock of management and the logistical impossibility of carrying on

a business effectively under such a gridlock, ECN delivered its own default notice by letter dated

May 3, 2017, a copy of which is appended as Exhibit “G” hereto.

19. By this time a continued banking relationship between TD Bank and the Respondent was

simply untenable. At the most basic level, there was not any individual or group of individuals

who could be said to have authority to transact business and make banking arrangements or

5

agreements on behalf of the company. The account was transferred to the Bank’s financial

restructuring group to attempt to breach the impasse.

20. Over the next couple of months TD Bank’s financial restructuring group met with various

factions of management independently to see if some consensus could be reached. While

schemes for refinancing and/or equity raises were suggested by different parties, none of them

had the requisite of backing of shareholders to be brought to fruition, and no means to bridge the

impasse could be identified.

DEMANDS AND FORBEARANCE

21. The operating loan provided by TD Bank was due on a demand basis, and the term loan

was also in default based upon cross-default provisions with the operating loan and based upon

breaches of the terms of the lending agreement. As a consequence TD Bank issued formal

demand for repayment on June 29, 2017, a true copy of such demand being appended as

“Exhibit “H” hereto.

22. On the same date of June 29, 2017 TD Bank also delivered a notice of intention to

enforce its security in respect of the security held by TD Bank from the Respondent, which

security was in the form of a General Security Agreement dated September 30, 2015. The

Notice of Intention to Enforce Security is appended as Exhibit “I” hereto and the General

Security Agreement is appended as Exhibit “J” hereto.

23. TD Bank has not been repaid its loans, and the notice period under the Notice of

Intention to Enforce Security has long since lapsed.

24. Following demand TD Bank invited all shareholders of OAI to attend a meeting with

bank representatives, either in person or by conference call participation. In discussions with

stakeholders TD Bank had determined that the only item of agreement it had heard from the

respective parties was that KPMG Inc. (“KPMG”) were the best suited to assist the company in

any sales process which it might undertake, both because of their familiarity with the industry in

general and because they had assisted the seller in the original acquisition of these facilities by

the Respondent.

6

25. At the meeting coordinated by TD Bank all stakeholders were advised by TD Bank that

the Bank would provide a forbearance arrangement only if the company immediately and

actively pursued a plan to sell its operating business to third parties. Secured Creditors could

then receive repayment and any disputes concerning shareholder loans or equity claims could be

resolved subsequently through litigation, or in a winding up processes which would not need to

involve secured creditors. The shareholders unanimously agreed to the Bank’s basic proposal

that the operating business be sold and subsequently a forbearance agreement was entered into

on August 10, 2017 (the “Forbearance Agreement”), a true copy of which is appended as

Exhibit “K” hereto.

26. Under the terms of the Forbearance Agreement, OAI was obligated to actively continue a

sales effort for its operating business through KPMG. The Forbearance Agreement was

subsequently amended and extended on six separate occasions to enable the sales process to

continue the last being a Forbearance Amending Agreement dated April 1, 2018, with a

forbearance period expiring May 15, 2018.

27. Notably, under the fifth amendment to the Forbearance Agreement, TD Bank agreed to

provide a bulge loan facility to OAI of $1 million, $500,000 of which was made available

immediately, and $500,000 of which was made available following the execution of an

Agreement of Purchase and Sale of OAFs business to address liquidity issues arising due to the

delayed sale. At present this bulge facility has been advanced to a maximum of $725,000, and

was capped at that level in July 2018, when the sales process became stalled.

SALES PROCESS

28. OAI had entered into a formal engagement agreement with KPMG in an effort to pursue

a sale of its business as was agreed to under the forbearance arrangement with TD Bank. ECN

also entered into its own forbearance arrangements with OAI which substantially mirrored those

of TD Bank.

29. By August 28, 2017 initial teasers had been sent out, and KPMG initially contacted 107

potentially interested parties. A Confidential Information Memorandum (‘CIM”) was prepared

as well as a process letter, and a non-disclosure agreement. By September 8, 2017, thirty-seven

parties had signed the NDA and obtained the CIM and process letter.

7

30. By early November 2017 OAI had selected eight parties with potentially acceptable bid

proposals to move to the second phase of the sale process. Two other parties then increased their

proposals and were also included in the second phase. These parties were granted access to a

virtual data room as at October 31, 2018. At the same time, the Respondent engaged Blakes LLP

as special counsel to prepare an Asset Purchase Agreement (“APA”) in a draft form for

utilization by the potential buyers.

31. The second bid deadline was established as November 30, 2017, and the number of

interested parties had been reduced to five. KPMG continued to work business negotiations

between potential buyers and OAI, and the most attractive offers were narrowed down to three as

of January 31, 2018. By mid-February 2018, one bidder emerged as the most desirable, as the

price was higher than other competing bids and the business terms appeared workable. The

parties continued to negotiate legal and business terms through their respective counsel (Blakes

for OAI) and after strenuous negotiations, an agreement of purchase and sale was finally

concluded in April 6, 2018. The APA contained a condition for the benefit of both parties that

the Ministry of Health’s consent to the transfer of the operating licences for the clinics to the

purchaser would be obtained, and the agreement would be closed by August 1, 2018. Similar

conditions had been required by all other interested parties as the clinics are unable to operate

without the appropriate ministry licence in place.

32. Neither the terms of the APA, nor the terms of other competing bids are being disclosed

in these materials because concern that such disclosure would impact upon any new sales process

which the Court may deem fit to order. However, the details of the process are given because

they indicate that the process was robust, exhaustive and thorough. The materials used for the

CIM, and the draft APA developed by KPMG and circulated to the parties can all be reused by

the Respondent to the truncate any future sales process, and to limit redundant fees.

MOH APPROVAL

33. OAI made application on April 30, 2018 to the Ministry and Health and Long Term Care

(“MOH”) for the Province of Ontario for the transfer of independent health facilities Licence

Nos: 5094573, 0092384 and 6991291 to the purchaser. At that time, Ontario was in the midst of

a provincial election campaign. On May 24, 2018 OAI received a response from MOH

acknowledging receipt of the application for transfer, requesting that a business case setting out

8

details and rationale for transfer to a “for profit” corporation be provided, and indicating that the

director would require direction from the Minister, which would not be available until after the

election had occurred.

34. Subsequently, on June 6, 2018 OAI delivered further documentation for its requested

license transfer to the director of independent health facilities at MOH, together with the

business case for that transfer. MOH had requested OAI to address the issue of a transfer to a

“for profit” rather than a not-for profit organization, when the other MRI centres in the province

were operated by not-for-profit entities. It should be noted that the prior transfers of the existing

licence to OAI were transfers to a for profit entity. Furthermore, while the other three MRI

centres in Ontario hold their licenses within not-for-profit organizations, the parties controlling

those licenses do so through corporations that are “for profit” and provide the services associated

with the conduct of facility on a for profit basis, such that the end of result is substantially the

same. Accordingly, there is no reason to believe that a sale to a for profit entity would

necessarily fail to be approved as it is not new nor even materially different.

35. MOH subsequently replied indicating that its review of the transfer application would be

postponed pending an audit of the ongoing transactions between OAI and MOH. OAI

management has assured TD Bank that it has responded promptly to MOH’s audit inquiries and

that it is confident that there are no major irregularities which will arise from this review.

36. However, as a consequence of the uncertainty of MOH approval for this purchaser, and

the failure to obtain confirmation of MOH approval for the licence transfer, and complete the

purchase by August 1, 2018, the condition in the APA for such approval was not met. The

purchaser has not confirmed its intention to extend this conditional period, and the seller was not

prepared to leave the transaction uncertain, and in the discretion of the purchaser, for an

indefinite time period. As a consequence a formal termination of this APA occurred on August

9, 2018.

CURRENT STATUS

37. The business of the Respondent should be a viable business if properly run and managed.

However, the business cannot be properly run and managed by the existing ownership group or

9

under the auspices of the existing corporate entity. The gridlock among stakeholders has made

the continuation of the Respondent corporate entity unworkable.

38. The business and the licences of the Respondent that require that services be performed

by qualified radiologists, and this must continue through any transition process, and with any

purchaser, both to preserve the licences and to protect the public.

39. There is a public interest in maintaining the clinics as open and operating during any

sales and transition process, as a they provide approximately 40% (or more) of the Ontario

public’s access to MRI services outside of hospital operations.

40. All stakeholders, including TD Bank, ECN and all shareholders have indicated their

desire to sell the business and to do so in a way to minimize the impact on the services provided,

and upon the value of the business. Once the business has been sold, the proceeds can be dealt

with to eliminate the liquidity crisis caused by the company’s inability to meet the demands of its

secured creditors through repayment of those creditors. The appointment of a sales officer to

conduct the sales process will allow the sale of the clinics to occur with the Respondent licensee

in charge of the business operations as required for public protection and licensing approval, but

with sufficient authority given to the sales agent to allow a sale of the business to be completed

promptly outside of the shareholder gridlock.

41. Following the completion of a successful sale, the assets of the Respondent will consist

of the proceeds of sale which are hoped to repay secured creditors in full, allow for any audited

adjustments with MOH to be paid, and give rise to a fund available for distribution to

shareholders. At that stage a final winding up Order and appointment of the liquidator would

provide a process for the disputing parties to quickly and summarily resolve any accounting or

distribution issues. It is not desirable to appoint a liquidator prior to the interim relief of sale due

to the potential impact on business operations and hence the license.

42. KPMG is well suited to conduct this sales process promptly and on the timelines

indicated due to their prior involvement in this matter at the engagement of the Respondent, and

KPMG has consented to act as sales agent if so appointed by this Court.

10

43. This Affidavit is made in support of an Order for the winding up of the Respondent

following an interim Order for the approval of a sales officer and a sales process, failing which

TD Bank would seek the appointment of an interim receiver under Section 47 of the Bankruptcy

and Insolvency Act or Section 101 of the Courts of Justice Act, and this Affidavit is made for no

other or improper purpose whatsoever.

SWORN before me at the City of Toronto, in the Province of Ontario, )this 17th day of August, 2018 )

) _________________ :________________________________________^__________ J^MAURIC^MOPFETTCommissioner for taking affidavits, etc. j y

THE TORONTO-DOMINION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant RespondentCourt File No. CV-18-6033 60-00CL


COMMERCIAL LIST


AFFIDAVIT OF MAURICE MOFFETT



Toronto, ON M5J 2T9



Kyle Plunkett (LSUC #61044N)Tel: (416)865-3406 Fax:(416)863-1515



33378090.1



THIS IS EXHIBIT “A” TO THE AFFIDAVIT OF MAURICE MOFFETT

SWORN THIS DAY OF AUGUST, 2018.

A Commissioner for taking affidavits

Request ID: Transaction ID: Category ID:

02025496264447348UN/E

Province of OntarioMinistry of Government Services

Date Report Produced: Time Report Produced: Page:

2017/05/1211:52:231

CORPORATION PROFILE REPORTOntario Corp Number Corporation Name Incorporation Date

2438036 OXFORD ADVANCED IMAGING INC. 2014/10/16

Jurisdiction

ONTARIO

Corporation Type Corporation Status Former Jurisdiction

ONTARIO BUSINESS CORP. ACTIVE NOT APPLICABLE

Registered Office Address Date Amalgamated Amalgamation Ind.

NOT APPLICABLE NOT APPLICABLE4936 YONGE STREET

New Amal. Number Notice DateSuite # 239TORONTO NOT APPLICABLE NOT APPLICABLEONTARIOCANADA M2N6S3 Letter Date

Mailing Address NOT APPLICABLE

Revival Date Continuation Date4936 YONGE STREET

NOT APPLICABLE NOT APPLICABLESuite # 239TORONTO Transferred Out Date Cancel/Inactive DateONTARIOCANADA M2N 6S3 NOT APPLICABLE NOT APPLICABLE

EP Licence Eff.Date EP Licence Term.Date

NOT APPLICABLE NOT APPLICABLE

Number of Directors Date Commenced Date CeasedMinimum Maximum in Ontario in Ontario

00001 00010 NOT APPLICABLE NOT APPLICABLEActivity Classification

NOT AVAILABLE

Request ID: Transaction ID: Category ID:

02025496264447348UN/E



CORPORATION PROFILE REPORTOntario Corp Number Corporation Name

2438036 OXFORD ADVANCED IMAGING INC.

Corporate Name History Effective Date

OXFORD ADVANCED IMAGING INC. 2014/10/16

Current Business Name(s) Exist: NO

Expired Business Name(s) Exist: NO

Administrator:Name (Individual / Corporation) Address

DEEP4936 YONGE STREET

CHATHASuite # 239 TORONTO ONTARIOCANADA M2N 6S3

Date Began First Director

2014/10/16 NOT APPLICABLE

Designation Officer Type Resident Canadian

2017/05/1211:52:232

DIRECTOR Y

Request ID: 020254962Transaction ID: 64447348 Category ID: UN/E

Province of Ontario Date Report Produced: 2017/05/12Ministry of Government Services Time Report Produced: 11:52:23

Page: 3




GORDON4936 YONGE STREET

CHEUNGSuite # 239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR Y



CHEUNGSuite #239TORONTOONTARIOCANADA M2N 6S3




OFFICER SECRETARY YY



Page: 4





CHEUNGSuite #239TORONTOONTARIOCANADA M2N 6S3




OFFICER TREASURER Y


DAN4936 YONGE STREET

GILLSuite #239TORONTOONTARIOCANADA M2N6S3




DIRECTOR Y



Page: 5




LAURENCE4936 YONGE STREET

KADOCHSuite # 239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR Y


JAEK.KIM

4936 YONGE STREET

Suite #239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR Y



Page: 6




JAEK.KIM

4936 YONGE STREET

Suite # 239TORONTOONTARIOCANADA M2N 6S3




OFFICER PRESIDENT Y


VLADISLAV4936 YONGE STREET

MIROPOLSKYSuite # 239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR Y



Page: 7




STEPHEN4936 YONGE STREET

SANDSSuite #239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR Y


ANATOLY4936 YONGE STREET

SHUSTERSuite #239TORONTOONTARIOCANADA M2N 6S3




DIRECTOR YY






Last Document RecordedAct/Code Description Form Date

CIA ANNUAL RETURN 2015 1C 2016/12/23 (ELECTRONIC FILING)

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

ADDITIONAL HISTORICAL INFORMATION MAY EXIST ON MICROFICHE.

2017/05/12 11:52:23 8

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

THIS IS EXHIBIT “B” TO THE AFFIDAVIT OF MAURICE MOFFETT



EXISTING SHAREHOLDING STRUCTURE

LIST OF SHAREHOLDERS

NAME SHARES

Dr. Kim Holdco 2,375,000 Common Shares

Dr. Cheung Holdco 2,375,000 Common Shares

Dr. Chatha Holdco 2,375,000 Common Shares

Dr. Gill Holdco 2,375,000 Common Shares

Element Financial Corporation 4,384,615 Common Shares

Peter George 487,180 Common Shares

Michael C. Rohrer 487,180 Common Shares

Vince Nigro 487,179 Common Shares

Resolute Medical Corporation 2,923,077 Series A Preferred Shares

Dr. Kadoch Holdco 1,461,539 Series A Preferred Shares

D. Kisselgoff Medicine Professional Corporation

1,461,539 Series B Preferred Shares

A Shuster Medicine ProfessionalCorporation


33441905.1

THIS IS EXHIBIT “C” TO THE AFFIDAVIT OF MAURICE MOFFETT



RUN NUMBER : 219PROVINCE OF ONTARIO

MINISTRY OF GOVERNMENT SERVICES REPORT !: PSSR060RUN DATE : 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEM PAGE : 1ID !: 20180807153803.06 ENQUIRY RESPONSE ( 2846)

CERTIFICATE

THIS IS TO CERTIFY THAT A SEARCH HAS BEEN MADE IN THE RECORDS OF THE CENTRAL OFFICE OF THE PERSONAL PROPERTY SECURITY REGISTRATION SYSTEM IN RESPECT OF THE FOLLOWING:

TYPE OF SEARCH i BUSINESS DEBTOR

SEARCH CONDUCTED ON s OXFORD ADVANCED IMAGING INC.

FILE CURRENCY : 06AUG 2018

ENQUIRY NUMBER 20180807153803.06 CONTAINS 39 PAGE(S) 7 FAMILY(IBS),

THE SEARCH RESULTS MAY INDICATE THAT THERE ARE SOME REGISTRATIONS WHICH SET OUT A BUSINESS DEBTOR NAME WHICH IS SIMILAR TO THE NAME IN WHICH YOUR ENQUIRY WAS MADE. IF YOU DETERMINE THAT THERE ARE OTHER SIMILAR BUSINESS DEBTOR NAMES, YOU MAY REQUEST THAT ADDITIONAL ENQUIRIES BE MADE AGAINST THOSE NAMES.

AIRD « BERLIS LLP ATTNI CHRISTINA PUGLIESE HOLD FOR PICKUP TORONTO ON M5J2T9

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(cijltt 11/2017)

Ontario

PROVINCE OF ONTARIORUN NUMBER : 219 MINISTRY OF GOVERNMENT SERVICESRUN DATE : 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEMID i 20180807153803,06 ENQUIRY RESPONSE

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(cij18 11/2017)

l"*' Ontario

RUN NUMBER : 219RUN DATE : 201B/OB/07ID : 20180807153803.06



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(cijlft 11/2017)

(S' Ontario

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RUN NUMBER t 219RUN DATE i 2018/08/07ID : 20180807153803.06



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REPORTPAGE

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CONTINUED... 27 HEGISTOAR OF PERSONAL PROPERTY SECURITY/ LEREQISTRATEUR DES SURETES MOBILlERES

(crj2ft 11/2017)

(S' Ontario

RUN NUMBER : 219RUN DATE : 201B/08/07ID : 20180807153803.06



REPORTPAGE

: PSSR060: 27( 2872)

TYPE 01' l*AWI Oonmi-Tfd ON

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(cij2ft 11/2017)

Pe' Ontario

RUN NUMBER i 219RUN DATE i 2018/08/07ID ! 20180807153803.06



CERTIFICATE

REPORTPAGE

: PSSR060! 28( 2873)

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PROVINCE OP ONTARIOMINISTRY OF GOVERNMENT SERVICES


CERTIFICATE

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; PSSR060! 30( 2875)


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(cij'2ft 11/2017)

hV—iPc' Ontario

RUN NUMBER : 219RUN DATE ! 2018/08/07ID t 20180807153803.06



CERTIFICATE

REPORTPAGE ■

: PSSR060: 31( 2876)

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REGISTRAR OF PERSONAL PROPERTY SECURITY/ LE REGISTRATEUR DES SURETES MOBILlERES

(cijPft 11/2017)

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■BUSINESS DEBTOROXFORD ADVANCED IMAGING INC.

06AUG 2018

PROVINCE OF ONTARIORUN NUMBER i 219 MINISTRY OF GOVERNMENT SERVICESRUN DATE : 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEMID : 20180807153803,06 ENQUIRY RESPONSE

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REGISTRAR OFPERSONAL PROPERTY SECURITY/LE REGISTRATEUR DES SORETES MOBILIERES

M2ft 11/2017)

Ontario

PROVINCE OF ONTARIORUN NUMBER s 219 MINISTRY OF GOVERNMENT SERVICESRUN DATE : 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEMID I 20180807153803.06 ENQUIRY RESPONSE

CERTIFICATE

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par'CERTIFIED BY/CERTi:

REGISTHAROF PERSONAL PROPERTY SECURITY/ LE REGISTRATEUR ,DES SORETfe MOBlUfeRES

(crj2fl 11/2017)

v!' Ontario

RUN NUMBER -: 219RUN DATE : 2018/08/07ID : 20180807153803.06



REPORTPAGE

: PSSR060: 34( 2879)

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(cijZft 11/2017)rv_iS' Ontario

RUN NUMBER s 219RUN DATE • 2018/08/07ID : 20180807153803.06



CERTIFICATE


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PROVINCE OF ONTARIORUN NUMBER : 219 MINISTRY OF GOVERNMENT SERVICESRUN DATE s 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEMID : 20180807153803,06 ENQUIRY RESPONSE

CERTIFICATEBUSINESS DEBTOROXFORD ADVANCED IMAGING INC.06AUG 2018


( 2881)

MOVE JAE K. KIM MEDICINE PROFESSIONAL CORPORATION FROM REGISTRATION

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CONTINUED... 37REGISTRAR OF PERSONAL PROPERTY SECURITY/ LEREGISTRATEUR ,DES SORETES MOBILIERES

(cijSft 11/2017)

Ontario

RUN NUMBER i 219RUN DATE : 2018/08/07ID : 20180807153803.06



REPORTPAGE

! PSSR060! 37( 2882)

OXFORD ADVANCED IMAGING INC. HL!a CLWhFNr* f 06AUG 2018

BUSINESS DEBTOR

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CONTINUED... 38REGISTRAR OF PERSONAL PROPERTY SECURITY/ LE REGISTRATEUR DES SORETES MOBILISES

(cijlft 11/2017)

Ontario

RUN NUMBER * 219RUN DATE i 2018/08/07ID : 20180807153803,06



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CONTINUED... 39 REGISTRAR OF PERSONAL PROPERTY SECURITY/ LEREGISTRATEUR ^DES sOHETES MOBILIERES

(cijlft 11/2017)

r*>

Vr' Ontario

RUN NUMBER : 219PROVINCE OF ONTARIO

MINISTRY OF GOVERNMENT SERVICES REPORT :! PSSR060RUN DATE i 2018/08/07 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEM PAGE !: 39ID ii 20180807153803.06 ENQUIRY RESPONSE i( 2884)

CERTIFICATE

TYPE OF SEARCH : SEARCH CONDUCTED ON : FILE CURRENCY :


INFORMATION RELATING TO THE REGISTRATIONS LISTED BELOW IS ATTACHED HERETO.

FILE NUMBER REGISTRATION NUMBER REGISTRATION NUMBER REGISTRATION NUMBER REGISTRATION NUMBER

736832475 20180228 1931 1531 6021709340265 20150826 1437 1590 2206709340283 20150826 1437 1590 2208 20150925 1024 1590 4006709340301 20150826 1438 1590 2209 20150925 1027 1590 4010709149492 20150820 1007 1462 3524 20150923 1710 1462 4906 20150923 1710 1462 4907 20150923 1710 1462 4908

20150925 1024 1590 4005 20150925 1026 1590 4009 20151019 1705 1462 3523 20160902 1017 1462 9742708897141 20150811 1721 1590 1266708223428 20150721 1137 1590 0160

16 REGISTRATION (S) ARE REPORTED IN THIS ENQUIRY RESPONSE

'certified by/certifiers par1

REGISTRAR OFPERSONAL PROPERTY SECURITY/ LEREGISTRATEUR ,DES SORErtS MOBILISES

(crijA 11/2017)

IS' Ontario

THIS IS EXHIBIT “D” TO THE AFFIDAVIT OF MAURICE MOFFETT



UNANIMOUS SHAREHOLDERS’ AGREEMENT

THIS UNANIMOUS SHAREHOLDERS’ AGREEMENT is made with effect as of the 29 day of September, 2015

AMONG:

2481668 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “Dr. Kim Holdco”)

- and-

DR. JAE K. KIM, an individual resident in the Province of Ontario

(hereinafter called “Dr. Kim”)

- and -

2481669 ONTARIO LTD., a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “Dr. Cheung Holdco”)

- and-

DR. GORDON CHEUNG, an individual resident in the Province of Ontario

(hereinafter called “Dr. Cheung”)

- and-


(hereinafter called “Dr. Chatha Holdco”)

- and-

DR. DEEP CHATHA, an individual resident in the Province of Ontario

(hereinafter called “Dr. Chatha”)

- and-

WV 1013311.1

D. GILL HOLDING INC., a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “Dr. Gill Holdco”)- and-

DR. DAVINDER GILL, an individual resident in the Province of Ontario

(hereinafter called “Dr. Gill”)- and-

D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION, aprofessional corporation created under the laws of the Province of Ontario

(hereinafter called “Dr. Kisselgoff MPC”)

- and -

A SHUSTER MEDICINE PROFESSIONAL CORPORATION, a professional corporation created under the laws of the Province of Ontario

(hereinafter called “Dr. Shuster MPC”)and -

RESOLUTE MEDICAL CORPORATION, a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “Resolute”)and -

ELEMENT FINANCIAL CORPORATION, a corporation incorporated under the laws of the Province of Ontario

(hereinafter called “Element”)

- and-

PETER GEORGE, an individual resident in the Province of Ontario

(hereinafter called “George”)

- and -

MICHAEL C. ROHRER, an individual resident in the Province of Ontario

(hereinafter called “Rohrer”)

- and-

-2-

VINCE NIGRO, an individual resident in the Province of Ontario

(hereinafter called “Nigro”)

- and-

OXFORD ADVANCED IMAGING INC., a corporation incorporated under the laws of the Province of Ontario

(hereinafter called the “Corporation”)

WHEREAS the parties hereto wish to enter into this unanimous shareholders’ agreement (the “Agreement”) in order to make arrangements regarding the organization and affairs of the Corporation and the sale of their Shares under certain circumstances;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained and the sum of $1.00 of lawful money of Canada and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties covenant and agree as follows:

ARTICLE 1 — Definitions and Interpretation1.1 As used in this Agreement, the following words and phrases shall have the

following meanings, respectively:

(a) “Act” means the Business Corporations Act (Ontario);

(b) “Affiliate” and “Subsidiary” have the respective meanings ascribed thereto in the Act;

(c) “arm’s length” has the same meaning as that term is given in the Income Tax Act (Canada);

(d) “Asset Purchase Agreement” means that certain asset purchase agreement between the Corporation and Life Labs LP dated February 11, 2015, as amended hereafter, a copy of which has been delivered to each Shareholder;

(e) “Board of Directors” means the board of directors of the Corporation from time to time;

(f) “Business” means the business of a private clinic operating MRI and CT machines or any additional businesses from time to time carried on by the Corporation or any of its Affiliates or Subsidiaries

(g) “business day” means any day other than a Saturday, Sunday or a civic or statutory holiday in Toronto, Ontario;

(h) “Common Shares” means the voting common shares of the Corporation;

(i) “Common Shareholders” means, as of the date hereof, the Shareholders noted as holding Common Shares in Section 3.1(a) and shall include such other holders of Common Shares from time to time;

-3-

(j) “Confidential Information” means in this Agreement, all information (including the terms and provisions hereof) concerning the business and affairs of the Corporation or any of its Affiliates or Subsidiaries of a confidential, non-public or proprietary nature (which information shall include, without limitation, patient records, trade secrets, know-how, intellectual property, marketing plans, cost figures, names and addresses of supplier and patients, business contracts, software and operating systems, source codes and information relating to employees and other Persons in a contractual relationship with the Corporation or any of its Affiliates and Subsidiaries), obtained, made available or disclosed in circumstances where the recipient (the “Recipient”) ought reasonably to know that such information obtained directly or indirectly from, made available or disclosed by or on behalf of the Corporation or any Affiliate or Subsidiary thereof (the “Disclosing Party”), was obtained directly or indirectly from, made available or disclosed with an expectation on the part of the Corporation and/or the Disclosing Party that such information would be held in confidence by the Recipient and its employees, officers, agents or advisors. Confidential Information does not include any such information which: (i) at the time of its disclosure is publicly available through no fault of any Person owing a duty of confidentiality to the Corporation or its Affiliate or Subsidiary; (ii) after disclosure, is released to the public by the Disclosing Party without restriction or otherwise properly becomes part of the public domain through no fault or action of the Recipient (but only after it is released or otherwise becomes part of the public domain); (iii) the Recipient can demonstrate was known to the Recipient or was in its possession at the time of disclosure and which was not acquired by such party directly or indirectly under any obligation of confidence to the Corporation or its Affiliates or Subsidiaries or from a Person who, to the knowledge of the Recipient after exercising due diligence, owed an obligation of confidentiality to the Corporation or its Affiliates or Subsidiaries with regard to such information (for the purposes of this subsection (iii) information shall also be treated as confidential after the Disclosing Party shall have demonstrated to the Recipient that, notwithstanding its due diligence at the time of disclosure, the source of the information was in fact under a duty of confidentiality to the Corporation or its Affiliates or Subsidiaries with regard to such information); or (iv) the Recipient can demonstrate was independently developed by such Party without reference to or any use of the Confidential Information of the Disclosing Party;

(k) “Date of Closing” has the meaning ascribed to such term in Section 7.5 hereof for the purposes of Article 7, in Section 8.3 hereof for the purposes of Article 8 and in Section 10.7 hereof for the purposes of Article 10;

(l) “Director” means a member of the Board of Directors;

(m) "Element Conversion" means the conversion, or conversions, by Element of the Element Loan into Common Shares;

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(n) “Element Conversion Percentage” means the aggregate of 12.5% and the Element PDC Percentage;

(o) “Element Credit Agreement” means the credit agreement dated September 25, 2015 between the Corporation as borrower, the Radiologists as individual guarantors and Element as lender, as such credit agreement may be amended, restated or replaced from time to time;

(p) “Element Loan” means the loans and leases to the Corporation by Element, pursuant to the Element Credit Agreement, of up to $12,155,000, consisting of three loans/credit facilities of which, a portion of the $9,000,000 convertible loan is convertible at Element’s option into Common Shares, based on the Element Conversion Percentage applied to the fully diluted Common Shares outstanding (including conversion of the Preferred Shares);

(q) “Element PIK Percentage” means the additional fully diluted percentage of total Common Shares (assuming conversion of all of the Preferred Shares) that Element is entitled to pursuant to the Element Credit Agreement in return for non-payment of certain interest amounts by the Corporation in respect of the $9,000,000 convertible loan;

(r) “Event of Default” means, when used in relation to a Shareholder, that a Shareholder or a Principal of a Shareholder, as the case may be, has defaulted in the performance of its obligations pursuant to this Agreement or pursuant to any agreement entered into between such Person and the Corporation and shall have failed to cure such default within fifteen (15) days after receipt by the Shareholder or a Principal of a Shareholder, as the case may be, of a notice from the Board of Directors or any other Shareholder asking said Shareholder or a Principal of a Shareholder, as the case may be, to cure such default;

(s) “Event of Insolvency” means, when used in relation to a Shareholder, that without the prior written consent of all of the Shareholders:

(i) the Shareholder or its Principal, as the case may be, makes an assignment for the benefit of its or his creditors; or

(ii) the Shareholder or its Principal, as the case may be, becomes bankrupt or, as an insolvent debtor, takes the benefit of any act now or hereafter in force for bankrupt or insolvent debtors; or

(iii) a receiver or other officer with like powers is appointed for the Shareholder or its Principal, as the case may be, for a substantial part of the assets of the Shareholder or its Principal, as the case may be, unless the appointment of such receiver or other officer with like powers is being disputed in good faith and such proceedings effectively postpone enforcement of such appointment; or

(iv) if the Shareholder is a corporation, a resolution is passed or an order is made or a petition is filed for the winding-up, liquidation, revocation or cancellation of incorporation of the Shareholder, unless such action is being disputed in good faith by appropriate proceedings and such proceedings effectively postpone enforcement of the position;

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(t) “Fair Market Value” has the meaning ascribed to it in Article 13 below;

(u) “Financing” means the issuance on or before December 31, 2015 of up to 4,384,615 Shares, for gross proceeds of not less than $0.6842 per Share and gross proceeds to the Corporation of up to $3,000,000 in the aggregate;

(v) “Governmental Authority” means any governmental or quasi-govemmental authority including any federal, state, provincial, territorial, county, municipal or other governmental or quasi-govemmental agency, board, parliament, legislature, regulatory authority, agency, tribunal, commission, branch, bureau, court, department or other law, regulation or rule-making entity (including a Minister of the Crown) or other instrumentality or political unit or subdivision having or purporting to have jurisdiction on behalf of any nation, state, province, municipality, district or any subdivision thereof;

(w) “Group Billing Number” means 01938;

(x) “Immediate Family” means, with respect to a Shareholder:

(i) if the Shareholder is an individual, the spouse, issue and/or sibling of that Shareholder;

(ii) if the Shareholder is a corporation, the Principal or the spouse or issue of the Principal of that Shareholder;

(iii) a corporation which has no registered or beneficial shareholders other than the following (a “Permitted Shareholder”): (A) the Shareholder or the Principal of that Shareholder; or (B) the spouse and/or issue of the Principal or the Shareholder, as applicable; or (C) any trust or trasts described in paragraph (l)(iv) below, provided that the issued and outstanding shares of such corporation are free and clear of all claims, liens and encumbrances whatsoever and no Person, other than a Permitted Shareholder, has any agreement or option or any right capable of becoming an agreement for the purchase of any of such shares and provided that the registered and beneficial shareholders of such corporation shall have agreed in writing with the parties hereto not to enter into an agreement or option to sell, transfer, assign, pledge, mortgage, charge, create a security interest in, hypothecate or otherwise dispose of, encumber or deal with, whether by will or otherwise, the shares of such corporation or permit such corporation to issue shares or grant options or rights in respect to the shares of such corporation except to the Immediate Family of that Shareholder, without the prior written consent of the other Shareholders first had and obtained, and all share certificates of such corporation shall have the legend set out in Section 19.1 hereof endorsed thereon; or

(iv) a trust which has no trustees or beneficiaries (vested, contingent or otherwise) other than a Principal of that Shareholder (if such Shareholder is a corporation) or the spouse and/or issue of such Principal, or of a Shareholder, as applicable;

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(y) “OHIP” means the Ontario Health Insurance Plan governed by the Ontario Ministry of Health and Long Term Care;

(z) “Person” includes any individual, body corporate, unlimited liability company, limited liability corporation, partnership, limited liability partnership, sole proprietorship, firm, joint stock company, joint venture, trust, unincorporated association, unincorporated organization, syndicate, Governmental Authority and any other entity or organization of any nature whatsoever;

(aa) “Place of Closing” means the offices of the solicitors for the purchaser in the subject transaction or such other place as may be agreed to in writing by the vendor and the purchaser in the subject transaction;

(bb) “Preferred Return” shall have the meaning ascribed to such term in the Corporation’s articles;

(cc) “Preferred Share Consideration” means for each Preferred Share an amount equal to the sum of: (i) the Series A Purchase Price or Series B Purchase Price (each as defined in the Corporation’s articles), as applicable, less the dollar amount of all dividends, return of capital and other distributions already paid on such Preferred Share at the relevant time; and (ii) the Preferred Share FMV Entitlement;

(dd) “Preferred Share FMV Entitlement” means the Fair Market Value per Common Share that would be issued to such Preferred Shareholder upon conversion of their Preferred Share into a Common Share, and unless otherwise specified herein, shall be equal to:

(A) 20% of such amount if the determination is made during the period commencing the date hereof and ending on the first anniversary of the date hereof,

(B) 40% of such amount if the determination is made during the period commencing the first day after the first anniversary of the date hereof and ending on the second anniversary of the date hereof,

(C) 60% of such amount if the determination is made during the period commencing the first day after the second anniversary of the date hereof and ending on the third anniversary of the date hereof,

(D) 80% of such amount if the determination is made during the period commencing the first day after the third anniversary of the date hereof and ending on the fourth anniversary of the date hereof, or

(E) 100% of such amount if the determination is made at any time on or after the first day after the fourth anniversary of the date hereof;

(ee) “Preferred Shares” means the preferred shares of the Corporation and as of the date hereof, includes Series A Preferred Shares and Series B Preferred Shares;

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(ff) “Preferred Shareholders” means, as of the date hereof, Dr. Kisselgoff MPC, Dr. Shuster MPC and Resolute and shall include such other holders of Preferred Shares from time to time;

(gg) “Prime Bank Rate” means the commercial lending rate of interest, expressed as an annual rate, which TD quotes in Toronto, Ontario as the reference rate of interest from time to time (commonly known as “prime”) for the purpose of determining the rate of interest that it charges to its commercial customers for loans in Canadian funds;

(hh) “Principal” means, with respect to a corporate Shareholder other than Element, the majority shareholder of that corporate Shareholder;

(ii) “Principals” means, collectively, each Principal;

(jj) “Radiologist Option Agreements” means, collectively, the option agreements entered into between each individual Radiologist and the Corporation dated the date hereof providing the option for the individual Radiologists or a corporation controlled by the individual Radiologists, collectively, to purchase up to an aggregate of 12.5% of the Common Shares on a fully diluted basis, which options will only vest to the extent of such number of Common Shares not issued to Element pursuant to the Element Conversion;

(kk) “Radiologists” means Dr. Kim, Dr. Cheung, Dr. Chatha and Dr. Gill (or their respective medicine professional corporations) and “Radiologist” means any one of them;

(11) “RBC Loan” means the non-revolving term facility in the amount of $825,000 advanced by Royal Bank of Canada to each of Jae K. Kim Medicine Professional Corporation, Gordon Cheung Medicine Professional Corporation, D. S. Gill Medicine Professional Corporation and Dr. Deep Chatha Medicine Professional Corporation (for an aggregate amount of $3,300,000) pursuant to a credit facilities agreement dated February 11, 2015 between Royal Bank of Canada and each such medicine professional corporation;

(mm) “Resolute Radiologists” means Dr. Vladislav Miropolsky and Dr. Julia Grebenyuk and “Resolute Radiologist” means any one of them;

(nn) “Sale” means the sale of all or substantially all of the assets or a controlling interest in the business carried on by the Corporation and its subsidiaries (including such a Sale accomplished by a sale of shares, merger, amalgamation or arrangement if, immediately following such sale of shares, merger, amalgamation or arrangement, neither the then remaining Shareholders nor members of their respective Immediate Families (or any combination of such persons) owns a controlling interest, directly or indirectly, in such business) to a third party that is at arm’s length from the vendor(s);

(oo)“Series A Preferred Shares” means the series A preferred shares of the Corporation;

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(pp) “Series B Preferred Shares” means the series B preferred shares of the Corporation;

(qq) “Shareholders” mean, collectively, the Common Shareholders and the Preferred Shareholders and “Shareholder” means any one of them;

(rr) “Shares” means, collectively, the Common Shares and the Preferred Shares;

(ss)“TD” means the Toronto-Dominion Bank;

(tt) “TD Loan” has the meaning ascribed to in Section 5.5 below;

(uu)“TD Shareholder Loan Guarantee” has the meaning ascribed to in Section5.5 below; and

(w) “Time of Closing” means 2:00 p.m. (Toronto time) or such other time on the relevant closing date as may be agreed to in writing by the vendor and the purchaser in the subject transaction.

1.2 Unless otherwise provided for herein, all payments contemplated herein shall be paid in Canadian funds, in cash or by certified cheque.

1.3 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.4 In this Agreement, the use of the singular number shall include the plural and vice versa and the use of gender shall include the masculine, feminine and neuter genders.

1.5 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a business day, the period in question shall end on the next business day.

1.6 Any references herein to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

1.7 To the extent that this Agreement specifies that any matters may only be or shall be dealt with or approved by or shall require action by the Shareholders, the discretion and powers of the Board of Directors to manage and to supervise the management of the business and affairs of the Corporation with respect to such matters are correspondingly restricted.

1.8 Any reference to shares of the Corporation means Shares, as such shares exist at the close of business on the date of execution and delivery of this Agreement, which consists of an unlimited number of Common Shares, an unlimited number of Series A Preferred Shares and an unlimited number of Series B Preferred Shares; provided, that in the event of a subdivision, re-division, reduction, combination or consolidation, then a reference to shares of the Corporation shall thereafter mean the shares resulting from such subdivision, re-division, reduction, combination or consolidation. Any reference to Shares on an as-converted basis shall include any Common Shares issued and outstanding together with any Preferred Shares assuming the conversion thereof into Common Shares

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in accordance with their terms and shall not (unless specifically provided for in this Agreement) include the conversion of any convertible indebtedness issued and outstanding.

1.9 If any Article, Section or any portion of any section of this agreement is determined to be unenforceable or invalid for any reason whatsoever, that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement.

ARTICLE 2 — Termination of Prior Agreements2.1 All prior agreements among some or all of the parties hereto regarding the

organization and affairs of the Corporation and/or the sale of any Shares under certain circumstances, whether written or oral, are hereby terminated and replaced by the terms and conditions of this Agreement.

ARTICLE 3 — Warranties and Covenants3.1 Each Shareholder warrants that:

(a) it is the registered and beneficial owner of that number and class of the issued and outstanding shares or securities convertible into shares of the Corporation set out opposite his/its name below:

Name Shares

Dr. Kim Holdco 2,375,000 Common Shares

Dr. Cheung Holdco 2,375,000 Common Shares

Dr. Chatha Holdco 2,375,000 Common Shares

Dr. Gill Holdco 2,375,000 Common Shares

Element 4,384,615 Common Shares

George 487,180 Common Shares

Rohrer 487,180 Common Shares

Nigro 487,179 Common Shares

Resolute 2,923,077 Series A Preferred Shares

Dr. Kisselgoff MPC 1,461,539 Series B Preferred Shares

Dr. Shuster MPC 1,461,539 Series B Preferred Shares

(b) the shares set out opposite each such person’s name above are free and clear of all claims, liens, security interests and encumbrances whatsoever and, except as provided in this agreement, no Person has any agreement or option or right capable of becoming an agreement for the purchase of any such shares and/or securities.

3.2 The Corporation warrants that:

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(a) the shares listed in subsection 3.1 hereof are the only issued and outstanding shares of the Corporation; and

(b) except as provided in this Agreement and the right of conversion into Common Shares provided for in the Element Loan, no Person has any agreement or option or right capable of becoming an agreement for the purchase, subscription or issuance of any of the unissued shares of the Corporation or any securities convertible into shares of the Corporation.

3.3 Each of the Shareholders warrants that he/it is a resident Canadian within the meaning of the Act.

3.4 Each Principal warrants to, and covenants with, the other Shareholders that:

(a) he is the registered and beneficial owner of the majority of the issued and outstanding voting shares in the capital of his respective corporate Shareholder;

(b) such Shares of his respective corporate Shareholder are free and clear of all claims, liens and encumbrances whatsoever and no person has any agreement or option or any right capable of becoming an agreement for the purchase of any of such shares and no person has any agreement or option or any right capable of becoming an agreement for the issuance or subscription of any unissued shares of his respective corporate Shareholder; and

(c) the beneficial owner of the majority of the issued and outstanding voting shares in the capital of his respective corporate Shareholder shall at all times be owned beneficially by each respective Principal, as the case may be.

3.5 The Corporation and the Radiologists jointly and severally represent and warrant to the Preferred Shareholders and to Element, and the Corporation and the Radiologists acknowledge and agree that the Preferred Shareholders and Element are relying upon such representations and warranties:

(a) the Corporation has been duly incorporated and organized, is validly existing and subsisting as a corporation in good standing under the laws of its jurisdiction of incorporation, and has all the necessary corporate power to carry out this Agreement;

(b) the Corporation has taken all necessary corporate actions to authorize the execution and delivery of this Agreement by the Corporation and the performance of its obligations under this Agreement;

(c) this Agreement constitutes a valid and binding agreement of the Corporation enforceable against the Corporation in accordance with its terms; and

(d) none of the execution of this Agreement, or the delivery hereof, or the fulfilment or compliance with any of the terms under this Agreement, will conflict with, or result in a material breach of the terms, conditions, or provisions of, or constitute a default under any law, the articles and bylaws, as amended of the Corporation or a material breach of any material agreement or instrument to which the Corporation or any one or more of

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the Radiologists is subject, or will require any consent by any governmental authority.

(e) The representations and warranties of the Corporation and the Radiologists set forth in this Section 3.5 and elsewhere in this Agreement shall survive the date of execution of this Agreement and shall continue in full force and effect for the benefit of the Preferred Shareholders and Element.

3.6 Each Shareholder other than Element warrants to Element on a several and notjoint and several basis that he or it as applicable:

(a) is aware of, and agrees to, the ownership interest in the Common Shares of the Corporation that Element is entitled to, at its option, under the Element Credit Agreement;

(b) the number of Common Shares issued to Element pursuant to an Element Conversion shall be increased to the extent the Preferred Shares outstanding on the date hereof convert to Common Shares after any of the dates applicable to an Element Conversion; and

(c) any Common Shares to which Element may be entitled to pursuant to the Element PIK Percentage will be diluted from the Radiologists or corporations controlled by the Radiologists.

ARTICLE 4 — Provisions for Control of the Corporation4.1 The Shareholders shall each vote their Shares and the parties hereto shall act in all other respects in connection with the corporate proceedings of the Corporation so as to ensure that the provisions of this Agreement are complied with from time to time. Without limiting the generality of the foregoing, the Shareholders shall cause such meetings of the Corporation to be held, votes cast, resolutions passed, by-laws enacted, documents executed and all things and acts done to ensure the following continuing arrangements with respect to the operation and control of the Corporation:

(a) The affairs of the Corporation shall be managed by a Board of Directors which shall, at the time of this Agreement, consist of seven (7) directors: (i) for so long as the Corporation is indebted to Element in the principal amount of not less than $3,000,000 or Element holds not less than 5% of the Common Shares on an as-converted basis, one (1) Director designated by Element, (ii) four (4) Directors designated by the Radiologists which designees may be the Radiologists themselves, (iii) for so long as Dr. Shuster MPC and Dr. Kisselgoff MPC hold collectively not less than 5% of the Common Shares on an as-converted basis, one (1) Director designated jointly by Dr. Shuster MPC and Dr. Kisselgoff MPC, and (iv) for so long as Resolute holds collectively not less than 5% of the Common Shares on an as-converted basis, one (1) Director designated by Resolute.

(b) Should any vacancy occur on the Board of Directors, such vacancy shall be filled forthwith by the designation of a Director by the Shareholder or Shareholders who had the right to designate the Director(s) whose resignation caused the vacancy. In the event that a Party loses its right to nominate

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Directors pursuant to the terms of Section 4.1(a) in whole or in part, it shall cause such number of its nominees to forthwith resign as a Director of the Corporation, so that such Shareholder has the number of Director nominees to which it is entitled pursuant to the terms of this Agreement and the number of Directors of the Corporation shall be reduced correspondingly.

Notwithstanding anything to the contrary herein contained:

(i) if an Event of Insolvency occurs with respect to a Shareholder (the “Defaulter”), such Defaulter shall not be entitled to be a Director or to appoint any nominees to the Board of Directors and the other Shareholders shall cause such nominee Director or Directors of the Defaulter to forthwith resign or be removed and shall replace such nominee Director or Directors with such person or persons as may be designated by the other Shareholders, and

(ii) from and after the occurrence of such an Event of Insolvency, the Defaulter shall not be entitled to vote his or its Shares or to receive notice of meetings of Shareholders and, for the purposes of voting, for all purposes of this Agreement, the other Shareholders will be deemed to own all of the Shares. In addition, the Defaulter hereby irrevocably gives its proxy to the President of the Corporation (or if the Defaulter is the President, the Secretary of the Corporation) to vote its Shares in any matter that such Person determines and hereby appoints such Person as its attorney (which appointment shall be continuing and shall survive incapacity of the donor of such power) to execute all necessary documents on behalf of the Defaulter to give effect to such proxy.

The officers of the Corporation shall be such officers as the Board of Directors may determine from time to time.All meetings of Shareholders and Board of Directors shall be held in the City of Toronto or within a radius of 50 kilometers of the City of Toronto. A quorum for a meeting of the Shareholders shall be Shareholders holding not less than 75% of the Shares on an as-converted basis, one (1) of whom must be Element if at the applicable time Element holds not less than 5% of the Common Shares on an as-converted basis, present in person or represented by proxy in order to constitute a quorum. A quorum for a meeting of the Board of Directors shall be five (5), one (1) of whom must be the nominee of Element if at the applicable time Element is entitled to appoint a Director pursuant to Section 4.1(a). If proper notice of a meeting of the Board of Directors or Shareholders, as the case may be, specifying the business to be transacted at the meeting, is given and a quorum of directors or Shareholders, as the case may be, is not present, then a meeting may thereafter be held on forty-eight (48) hours’ written notice of the second (2nd) meeting to transact the business set forth in the original notice and, subject to the provisions of applicable law and notwithstanding any other provisions of this Agreement, any Directors or Shareholders, as the case may be, present at that meeting shall constitute a quorum for the transaction of the business, subject to

subsection 4.1(f), set out in the original notice in respect of that meeting and such business may be transacted by majority vote of those Directors or shareholders, as the case may be, in attendance at the meeting. For greater certainty, the attendance of any Shareholder or Director or nominee thereof, as applicable, will not be required to constitute a quorum in the event of a meeting that has been twice adjourned.

Except as otherwise provided in this Agreement, all decisions of the Board of Directors and of the Shareholders shall require a 2/3rds majority of votes cast, including the vote cast by the nominee of Element unless Element no longer has the right to designate a Director pursuant to Section 4.1(a) or the meeting has been twice adjourned due to the failure of a quorum to be present due to the absence of Element.

Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of those Shareholders holding not less than 75% (seventy-five percent) of the Shares on an as-converted basis, including the written consent of Element if at the applicable time the Element Loan remains outstanding or if Element holds not less than 5% of the Common Shares on an as-converted basis, none of the following shall be effected:

(i) the issuance or sale by the Corporation or any Subsidiary of the Corporation of any of its shares or securities convertible into its shares or any subscription rights or warrants in respect of its shares or securities convertible into its shares unless such issuance or sale is effected in accordance with Article 15 or is related to an Element Conversion.

(ii) the taking or instituting of proceedings for the winding-up, reorganization or dissolution of the Corporation or any Subsidiary of the Corporation;

(iii) the enactment, revocation or amendment or any by-laws of the Corporation or any Subsidiary of the Corporation;

(iv) any material change in the business of the Corporation or any Subsidiary of the Corporation

(v) the redemption or purchase by the Corporation or any Subsidiary of the Corporation of its issued shares or securities convertible into shares;

(vi) the filing of Articles (within the meaning of the Act) in respect of the Corporation or any Subsidiary of the Corporation;

(vii) the sale, lease, exchange or other disposition of all or substantially all of the assets or undertaking of the Corporation or any Subsidiary of the Corporation;

(viii) except for dividends or distributions of capital in respect of the Preferred Return, the declaration of any dividend or the distribution of capital by the Corporation or any Subsidiary of the Corporation;

(ix) the repayment of any loans owing by the Corporation or any Subsidiary of the Corporation to any of the Shareholders or Principals, except for the TD Loan, the Element Loan, a loan in the amount of $750,000 from Level Group Ltd. to the Corporation on the date hereof and any loans made in accordance with the terms of this Agreement and the terms of which provide for repayment at specified times;

(x) the fixing, paying or changing of any salary, bonus, fee or other compensation paid or payable to any Principal or Shareholder, or to any director, officer or employee of the Corporation or any Subsidiary of the Corporation who does not deal at arm’s length with the Shareholders or Principals except as provided herein;

(xi) other than in respect of the Element Loan or, only concurrent with and upon the partial or full completion of the Financing, in respect of one or more loans by the Corporation to corporations controlled by the Radiologists such funds to be advanced no later than November 30, 2015, not to exceed in the aggregate $2,200,000 and such funds to be used solely to repay the RBC Loan, the provision of financial assistance by the Corporation or any Subsidiary of the Corporation, whether by loan, guarantee or otherwise, to any Shareholder, or Principal, or any person not dealing at arm’s length with a Shareholder or Principal;

(xii) the making or amending of any contract or other arrangement between the Corporation or any Subsidiary of the Corporation and a Shareholder or Principal, or any person not dealing at arm’s length with a Shareholder or Principal (including the Radiologist’s Agreements (as defined in subsection 5.5(c)), or the making of any payment to any such person, except as provided herein and except in respect of the Element Loan;

(xiii) unless in respect of any indebtedness contemplated under the TD Loan, the Element Loan or (xv) below, the hypothecating, mortgaging, pledging, charging or otherwise encumbering of any of the assets of the Corporation or any Subsidiary of the Corporation;

(xiv) the creation of any Subsidiary;

(xv) the creation or assumption of any indebtedness of the Corporation or of any subsidiary of the Corporation except for trade payables incurred in the ordinary course of business and indebtedness not to exceed, in the aggregate, $200,000 not including any indebtedness of the Corporation on the date hereof or pursuant to the Element Credit Agreement;

(xvi) the acquisition of all or substantially all of the assets of any other company or business entity or the entering into of any amalgamation, merger, partnership, joint venture or other combination with any other company or business entity by the Corporation or by any of its subsidiaries; and

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(xvii) any change in the number of Directors unless changed pursuant to Section 4.1(b), or any delegation by the Directors of'their duties under the Act.

(h) The Corporation will indemnify each Director to the fullest extent permitted by the Act. Nothing in this Agreement limits the right of any Director to claim indemnity apart from the provisions of this Agreement, if the Director is entitled to such indemnity.

(i) The Corporation will purchase and maintain insurance for the benefit of the Directors and officers of the Corporation against such liabilities, in such amounts and on such terms as the Board of Directors determine and as are permitted by applicable law.

ARTICLE 5 — Operation and Financing of the Corporation5.1 Proper books of account shall be kept by the Corporation and entries shall be made therein of all matters, terms, transactions and things as are usually written and entered into books of account in accordance with generally accepted accounting principles and each of the Shareholders shall at all times furnish to the others correct information, accounts and statements of and concerning all transactions pertaining to the Corporation without any concealment or suppression.

5.2 The external accountants of the Corporation shall be such firm of chartered professional accountants as the Shareholders shall appoint from time to time and as of the date hereof are Millards LLP.

5.3 The Corporation shall maintain a bank account or bank accounts at such bank or trust company as the Board of Directors shall from time to time determine. All bank accounts shall be kept in the name of the Corporation and, subject to the terms hereof, all cheques, bills, notes, drafts or other instruments shall require the signatures of such individuals as the Board of Directors may from time to time determine. Until changed in accordance with the provisions hereof, any such instrument in excess of $150,000.00 shall require the signature of any three (3) Shareholders and any instrument of $150,000.00 or less shall require the signature of any one (1) Shareholder or such other individuals as may be determined by the Board of Directors from time to time. All monies received from time to time for the account of the Corporation shall be paid immediately into those bank accounts for the time being in operation, in the same drafts, cheques, bills or cash in which they are received and all disbursements on account of the Corporation shall be made by cheque on such bank or trust company.

5.4 The Shareholders agree that all further funds required for the purposes of the Corporation shall be obtained, to the greatest extent possible, by borrowing from a chartered bank or other lender. The decision whether such funds are required, from whom such funds will be borrowed and the terms and conditions of such borrowing shall be determined by the Board of Directors from time to time, subject to the provisions of this Agreement and the Corporation’s articles. None of the Shareholders nor the respective Principals, if applicable shall be required to advance funds to the Corporation or otherwise guarantee any of its obligations (whether on a several or joint and several basis).

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5.5 The Shareholders hereby acknowledge and agree that, as of the date hereof, the Corporation is indebted to, or has available credit from. The Toronto Dominion Bank (“TD”) in the amount of up to $16,600,000.00 (the “TD Loan”), which is broken down as follows: (i) $15,500,000 non-revolving term facility (the acquisition loan); (ii) $1,000,000 revolving demand facility; and (iii) $100,000 Visa Card facility. The Shareholders further hereby acknowledge and agree that, as of the date hereof, the Corporation is indebted to, or has available credit from, Element in the amount of up to $12,155,000.00, which is broken down as follows: (i) $9,000,000 convertible loan; (ii) up to $2,155,000 equipment acquisition loans or leases; and (iii) up to $1,000,000 equipment refurbishment loans or leases.

Each of the Shareholders hereby acknowledges and agrees that:

(a) in connection with the TD Loan set out under subsection 5.5 above, each of the Radiologists’ respective medicine professional corporations were advanced $825,000.00 on February 11, 2015 and such funds were used by such medicine professional corporations to subscribe for Common Shares which funds were used by the Corporation in respect of the deposit owed to LifeLabs LP in connection with the Asset Purchase Agreement;

(b) each of the Radiologists are providing a personal guarantee to TD to secure their portion of the TD Loan set out under this Section 5.5 above, which amounts to $4,150,000.00 for each Radiologist’s respective medicine professional corporation (the “TD Shareholder Loan Guarantee”). Each Radiologist hereby acknowledges and agrees to indemnify and save harmless the other Shareholders for any claims made against the other Shareholders in connection with the respective TD Shareholder Loan Guarantee.

(c) Until such time as (i) the TD Loan is paid in full, (ii) there are no further obligations outstanding under the Element Loan (either due to the repayment of the loan in full or the partial repayment and the Element Conversion); and(iii) the Preferred Return is paid to each Preferred Shareholder, the following terms of this Section 5.5 shall govern any payments made by the Corporation to the Radiologists or the Resolute Radiologists:

(i) Pursuant to the Radiologist Agreements (defined below), the Corporation, through the Radiologists and the Resolute Radiologists, will provide radiology services to the public (the “Radiology Services”). The fees for such Radiology Services are broken down into technical fees and professional fees (the “OHIP Fees”, which refers only to the professional fees). The OHIP Fees are to be billed to OHIP by the individual Radiologists and Resolute Radiologists by adding the Group Billing Number in front of the respective Radiologist’s or Resolute Radiologist’s physician number and these OHIP claims shall be deposited directly into the bank account of the Corporation (the “Group Billing Account”) set up for the Group Billing Number. The Shareholders shall then cause the funds in the Group Billing Account to be advanced to the Radiologists and Resolute Radiologists pursuant to the terms of this Section 5.5.

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(ii) The Corporation has entered into a radiology services agreement (“Radiologist Agreements”) with each Radiologist and Resolute Radiologist which sets out terms of the radiology services described in subsection 5.5(a) above, which include, but are not limited to, the fee structure between the Corporation and the respective Radiologist or Resolute Radiologist, as the case may be.

(iii) In connection with the services rendered pursuant to the Radiologist Agreements, the parties hereby acknowledge and agree that each Radiologist and Resolute Radiologist shall provide their professional services to the patients of the Corporation and will be entitled to retain sixty-percent (60%) of the CHIP Fee generated for those services rendered. The other forty percent (40%) of the CHIP Fee generated for those services rendered will be retained (and “earned”) by the Corporation and will be used by the Corporation to fund ongoing operating expenses of the Corporation and to retire the TD Loan and the Element Loan in full and to pay the Preferred Return.

(iv) Subject to subsections 5.5 (a), (b) and (c) above, the Corporation will pay each of the Radiologists and the Resolute Radiologist on a monthly basis forthwith after collecting the CHIP Fee for the relevant prior period.

(v) Once the (i) the TD Loan is paid in full, (ii) there are no further obligations outstanding under the Element Loan (either due to the repayment of the loan in full or the partial repayment and the Element Conversion); and (iii) the Preferred Return is paid to each Preferred Shareholder, the Shareholders will meet to address the working capital needs of the Corporation and will amend this Section 5.5 accordingly. For greater certainty, subject to adequate forecasts of the Corporation’s working capital, the Corporation’s debt ftnancing requirements and, if Element owns more than 5% of the Common Shares at such time, Element’s prior written consent, the Shareholders agree to work towards revising the percentages set out under subsection 5.5(c) to read as follows: “{I]n connection with the services rendered pursuant to the Radiologist Agreements, the parties hereby acknowledge and agree that each Radiologist and each Resolute Radiologist shall provide their professional services to the patients of the Corporation and will be entitled to retain seventy - percent (70%) of the OHIP Fee generated for those services rendered. The other thirty (30%) of the OHIP Fee generated for those services rendered will be retained (and “earned”) by the Corporation and will be used by the Corporation to fund ongoing operating expenses of the Corporation”.

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ARTICLE 6 - Restrictions on Transfer of Shares6.1 Each of the Shareholders covenants that it will not sell, assign, transfer, pledge, mortgage, charge, create a security interest in, hypothecate, enter into any agreement or option to or otherwise dispose of, encumber or deal with any of the shares of the Corporation or securities convertible into shares of the Corporation beneficially owned by him or it, except: (i) in accordance with the terms of this Agreement, (ii) with the prior written consent of all of the Shareholders, (iii) except in accordance with and in the furtherance of the provisions of the TD Loan and the Element Loan, including, with respect to the Element Loan, the transfer of Shares from the Radiologists or their respective holding corporations to Element in satisfaction of the Element PIK Percentage, or (iv) the transfer of shares by the Radiologists or their respective holding corporations to Bawa Singh Randhawa in accordance with the terms of the loan agreement entered into among inter alia Bawa Singh Randhawa, the Radiologists and the Radiologists’ respective holding corporations dated September 3, 2015 as amended from time to time. Each of the Shareholders consents to and agrees to provide a limited recourse guarantee and first ranking pledge of Shares to TD Bank as security for the TD Loan (and a second indirect pledge to Element in respect of the Element Credit Agreement). Each of the Shareholders also consents to Dr. Kisselgoff MFC and Dr. Shuster MPC providing a pledge of Shares to TD Bank as security for the loans they each obtained to finance the acquisition of their Series B Preferred Shares. For sake of clarification, each of the Shareholders consents to the pledge of Shares by any of the Shareholders to TD Bank as security for the TD Loan (and a second indirect pledge to Element in respect of the Element Credit Agreement) and by Dr. Kisselgoff MPC and Dr. Shuster MPC to TD Bank as security for the loans they each obtained to finance the acquisition of their Series B Preferred Shares. Notwithstanding anything herein contained, every transfer of all or a portion of the shares of the Corporation held by the Shareholders and any issue of shares of the Corporation, in addition to the requirements of this Article 6, shall be subject to the condition that the proposed transferee, or holder, if not already bound by this Agreement, shall first enter into an agreement with the other parties hereto, in a form satisfactory to them, to be bound by this Agreement (as such Agreement may be required to be amended in the circumstances). For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any shares of the Corporation which may be acquired by such Shareholder after the date hereof.6.2 Notwithstanding the provisions of Section 6.1 above and any other provisions of this Agreement which impose restrictions upon the disposition of any issued shares of the Corporation, each of the Shareholders shall have the right, without the approval of the other Shareholders, to dispose of all or any of his Shares to any member of the Immediate Family of such Shareholder or, in the case of Element, to an affiliate of Element. No such disposition shall, however, be permitted or be valid or effective until written notice thereof shall have been given by such Shareholder to the other parties hereto and until the transferee of the Shares in question shall have entered into an agreement with (in a form and content satisfactory to) the other parties hereto consenting to the terms hereof and agreeing to assume and be bound by all of the obligations of the disposing Shareholder, as though such transferee were the disposing Shareholder, in which event such transferee shall, subject to the terms hereof, be entitled to all of the rights and be subject to all of the

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obligations on the part of the disposing Shareholder herein in respect of such Shares, mutatis mutandis. Notwithstanding such disposition, as between the disposing Shareholder (other than Element) and the other parties hereto, the disposing Shareholder shall remain liable as principal debtor under all covenants in this Section 6.2 and the disposing Shareholder agrees to unconditionally guarantee to the other parties hereto the due performance by the transferee of all obligations imposed upon him or it hereunder. The guarantee of the disposing Shareholder is unconditional and may be enforced against him or it without requiring the other parties hereto first to proceed against the transferee or proceed against or exhaust any security held or to pursue any other remedy whatsoever. The disposing Shareholder hereby authorizes the other parties hereto to renew, compromise, extend, accelerate or otherwise change the time for payment or any term relating to the performance of any such obligations and hereby waives presentment, protest, notice of protest, notice of dishonor, demand for performance and notice of acceptance of this guarantee by the other parties hereto.

6.3 Each of the Principals covenants that, so long as the Shareholder of which he is the Principal is a Shareholder, (i) no security of such Shareholder will be sold, assigned, transferred, pledged, mortgaged or charged, (ii) there will not be a security interest granted in respect of any such securities, and (iii) no agreement or option to dispose of or deal with any such securities will be entered into, except in accordance with the terms of this agreement, or except with the written consent of the other parties hereto.

6.4 Each Principal and the Shareholder of which he is the Principal covenants that, so long as that Shareholder is a shareholder of the Corporation, without the prior written approval of the other parties hereto no additional voting shares or securities convertible into voting shares or warrants or rights to acquire voting shares of such Shareholder will be issued, save and except to such Principal.

6.5 Each Principal and the Shareholder of which he is a Principal covenants that, so long as the said Shareholder is a shareholder of the Corporation, neither of them shall cause or permit such Shareholder to take part in any amalgamation, merger, reorganization or similar proceeding, the effect of which would result in the Principal of its Shareholder owning less than 100% of the issued voting shares of in the capital of the resulting body corporate from time to time outstanding. For purposes of this Agreement, the Principal shall be considered to be the “Principal” of the resulting body corporate.

ARTICLE 7 — Sale Events7.1 Upon the happening of any of the following events (each a “Sale Event”):

(a) an Event of Insolvency occurs with respect to a Shareholder or Principal of such Shareholder, as the case may be, and the receipt by such insolvent Shareholder within ninety (90) days of the date of the occurrence of such an Event of Insolvency of a written notice from the Corporation and the other Shareholders requiring the insolvent Shareholder to sell all of the Shares beneficially owned by such Shareholder;

(b) an Event of Default occurs with respect to a Shareholder and the receipt by such defaulting Shareholder within ninety (90) days of the date of the occurrence of such Event of Default of a written notice from the other

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Shareholders requiring the defaulting Shareholder to sell all of the Shares beneficially owned by such Shareholder; or

(c) a Shareholder who is also a Radiologist or a Principal (collectively a “Disabled Party”) of a Shareholder who is also a Radiologist (the “Disabled Shareholder”) being disabled or incapacitated and unable to devote the time and attention to the affairs of the Corporation required of such Disabled Party and such disability shall have continued for twelve (12) months and the Shareholders which are not a Disabled Shareholder having received a written notice within ninety (90) days following the expiration of such period from the Disabled Shareholder (i) requiring the purchase of the Shares owned by the Disabled Shareholder or (ii) requiring that Shares held by the Disabled Shareholder be transferred to the other Shareholders of which the Principals are also Radiologists, to be held in trust by such Shareholders for the benefit of the Immediate Family Members of the Disabled Shareholder,

the Disabled Shareholder, the insolvent Shareholder or the defaulting Shareholder, as the case may be, (the “Vendor”) shall, subject to subsection 7.1(c)(ii), sell all of the Shares beneficially owned by the Vendor and any outstanding shareholder loans owing to the Vendor (collectively, the “Purchased Shares”) to the other Shareholders (the “Purchasers”) on a proportionate basis (based on the ratio that their respective holdings of Shares then bear to each other on an as-converted basis), unless otherwise agreed by such Purchasers, and the Purchasers shall purchase from the Vendor the Purchased Shares, upon and subject to the terms and conditions hereinafter set forth in this Article 7.

7.2 The purchase price for the Purchased Shares, if Common Shares, shall be detennined in accordance with the provisions of Article 13 hereof and, if Preferred Shares, shall be equal to the Preferred Share Consideration.

7.3(a) If the transaction of purchase and sale is the result of a Sale Event referred to in

subsections 7.1(a) or (b), the purchase price for the Purchased Shares in the case of Common Shares shall be paid in equal, consecutive, quarterly installments over a period of five (5) years from the Date of Closing (as hereinafter defined), and in the case of Preferred Shares shall be paid in equal, consecutive, quarterly installments over a period of two (2) years from the Date of Closing (as hereinafter defined) in either case with the first of such installments to become due and payable one (1) month after the Date of Closing (as hereinafter defined), and the principal amount from time to time outstanding shall bear interest at a rate per annum, calculated monthly, not in advance, after default and before and after judgment and as well after as before maturity, which is equal to the Prime Bank Rate with interest on overdue interest at the same rate. Such interest shall be payable at the same times as payments of principal. The Prime Bank Rate shall be determined on the Date of Closing (as hereinafter defined) and on each payment date thereafter to apply with respect to the balance of the purchase price outstanding in the period until the next payment date.

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(b) If the transaction of purchase and sale is the result of a Sale Event referred to in subsection 7.1(c)(i), the purchase price for the Purchased Shares shall be paid as follows:

(i) the total purchase price shall be funded by the Disability Insurance Policy, if any, purchased by the Corporation pursuant to Article 12 below; and

(ii) in the event the Disability Insurance Policy is not sufficient to satisfy the total purchase for a transaction of purchase and sale resulting from a Sale Event referred to in subsections 7.1(c)(i), the balance of the purchase price shall be paid in equal, consecutive, quarterly installments over a period of five (5) years from the Date of Closing (as hereinafter defined), with the first of such installments to become due and payable one (1) month after the Date of Closing (as hereinafter defined), and the principal amount from time to time outstanding shall bear interest at a rate per annum, calculated monthly, not in advance, after default and before and after judgment and as well after as before maturity, which is equal to the Prime Bank Rate plus two percentage points with interest on overdue interest at the same rate. Such interest shall be payable at the same times as payments of principal. The Prime Bank Rate shall be determined on the Date of Closing and on each payment date thereafter to apply with respect to the balance of the purchase price outstanding in the period until the next payment date.

7.4 Notwithstanding the provisions of Section 7.3 above, the unpaid balance of the purchase price for the Purchased Shares shall be accelerated and become immediately due and payable if, at any time while any amounts remain outstanding, the Purchasers cause, directly or indirectly, a Sale to take place.

7.5 The closing of the transaction of purchase and sale herein contemplated shall take place at the Place of Closing at the Time of Closing on the date (the “Date of Closing”), which shall be the latest of:

(a) the date which is thirty (30) days after receipt or deemed receipt by the addressee of the applicable notice referred to in Section 7.1;

(b) the date which is seven (7) days following receipt of confirmation from the Ontario Ministry of Health confirming the latter’s acknowledgment of the change in Shareholders (and the parties hereto covenant and agree to use their best efforts to obtain such confirmation from the Ontario Ministry of Health); and

(c) the date which is thirty (30) days after the purchase price for the Purchased Shares is finally determined in accordance with the provisions of Article 13 hereof.

7.6(a) For the purposes of subsection 7.1(c) above, the period of disability for any

Disabled Shareholder shall be deemed to commence on the first working day that the Disabled Party, does not attend to the affairs of the Corporation in the

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manner required of him as a result of such disability, statutory holidays and vacations excepted.

(b) In calculating the period of disability for the purposes of subsection 7.1(c), unless and until such Disabled Party shall have returned to attending to the affairs of the Corporation in the manner required of him for thirty (30) consecutive normal working days, the said period of disability shall be deemed to have continued without any interruption whatsoever.

(c) The Disabled Shareholder shall, as long as the disability continues, be entitled to receive from the Corporation the then full compensation payable to him, as a Radiologist, by the Corporation for a period of ninety (90) days from the commencement of such disability. If such disability shall continue for more than ninety (90) days, then, thereafter, as long as such disability continues, no further compensation shall be payable by the Corporation to the Disabled Party. Notwithstanding the foregoing, the amount payable to the Disabled Party shall be reduced by the amount of any payments received by the Disabled Party or the Disabled Shareholder, under any policy of disability insurance. For greater certainty, for so long as the Disabled Shareholder is a Shareholder, such Disabled Shareholder shall be entitled to participate in any dividend or distribution made by the Corporation in accordance with his or its respective shareholdings.

ARTICLE 8 — Call Notice

8.1 Subject to Element’s rights under Section 8.6, if at any time the Common Shareholders holding not less than 75% of the issued and outstanding Common Shares (in this Article 8 sometimes collectively called the “Offeror(s)” and individually an “Offeror”) wish to purchase the Shares of the other Common Shareholders (in this Article 8 sometimes individually called an “Offeree” and collectively called the “Offerees”), for whatever reason and at such time, such Offerors do not owe any obligations pursuant to Article 16, the Offerors shall give notice (in this Article 8 called the “Call Notice”) to the Offerees of their decision and such Call Notice shall contain the following information:

(a) the price at which the Offeror(s) will purchase each issued Common Share (in this Article 8 called “Purchased Shares”) owned by the Offerees determined in accordance with the provisions of Article 13 hereof and, if applicable, Section 8.6; and

(b) an unconditional offer, irrevocable without the written consent of the Offeree(s), to purchase all of the Purchased Shares beneficially owned by the Offeree(s) at the said purchase price (determined in accordance with the provisions of Article 13 and, if applicable, Section 8.6 hereof for all Purchased Shares) and upon and subject to the terms set forth in the Call Notice.

8.2

(a) Each of the Offerees shall be given sixty (60) days to accept the offer contained in the Call Notice by written notice delivered to each Offeror.

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(b) If any of the Offerees does not accept the offer referred to in subsection 8.1(b) above within the above-noted time period, then such Offeree(s) (in this Article 8 sometimes collectively called the “Vendor(s)”) shall be deemed to have accepted the offer referred to in subsection 8.1(b) above and shall sell to the Offeror(s) referred to in subsection 8.1 all of the Purchased Shares beneficially owned by each such Vendor on the earlier of:

(i) the last day of the time period for acceptance of the offer contained in the Call Notice; or

(ii) the date on which the last of the Offerees to have accepted such offer shall have delivered his notice of acceptance.

8.3 The closing of a transaction of purchase and sale contemplated in this Article 8 shall take place at the Place of Closing, at the Time of Closing, on the date (in this Article 8, the “Date of Closing”) which is on or before thirty days (30) following the expiry of the sixty (60)-day period for acceptance.

8.4 Notwithstanding anything contained in the Call Notice to the contrary, except for Element as provided in Section 8.6 or Resolute for which the aggregate purchase price will be payable over a period of up to two (2) years from the Date of Closing, the aggregate purchase price payable (determined in accordance with the provisions of Article 13 hereof) for the Purchased Shares shall be paid, at the option of the Offeror(s), in full at the Time of Closing, in equal consecutive monthly installments over a period of up to three (3) years from the Date of Closing or such shorter period as the Offeror(s) may determine, together with interest on the principal balance from time to time outstanding at a rate per annum, calculated monthly, not in advance, both before and after default or judgment and as well after as before maturity, which is equal to the Prime Bank Rate plus three percent (3%), with interest on overdue interest at the same interest rate. Such interest shall be payable at the same times as payments of principal, the first of such installments of principal and interest to become due and payable one (1) month after the Date of Closing, with interest at the aforesaid rate computed from the Date of Closing. The Prime Bank Rate shall be determined on the Date of Closing and on each payment date thereafter to apply with respect to the balance of the purchase price outstanding in the period until the next payment date.

8.5 Notwithstanding the provisions of Section 8.4 hereof, the unpaid balance of the purchase price (determined in accordance with the provisions of Article 13 hereof and including any applicable interest) for the Purchased Shares shall be accelerated and become immediately due and payable if, at any time while any amounts remain outstanding, the Purchasers cause, directly or indirectly, a Sale (as defined herein) to take place.

8.6 Notwithstanding the other provisions of this Article 8 or Article 14, no Call Notice shall apply to the rights, Shares and interests of Element, including without limitation, Shares issued pursuant to the Element Conversion unless:

(a) The Call Notice is issued after September 30, 2017;

(b) The full purchase price for its economic interest is paid to Element in cash on the Date of Closing;

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(c) The price to be paid to Element is either (i) agreed in advance by Element; or (ii) based on a determination by an independent chartered business valuator under the procedures set forth in Article 13 (subject to the resulting valuation in respect of Element’s total fully-diluted direct or indirect ownership providing for a Fair Market Value of the Common Shares of not less than $25,000,000);

(d) Element shall be permitted to convert the remaining amount of its $2,393,750 convertible loan (that forms part of the Element Loan) into such number of Common Shares provided for under the Element Credit Agreement (which, for greater certainty, is 12.5% of the Common Shares on a fully diluted basis assuming the conversion in full of the Element Conversion excluding the Element PIK Percentage), and receive its pro rata value for such shares pursuant to the Call Notice;

(e) Element shall be permitted to obtain the Common Shares applicable to the Element PIK Percentage and receive its pro rata value for such shares pursuant to the Call Notice; and

(f) The remaining balance, together with unpaid interest thereon, of the Element Loan shall be repaid to Element by the Offeror(s) in full as of the Date of Closing.

ARTICLE 9 — Right of First Refusal and Tag-Along

9.1 If any Shareholder (hereinafter referred to in this Article 9 as the “Offeror”) receives a bona fide written offer (hereinafter referred to in this Article 9 as the “Offer”) from any Person, firm or corporation dealing at arm’s length with the Offeror to purchase all of the Shares owned by him/it, which is acceptable to him/it, he/it shall, by notice in writing (hereinafter referred to in this Article 9 as the “Second Offer”), offer to sell such shares (hereinafter referred to in this Article 9 as the “Purchased Shares”) to the other Shareholders and to Element to the extent the Element Conversion remains outstanding (hereinafter referred to in this Article 9 as the “Offerees”) in the ratio that their respective beneficial ownership of Shares on an as-converted basis bear (and if Element elects to be an Offerree, to the extent of the Shares then held and the Element Conversion if Element so elects to convert) to one other on the date of closing specified in the Offer at the same price and upon the same terms and conditions as are contained in the Offer. Such notice shall be accompanied by a true copy of the Offer. The Second Offer shall not be revocable except with the written consent of the Offerees and shall be open for acceptance by any one or more of the Offerees by delivery of a written notice of acceptance for a period of thirty (30) days from the date upon which the Second Offer was received by the last of the Offerees to have received the same.

9.2 Notwithstanding anything to the contrary herein contained in this, the terms and conditions of the Second Offer shall be amended so that it shall state that any Offeree who desires to accept the Second Offer for more of the Purchased Shares than his proportion shall, in his acceptance, state the additional number of Purchased Shares he wishes to purchase.

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9.3 In the event that the Offeree(s) do not specify that they desire to purchase, in the aggregate, all of the Purchased Shares, the Offeror shall be entitled to sell the Purchased Shares in accordance with the Offer. In the event that the Offeree(s) specify that they wish to purchase (each such Offeree, a “Purchaser”), in the aggregate, such number of shares equal to or in excess of the number of Purchased Shares, each Purchaser shall purchase that number of the Purchased Shares calculated as follows:

(a) each Purchaser shall be entitled to purchase, as an initial allocation, that number of Purchased Shares indicated in his acceptance of the Second Offer, up to his “Proportionate Amount” (which for the purposes of this Article 9 is the proportion which the number of Shares beneficially owned by him/it, and bears to the number of Shares owned by all of the Offerees who shall have accepted the Second Offer); and

(b) in the event that the determination of the entitlement of the Offeree(s) in accordance with paragraph 9.3(a) above shall have resulted in an allocation of the Purchased Shares which is less than the aggregate number of Purchased Shares the Offeror wishes to sell (the “Initial Allocation”), each Offeree who shall have specified the desire to purchase a number of such shares which is greater than the Offerees’ Proportionate Amount (hereinafter referred to as the “Excess Purchasers”) shall purchase, as an additional allocation, that number of the Purchased Shares calculated as follows:

Number of the Purchased Shares that such Excess Purchaser specified he/it would purchase

Aggregate number of Purchased xShares that all AllocationExcess Purchasers specified they would purchase

9.4 Each Offeree who accepts the Offer shall be bound to purchase and the Offeror shall be bound to sell the Purchased Shares in accordance with the foregoing provisions of this Article 9 and upon the terms and conditions contained in the Second Offer.

9.5 Before consenting to the transfer of the Purchased Shares, the Board of Directors shall be entitled to require proof that the sale took place in accordance with the Offer (except as to the date of closing which, subject to the provisions of Section 9.6 hereof, may be varied) and that the third party Offeror under the Offer has agreed to be bound by the terms of this Agreement as if he was the Offeror. The Directors shall refuse to permit the recording of the transfer of the Purchased Shares which may have been sold otherwise than in accordance with the provisions of this Agreement.

9.6 If a sale of the Purchased Shares pursuant to the Offer is not completed within ninety (90) days from the giving of the Second Offer to the Offerees as aforementioned, no sale of the Purchased Shares to the third party shall be made without complying with the terms of this Article 9 and so on from time to time.

Number of Purchased Shares minus number of Purchased Shares in Initial

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9.7 The closing of the transaction of purchase and sale pursuant to the Second Offer contemplated in this Article 9 shall take place on the closing date specified in the Offer referred to in Section 9.1 above.

9.8 If one or more Offerors is entitled and proposes to sell Shares in accordance with Sections 9.1 to 9.7 (a “Third Party Sale”) and if such Purchased Shares to be sold pursuant to the Third Party Sale represent equal to or greater than 50.1% of the Shares on an as-converted basis, fully-diluted basis (including the Element Conversion in full as if it had occurred on such date), the Offeror(s) shall, at least fifteen (15) days prior to the date specified for completion of such sale, give notice in writing (a “Disposition Notice”) to the other Offerees.

9.9 Each Offeree shall have the right, exercisable within five (5) days of receipt of a Disposition Notice, upon notice (the “Tag-Along Notice”) in writing to the Offeror and the party purchasing such Shares (the “Buyer”), to require the Buyer to purchase all but not less than all of the Shares held by such Offeree, at the time of completion of, and upon the same terms and conditions as those contained in, the Third Party Offer provided that:

(a) the purchase price for any issued and outstanding Series A Preferred Share at the time of closing of the Third Party Offer shall be the greater of (i) the consideration payable per Common Share, and (ii) 100% of the Preferred Share FMV Entitlement (i.e. the Fair Market Value per Common Share that would be issued to such Preferred Shareholder upon conversion of their Preferred share into a Common Share);

(b) the purchase price for any outstanding Series B Preferred Share at the time of the closing of the Third Party Offer shall be the Preferred Share Consideration; and

(c) in the case of Element, Element shall be paid in full on the Date of Closing as if the Element Conversion took place at such date based on any remaining amount of its $2,393,750 convertible loan (that forms part of the Element Loan) converting into such number of Common Shares provided for under the Element Credit Agreement (which, for greater certainty, is 12.5% of the Common Shares on a fully diluted basis assuming the conversion in full of the Element Conversion excluding the Element PIK Percentage) and the Element PIK Percentage being converted into Common Shares as of the Date of Closing to the extent the interest in respect of such Element PIK Percentage was not repaid, and all such Common Shares effectively owned by Element shall be purchased at the same purchase price per Common Share as set out in the Third Party Sale.

9.10 If any Offeree gives a Tag-Along Notice to the Offeror and the Buyer within such period, then the Offeror shall be entitled to sell the Purchased Shares to the Buyer pursuant to the Third Party Offer only if such Buyer also offers to purchase from the

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Offeree all of the Shares held by the Offeree, conditional upon the completion of the transaction of purchase and sale contemplated in the Third Party Offer.

ARTICLE 10 — Death of Principal or Individual

10.1 Subject to Section 10.2, upon the death of an individual Radiologist (hereinafter referred to in this Article 10 as the “Deceased”) or in the case of a Shareholder of which the Deceased was the Principal and was also a Radiologist, as the case may be (hereinafter referred to in this Article 10 as the “Vendor”), the Vendor shall sell all of the Shares owned by the Vendor (hereinafter referred to in this Article 10 as the “Purchased Shares”) to the Corporation and the Corporation shall purchase for cancellation from the Vendor the Purchased Shares or as otherwise agreed to by the surviving Shareholders, upon and subject to the terms and conditions hereinafter set out.

10.2 Notwithstanding Section 10.1, the Shareholders hereby agree, at the option of the estate for the Deceased, to cause the Corporation to transfer to the surviving Common Shareholders whose Principals are also Radiologists the Shares held by the Deceased immediately before his death, to be held in trust by the surviving Shareholders for the benefit of the estate of the Deceased.

10.3 The purchase price for the Purchased Shares (hereinafter referred to in this Article 10 as the “Purchase Price”) shall be determined in accordance with the provisions of Article 13 below.

10.4 If the proceeds of all insurance policies on the life of the Deceased with the Corporation named as beneficiary, if any, equals or exceeds the Purchase Price, then the Purchase Price shall be paid in full by the Corporation to the Vendor by certified cheque at the Time of Closing.

10.5 If the proceeds of all insurance policies on the life of the Deceased with the Corporation named as beneficiary is less than the Purchase Price or there are no such proceeds, then the Purchase Price shall be paid as follows:

(a) the greater of:

(i) the amount of the proceeds of all such insurance policies (up to, for greater certainty, the amount of the Purchase Price); and

(ii) 50% of the Purchase Price shall be paid by the Corporation to the Vendor by certified cheque at the Time of Closing; and

(b) the balance of the Purchase Price shall be paid in equal consecutive monthly installments over a period of five (5) years from the Date of Closing, together with interest on the principal balance from time to time outstanding at a rate per annum, calculated monthly, not in advance, both before and after default and judgment and as well after as before maturity, which is equal to the Prime Bank Rate plus one percent (1%), with interest on overdue interest at the same rate. Such interest shall be payable at the same times as payments of principal, the first of such installments of principal and interest to become due and payable one month after the Date of Closing, with interest at the aforesaid rate computed from the Date of Closing. The Prime Bank Rate shall be determined on the Date of Closing and on each payment date thereafter to

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apply with respect to the balance of the Purchase Price outstanding in the period until the next payment date.

10.6 The purchase of the Purchased Shares shall take place at the Time of Closing at which time the Vendor shall tender the certificate or certificates representing the Purchased Shares to the Corporation. The purchase for cancellation of the Purchased Shares shall be staged as follows:

(a) the Corporation shall purchase for cancellation at the first closing (hereinafter referred to in this Article 10 as the “First Closing”) that number of the Purchased Shares (hereinafter referred to in this Article 10 as the “First Tranche”) the disposition of which results in a deemed dividend for income tax purposes to the Vendor in an amount equal to the increase in the Corporation’s capital dividend account (as that term is defined in the Income Tax Act (Canada)) resulting from its receipt of the proceeds of life insurance arising upon the death of the Deceased, if any, and as applicable, but in no event to exceed the Purchase Price for the Purchased Shares; and

(b) after the First Closing, the balance of the Purchased Shares (hereinafter referred to in this Article 10 as the “Second Tranche”) shall be purchased for cancellation by the Corporation at the second closing (hereinafter referred to in this Article 10 as the “Second Closing”).

10.7 The First Closing and the Second Closing shall take place at the Place of Closing at the Time of Closing on the date (hereinafter referred to in this Article 10 as the “Date of Closing”) which is the latest of:

(a) the date which is ninety (90) days after the date of death of the Deceased;

(b) the date which is seven (7) days following receipt of all necessary governmental releases or approvals required to be obtained in order to effect a valid transfer of the Purchased Shares;

(c) the date upon which the Corporation receives the proceeds of insurance referred to in Article 13 below and payable on the death of the Deceased or, if applicable, the date on which it is finally determined that no proceeds of insurance are payable; and

(d) the date which is thirty (30) days after the Purchase Price is finally determined in accordance with the provisions of Article 13 below.

10.8 The Corporation shall take all corporate actions and effect all prescribed elections and filings as may be required under the Act so as to reflect the acquisition of the First Tranche equal to the amount by which the capital dividend account has been increased as a result of the insurance proceeds obtained from the death of the Deceased, but in no event to exceed the Purchase Price. The Shareholders acknowledge and agree that the transaction described in this Article 10 hereof contemplates the Corporation making an unequal distribution of a capital dividend to the Vendor and the remaining Shareholders (hereinafter referred to in this Article 10 as the “Surviving Shareholders”) covenant and agree to execute such waivers and releases with respect to the pro rata share of such capital dividend as may be required to give effect to the foregoing.

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10.9 Notwithstanding the provisions currently contained in this Article 10, the parties hereto acknowledge and agree that it is the intent that at the time a purchase is required by the Corporation of the Purchased Shares pursuant to this Article 10, that the same be conducted in the most tax effective manner for the benefit of the Vendor at such time. Accordingly, the parties hereto covenant and agree that, if the purchase and sale of the Purchased Shares at the time of death of a Deceased can be reasonably undertaken in a more effective manner for the benefit of the Vendor for tax purposes than is currently provided in the Agreement, then the parties will do so, so long as die same does not result in a material financial detriment to the Corporation or the other Shareholders.

ARTICLE 11 — Drag-Along

11.1 In the event that:

(a) any one or more Shareholders (each, a “Bid Recipient”) receives a bona fide unsolicited offer (a “Take-Over Bid”) from a third party dealing at arms-length (the “Bidder”) with the Bid Recipient to purchase all, and not less than all, of the Shares held by the Bid Recipients;

(b) the Bid Recipients, collectively, hold a majority of the then issued and outstanding Shares;

(c) the Bid Recipients holding at least 75% of the Shares wish to accept; and

(d) the Take-Over Bid contains a provision to the effect that the Bidder will complete the sale contemplated by the Take-Over Bid only if the Bidder acquires all of the issued and outstanding Shares,

then the Bid Recipients shall immediately advise the other Shareholders other than the recipient Shareholder of the Take-Over Bid.

11.2 If Shareholders holding not less than seventy-five percent (75%) of the Shares wish to accept the Take-Over Bid (including the additional Common Shares issuable to Element on the Element Conversion if Element elects to effect such Element Conversion as contemplated in Section 11.5(c) and (d)), such Shareholders shall have the right to require the other Shareholders (the “Drag-Along Shareholders”) on 10 days’ notice in writing (a “Compulsory Sale Notice”) to sell all of the Shares held by the Other Shareholders to the Bidder pursuant to the terms of the Take-Over Bid provided that Section 11.5 is complied with and provided that the purchase price for any issued and outstanding Series A Preferred Share at the time of the closing of the Take-Over Bid shall be the greater of 100% of the Preferred Share FMV Entitlement (i.e. the Fair Market Value per Common Share that would be issued to such Preferred Shareholder upon conversion of their Preferred share into a Common Share) and the price per Common Share payable on the Take-Over Bid and the purchase price for any issued and outstanding Series B Preferred Share at the time of the closing of the Take-Over Bid shall be the Preferred Share Consideration.

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11.3 Upon valid receipt of a Compulsory Sale Notice, each of the Drag-Along Shareholders shall be obligated to sell all of the Shares held by such Drag-Along Shareholder, upon the terms specified in the Take-Over Bid, or in the case of a holder of Preferred Shares the purchase price specified in Section 11.2 and, in the case of Element, the purchase price specified in Section 11.5 to the Bidder and conditional upon the completion of the transaction of purchase and sale contemplated in the Take-Over Bid.

11.4 Each Shareholder agrees that in the event that it receives a Compulsory Sale Notice that complies with all of the provisions of Article 11 and it fails to execute or cause to be executed all such agreements and documents as may be necessary under the Act, the Articles (as amended), or otherwise to enable the Shares held by it to be sold to the Bidder as provided in this Article 11, the Bid Recipient and the Drag-Along Shareholders who have sent the Compulsory Sale Notice may, and each Shareholder irrevocably constitutes and appoints any other Shareholder who complies with this Article 11 as the true and lawful attorney for such Shareholder with full power of substitution in the name of and on behalf of such Shareholder in accordance with The Powers of Attorney Act (Ontario), with no restriction or limitation in that regard and declaring that such power of attorney may be exercised during any subsequent legal incapacity on its part, to execute and deliver all such agreements and documents as may be necessary to permit the sale of such Shares to the Bidder to be completed as provided in this Agreement. This power of attorney shall not be revoked or terminated by any act or thing unless and until this Agreement is terminated or a Shareholder ceases to be bound by the terms of this Agreement.

11.5 In the event the Compulsory Sale Notice applies to Element then:

(a) The full purchase price for its economic interest shall be paid to Element in cash on the Date of Closing;

(b) the price to be paid to Element is either (i) agreed in advance by Element; or (ii) the relative valuation for Element’s economic interests in the Corporation versus the other Shareholders is as determined by an independent chartered business valuator based on the procedures set forth in Article 13 (other than Section 13.1(a) or any reference to other Shareholders determining the price to be paid) and subject to the resulting valuation in respect of Element’s total fully diluted direct or indirect interest in Common Shares providing a Fair Market Value of all of the Common Shares of not less than $25,000,000;

(c) Element shall be permitted to convert the remaining amount of its $2,393,750 convertible loan (that forms part of the Element Loan) into such number of Common Shares provided for under the Element Credit Agreement (which, for greater certainty, is 12.5% of the Common Shares on a fully diluted basis assuming the conversion in full of the Element Conversion excluding the Element PIK Percentage), and receive its pro rata value for such shares pursuant to the Call Notice;

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(d) Element shall be permitted to obtain the Common Shares applicable to the Element PIK Percentage and receive its pro rata value for such shares pursuant to the Conversion Sale Notice; and

(e) The remaining balance, together with unpaid interest thereon, of the Element Loan shall be paid to Element by the Corporation in full as of the Date of Closing.

ARTICLE 12- Insurance12.1 The parties hereby acknowledge and agree that on or before the execution of this Agreement, they presently have or they shall procure life (“Life Insurance Policy”) and disability insurance (“Disability Insurance Policy”), as the case may be, on each of the lives and bodies of the Common Shareholders or Principals, as the case may be, naming the Corporation as beneficiary thereunder. The parties hereby further acknowledge that, in order to ensure that sufficient funds will be available for the purposes of the transactions contemplated under Articles 7 and 11 above, the Corporation has obtained and shall obtain such additional policy or policies of insurance particulars of which shall be endorsed on Schedule “A” attached hereto and initialed by the owner and life/person insured under each such policy.

12.2 The Corporation shall pay, as they become due, all premiums in connection with the insurance policy or policies referred to in Section 13.1 above, and shall maintain it or them in good standing at all times and shall not deal in any manner with such policy or policies and, without limiting the generality of the foregoing, shall not dispose of, surrender, borrow upon or in any way encumber such policy or policies. Upon the disability or death of either a Shareholder or Principal, as the case may be, under any of the said policies during the term of this Agreement, the Corporation shall collect the proceeds thereof as soon as possible and shall pay and apply such proceeds as required by this Article 13.

12.3 Except as otherwise provided in this Section 13.3, the Corporation shall not deal with such policies (except to make application for, collect and apply the insurance proceeds in accordance with this Article 13) nor modify or impair any rights or values of such policies. On the closing date of any transaction of purchase and sale wherein a particular life insured (hereinafter referred to in this Article 13 as the “Departing Insured”) is the vendor or the Principal of the vendor (except upon the death or disability of such individual), as the case may be, or if this Agreement should be cancelled with the consent of the parties or if the Corporation should be wound-up or dissolved, thereupon the ownership of the insurance policies then set out in Schedule “A” attached hereto shall be transferred to the life/person insured thereunder who is the Departing Insured or to all of the life insured thereunder, as the case may be, in consideration for the payment of the cash surrender value thereof, if any, together, with the full amount of any unexpired prepaid premiums for such policy and the owner(s) shall convey, assign, transfer or make over such policies of insurance of the person whose life is insured thereunder.

12.4 Each Common Shareholder or Principal, as the case may be, shall use his best efforts to permit the Corporation to obtain and maintain such Life Insurance Policy and Disability Insurance Policy, as are contemplated by this Article 13, including without limitation, attending for physical examinations and answering such questions as may be

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reasonably necessary and executing such applicable consents and authorizations as may be reasonably necessary for the placing of such insurance coverage.

12.5 The amounts and the coverage of such policies shall be reviewed and adjusted from time to time as the circumstances require annually so as to reasonably reflect the estimated Fair Market Value of the shares owned by the Shareholders, respectively.

12.6 If the Corporation shall default in the payment of the premiums or other charges payable in connection with the procurement and maintenance of such policies, any Shareholder may pay such premium or charge on behalf of the Corporation for so long as such default continues, such payments to constitute a Shareholders’ loan, repayable upon demand together with interest calculated monthly from the date of each payment and based upon the Prime Bank Rate as of the date of each applicable payment plus one percentage point, notwithstanding anything to the contrary herein contained.

12.7 The parties hereto acknowledge and agree that the proceeds of any insurance policies placed on the life/body of each Shareholder or Principal, as the case may be, may exceed the Fair Market Value of the shares owned by the Shareholders respectively. Accordingly, it is acknowledged and agreed that any proceeds of insurance received by the Corporation in excess of the amount which it is required to pay to the Vendor pursuant to Articles 7 and 11 above shall be retained by the Corporation and neither the Vendor nor the estate of the Deceased shall be entitled to any portion of such proceeds in excess of the amount payable pursuant to Article 7 or 11 above, as the case may be.

ARTICLE 13 — Valuation13.1 For purposes of this Agreement, the fair market value of the goodwill of the Corporation shall be the amount determined by the consent of Shareholders holding not less than 75% of the Shares on an as-converted basis including any purchaser and any vendor of such Shares and also including Element if at the applicable time Element holds not less than 5% of the Common Shares on an as-converted basis, provided that if the consent of that number of Shareholders cannot be obtained in the view of any Shareholder acting reasonably, the Corporation shall appoint an independent chartered business valuator to calculate the fair market value of the goodwill of the Corporation (the “Calculation”), a copy of which shall be provided to each Shareholder. Any Shareholder (in this Article 13, a “Disputing Shareholder”) shall have right within 30 days’ receipt of the Calculation to appoint a chartered business valuator to review the Calculation, failing which the Calculation shall be final and binding, and no appeal shall lie therefrom. If a Disputing Shareholder appoints an accounting firm to dispute the Calculation, the Corporation shall provide access to such books and records as the Disputing Shareholder’s chartered business valuator, acting reasonably, may consider necessary for the purposes of reviewing the Calculation. The Disputing Shareholder’s chartered business valuator and the Corporation’s chartered business valuator shall negotiate in good faith and attempt to arrive at a mutually agreeable calculation, in which event such calculation shall be final and binding and no appeal shall He therefrom. However, if with respect to such calculation, the chartered business valuators are unable to agree upon such calculation within a period of 30 days from the date of appointment of such chartered business valuator by the Disputing Shareholder, the two chartered business valuators shall, within a further period of 15 days, appoint an arbitrator that is

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mutually agreeable to them to arbitrate such disputed calculation, failing which either the Corporation or the Disputing Shareholder may apply to any judge of the Ontario Superior Court of Justice to appoint an arbitrator, whose decision with respect to such disputed calculation, howsoever appointed, shall be final and binding, and no appeal shall lie therefrom.

13.2 Upon the provisions of Article 7, Article 8, Article 10 or Article 16, as the case may be, becoming applicable, the Corporation shall cause an independent certified business valuator to prepare financial statements for the Corporation as at the usual fiscal period ending prior to the relevant valuation date. In preparing such statements, the auditors or accountants, as the case may be, shall use generally accepted accounting principles (except as otherwise provided for herein) applied on a basis consistent with those used in the preceding fiscal year.

13.3 If there is any disagreement among the Shareholders as to the book value of any assets or liabilities of the Corporation, other than goodwill, the decision of the auditor or accountant, as the case may be, of the Corporation, made as an expert and not as an umpire or arbitrator, as set out in a written certificate signed by him, shall, in the absence of fraud, be final and binding, clerical errors excepted, and no appeal shall lie therefrom. The said auditor or accountant, as the case may be, may retain such experts as he may deem necessary in order to assist him in making any valuation and the costs thereof shall be paid by the Corporation.

13.4 The balance sheet forming part of the financial statements referred to in this Article 13 shall hereinafter in this Article 13 be referred to as the “Adjusted Balance Sheet”. All per share valuations pursuant to this Article 13 shall reflect the dilutive impact of the entire Element Conversion”.

13.5 The net book value for each Common Share (hereinafter referred to in this Article 13 as the “Net Book Value”) shall be determined by subtracting the aggregate of: (i) all liabilities shown on the Adjusted Balance Sheet other than any remaining amount of the convertible portion of the Element Loan; and (ii) any amounts of the Series A Preferred Return and Series B Preferred Return (as defined in the Corporation’s articles) that have not yet been paid, from the total assets of the Corporation as shown on the Adjusted Balance Sheet, and by dividing the resulting amount by the total number of issued and outstanding Common Shares.

13.6 The fair market value (“Fair Market Value”) for each Common Share shall be equal to the aggregate of: (i) the Net Book Value thereof; and (ii) the quotient obtained when the fair market value of the goodwill of the Corporation (determined in accordance with this Article 13) is divided by the total number of issued and outstanding Common Shares (including, in the case of the calculation of the Preferred Share Consideration, the Common Shares that would be issued upon the conversion of the Preferred Shares in question into Common Shares) unless the Fair Market Value of the Common Shares is being determined for the purposes of calculating the Preferred Share Consideration prior to October 31, 2017 in which case it shall be equal to $32,906,000.00 divided by the total number of issued and outstanding Common Shares (including, in the case of the calculation of the Preferred Share Consideration, the Common Shares that would be issued upon the conversion of the Preferred Shares in question into Common

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Shares)unless the Preferred Share Consideration is being calculated for the purposes of Section 9.9 or Article 11 in which case the Fair Market Value of the Common Shares shall be equal to the consideration payable on each Common Share pursuant to the Take- Over Bid, such consideration to be calculated by taking the total purchase price under the Take-Over Bid, subtracting the aggregate amount referred to in subsection (i) of the definition of Preferred Share Consideration and dividing the remaining amount by the number of issued and outstanding Common Shares plus the number of Common Shares that would be issued assuming the conversion of the Preferred Shares in question into Common Shares. If the liabilities shown on the Adjusted Balance Sheet exceed the assets shown on the Adjusted Balance Sheet, the amount of the deficiency shall be deducted from the agreed upon value of goodwill. In the event that the result obtained by deducting such deficiency is an amount which is less than $1.00, the Purchase Price for all of the Purchased Shares shall be an aggregate amount of $1.00.

13.7 The purchase price for the shares being purchased and sold pursuant to the provisions of Article 7, Article 8 or Article 10, as the case may be, shall be the Fair Market Value of each such share determined pursuant to this Article 13 multiplied by the number of such Shares being purchased and sold.

ARTICLE 14 — General Sale Provisions

14.1 Except as may otherwise be provided in this Agreement, the provisions of this Article 14 shall apply to any sale of Shares pursuant to Article 7, Article 8 and Article 10 above. For the purposes of this Article 14, a term defined in Article 7, Article 8 or Article 10, as the case may be, shall have the meaning ascribed thereto in this Article 14, unless otherwise defined in this Article 14.

14.2 At the Time of Closing, the Vendor shall:

(a) deliver to the Corporation signed resignations of the Vendor or its Principal, as the case may be, as directors, officers and employees of the Corporation, as the case may be (for greater certainty, each Shareholder and Principal acknowledges and agrees that he shall not be entitled to notice or pay in lieu of notice as a result of the termination of his employment with the Corporation in these circumstances);

(b) assign and transfer to the Purchaser or the Corporation, as the case may be, the Purchased Shares and, subject to the provisions of Section 14.9 below, shall deliver the required share certificate(s) duly endorsed for transfer into the Purchaser’s or Corporation’s name, as the case may be;

(c) do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser or the Corporation, as the case may be (subject to the provisions of Section 14.9 below, if applicable), free and clear of any claims, liens and encumbrances whatsoever including, without limitation, the delivery of any governmental releases and declarations of transmission;

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(d) deliver to the Corporation a release by each of the Vendor or its Principal, as the case may be, of all his claims against the Corporation with respect to any matter or thing arising up to and including the Time of Closing which the Vendor or its Principal, as the case may be, knew or ought to have known in his capacity as a director, officer, shareholder, employee or creditor of the Corporation, or as a party to this Agreement, as the case may be; provided, however, that such release shall not relate to the ^Element Loan or Element Conversion, any indebtedness of the Corporation to the Vendor being purchased by the Purchaser hereunder or any indebtedness of the Corporation on account of accrued and unpaid fees, salary, expenses, pension or other employee benefits or any claims which might arise out of the transactions of purchase and sale herein contemplated;

(e) provide the Purchaser or the Corporation, as the case may be, with evidence reasonably satisfactory to the Purchaser or the Corporation, as the case may be, that the Vendor is not then a “non-resident” of Canada within the meaning of the Income Tax Act (Canada), failing which the Purchaser shall be entitled to withhold a portion of the purchase price and to remit such amount to Canada Revenue Agency on account of non-resident withholding taxes; and

(f) deliver to the Purchaser or the Surviving Shareholders (if the sale is pursuant to Article 10 above), all directors of the Corporation and all other parties to this agreement (other than the Corporation), a release by the Vendor or its Principal, as the case may be, of all of his claims against such parties relating to matters the Vendor or its Principal, as the case may be, knew or ought to have known in his capacity as a shareholder, director or officer of the Corporation or as a party to this agreement, except for any claims which might arise out of the transactions of purchase and sale herein contemplated or any residual rights of Element pursuant to the Element Loan or Element Conversion.

14.3 If, at the Time of Closing, the Vendor, or any person for or on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any person to secure any indebtedness, liability or obligation of the Corporation, the Purchaser or the Surviving Shareholder (if the sale is pursuant to Article 10) and, if applicable, its Principal, or any of the parties hereto, then the Purchaser or the Surviving Shareholder (if the sale is pursuant to Article 10) shall deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled such guarantees, securities and covenants at the Time of Closing.

14.4 At the Time of Closing, the Purchaser or the Surviving Shareholders (if the sale is pursuant to Article 10) shall:

(a) deliver to the Vendor and his nominees, if any, a release by the Purchaser or the Surviving Shareholder and his nominees, if any, with respect to those matters which any of the Purchaser or the Surviving Shareholder or his nominees knew or ought to have known in his capacity as a Director, officer or of the Corporation or Shareholder, or as a party to this agreement, of all his claims against each of the Vendor and his nominees, if any, in his capacity as

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a shareholder, director or officer of the Corporation, except for any claims which may arise out of the transactions of purchase and sale herein contemplated; and

(b) cause the Corporation to deliver to the Vendor and his nominees, if any, a release by the Corporation of all its claims against the Vendor and his nominees, if any, with respect to any matter or thing which the books and records of the Corporation reflect or which was done in the ordinary course of the Corporation’s business and arising as a result of the Vendor or any such nominee being a shareholder, director, officer or employee of the Corporation, as the case may be.

14.5 If, at the Time of Closing pursuant to a transaction contemplated in Article 7, Article 8 or Article 10, the Corporation is indebted to the Vendor or its Principal or any member of its Immediate Family in an amount (the “Indebtedness”) recorded on the books of the Corporation and verified by the external accountants of the Corporation, the Corporation shall, subject to any permitted rights of set-off, repay such amount to such Person at the Time of Closing.

14.6 If, at the Time of Closing pursuant to a transaction contemplated in Article 7, Article 8 or Article 10, the Vendor or its Principal or any member of the Immediate Family is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the external accountants of the Corporation, the Vendor or its Principal, as the case may be, shall, subject to any rights of set-off, repay such amounts to the Coiporation at the Time of Closing.

14.7 If, at the Time of Closing, the Vendor fails to complete the subject transaction of purchase and sale, the Purchaser or the Surviving Shareholder, as the case may be, shall have the right, if not in default under this Agreement, without prejudice to any other rights which it may have, upon payment of that part of the purchase price payable to the Vendor at the Time of Closing (for greater certainty, after deducting the amount of any adjustments or permitted set-offs contemplated hereunder) to the credit of the Vendor in the main branch of the Corporation’s bankers in the City of Toronto, to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations or other documents that may be necessary or desirable to complete the subject transaction and the Vendor hereby irrevocably appoints the Purchaser or the Surviving Shareholder, as the case may be, its attorney in that behalf (which appointment shall be continuing and shall survive incapacity of the donor of such power).

14.8 At the Time of Closing, the Purchaser or the Corporation, as the case may be, shall deliver to the Vendor a non-negotiable promissory note as evidence of the unpaid balance of the purchase price for the Purchased Shares and any Indebtedness being purchased and the terms of payment thereof, in a form reasonably satisfactory to the Vendor. If not in default hereunder, the Purchaser or the Corporation, as the case may be, shall have the privilege of prepaying the whole or any part of the unpaid balance of the purchase price for the Purchased Shares or any Indebtedness being purchased, at any time or times, without notice or bonus, upon paying accrued interest to the date of prepayment. Any and all prepayments shall be applied against installments of the unpaid balance of

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the said purchase price in reverse order of maturity. If the Purchaser or the Corporation, as the case may be, defaults in any payment of the unpaid balance of the purchase price for the Purchased Shares and any Indebtedness being purchased, or in the performance of any applicable covenant contained in Section 14.10 below, without prejudice to any other rights which the Vendor may have, the whole unpaid balance of such purchase price shall, at the option of the Vendor exercised by the giving of written notice to that effect to the Purchaser or the Corporation, as the case may be, immediately be accelerated and become due and payable in full.

14.9 As security for any Indebtedness and any unpaid balance of the purchase price for the Purchased Shares payable pursuant to the transaction contemplated in Article 11 above, the Vendor shall have the benefit of the guarantee referred to in Section 17.2 below. As security for any unpaid balance of the purchase price for the Purchased Shares payable pursuant to the transactions contemplated in Article 7 or Article 8 and, if applicable, the Indebtedness being purchased by the Purchaser hereunder, interest thereon and for the performance by the Purchaser of the applicable covenants contained in Section 14.10 below, the Purchaser hereby grants to the Vendor a first ranking security interest in the Purchased Shares (hereinafter referred to in this Article 14 as the “Pledged Shares”) pursuant to the provisions of the Personal Property Security Act (Ontario) (hereinafter referred to in this Article 14 as the “PPSA”). In order to perfect that security interest, the Purchaser shall, at the Time of Closing, deliver to the Vendor a share certificate registered in the name of the Vendor representing the Pledged Shares, to be held and dealt with by the Vendor in accordance with the provisions hereof:

(a) Subject to the terms hereof and notwithstanding the registration of the Pledged Shares in the name of the Vendor, so long as the Purchaser is not in default hereunder: (i) the Purchaser shall be entitled to vote the Pledged Shares; and (ii) all distributions, whether by way of dividend or otherwise, paid by the Corporation in respect of the Pledged Shares shall be paid to the Purchaser. The Vendor covenants to do whatever is necessary to give effect to the foregoing including, without limitation, delivering to the Purchaser proxies for the Pledged Shares and directions with respect to any payments with respect to the Pledged Shares, forthwith upon request in writing for same.

(b) Upon payment in full by the Purchaser of the unpaid balance of the Purchase Price for the Purchased Shares or, if applicable, the Indebtedness, the Vendor covenants to deliver to the Purchaser the share certificate(s) representing the Pledged Shares, duly endorsed in blank for transfer.

(c) If the Purchaser defaults in any payment of principal or interest due on account of the unpaid balance of the Purchase Price for the Purchased Shares or, if applicable, the Indebtedness or if the Purchaser defaults in the performance of any applicable covenant by it contained in Section 14.10 below, then the provisions of the PPSA shall govern the rights, remedies and obligations of the Vendor in respect of such default. To the maximum extent permitted under the PPSA, the reasonable legal fees and expenses incurred by the Vendor in enforcing its security shall be recoverable by the Vendor.

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(d) Subject to the Vendor’s right to foreclose on the Pledged Shares, in the event that the disposition of the Pledged Shares (or any part thereof) by the Vendor results in a deficiency, the Purchaser shall remain liable to the Vendor for the immediate payment of such deficiency balance owing, together with accrued interest thereon.

14.10 The Purchaser or the Surviving Shareholder, as the case may be, and the Corporation covenant that, as long as any unpaid balance of the purchase price for the Purchased Shares and, if applicable, the Indebtedness, is outstanding in connection with a transaction of purchase and sale pursuant to the provisions of Section 7.1(c), Article 8 and Article 10 above:

(a) neither the Corporation nor any Subsidiary of the Corporation will repay any loans owing to the Purchaser or the Surviving Shareholder, as the case may be, its Principal, any member of their Immediate Family or any Person not dealing at arm’s length with any of them nor pay any interest thereon;

(b) neither the Corporation nor any Subsidiary of the Corporation will redeem or purchase any of its shares or effect a reduction of capital;

(c) neither the Corporation nor any Subsidiary of the Corporation will encumber, dispose of or in any way deal with any of its assets except in the normal course of its business; provided, however, that the Corporation or any Subsidiary of the Corporation may only grant security on any of its assets to a chartered bank, Element or other financial institution for the bona fide purpose of securing borrowings required by the Corporation or any Subsidiary of the Corporation for the conduct of its business in the ordinary course;

(d) neither the Corporation, the Purchaser nor the Surviving Shareholder, as the case may be, shall take any action to wind-up or otherwise terminate the corporate existence of the Corporation or any Subsidiary of the Corporation;

(e) there shall be no material change in the nature of the business of the Corporation or any Subsidiary of the Corporation as conducted on the Date of Closing;

(f) except to the extent Section 7.3 above is complied with, neither the Corporation nor any Subsidiary of the Corporation shall take any action with a view to its amalgamation, consolidation or merger with any other corporation or the amendment of its Articles or sell, lease, exchange, transfer or dispose of its undertaking or any material part thereof as an entirety or substantially as an entirety;

(g) the Purchaser or the Surviving Shareholder, as the case may be, will deliver to the Vendor, forthwith after their preparation, all financial statements, whether audited or unaudited, of the Corporation or any Subsidiary of the Corporation which are, or are required to be, reviewed by the Board of Directors;

(h) no additional shares or securities convertible into Shares or any Subsidiary of the Corporation or rights to subscribe for such shares or securities will be

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issued or sold, unless the proceeds from the issue and sale of such shares or securities are applied to reduce any Indebtedness and any unpaid balance of the purchase price for the Purchased Shares; and

(i) the aggregate amount of any and all withdrawals and distributions (hereinafter referred to in this Article 14 as the “Withdrawals”) in any fiscal year of the Corporation from the Corporation to the Purchaser or the Surviving Shareholder, as the case may be, or its Principal or any member of its Immediate Family or any Persons not dealing at arm’s length with any of them (hereinafter collectively referred to in this Article 14 as the “Subject Persons”), including, without limitation, salary, allowance, dividends, bonuses, repayment of loans, interest thereon, or any amounts on the redemption or purchase of shares or reduction of capital by the Corporation shall not exceed the aggregate of 110% of the amount of the Withdrawals received by the Subject Persons in the immediately preceding fiscal year.

For greater certainty, none of the Purchaser, the Surviving Shareholder or the Corporation will be subject to any of the foregoing covenants in respect of a transaction of purchase and sale as a result of a Sale Event referred to in subsections 7.1(a) or (b) above.

14.11 From and after the occurrence of an event giving rise to a transaction of purchase and sale to which this Article 14 applies until the Time of Closing, the Shareholders shall not do, nor cause, nor permit to be done anything except that which is in the ordinary course of business of the Corporation or any Subsidiary of the Corporation. Further, the parties hereto covenant and agree that from and after the occurrence of an event giving rise to a transaction of purchase and sale to which this Article 14 applies, they shall do all things necessary or desirable to cause the transaction of purchase and sale to be completed as soon as possible.

ARTICLE 15 - Pre-Emptive Rights15.1 Except as the Shareholders may otherwise agree by Shareholder approval provided in accordance with Section 4.1(g), any issuance of Shares or securities exchangeable for or convertible into Shares is subject to this Article 15, other than: (i) Shares issued upon the exercise or conversion or exchange of existing Shares or Shares issued pursuant to a stock option plan provided that such plan was approved by Shareholders in accordance with Section 4.1(g), (ii) Shares issued as a dividend to holders of Shares, (iii) any Shares issued upon a duly approved subdivision or share split, (iv) Shares issued pursuant to an Element Conversion or issued to Element after the conversion of the Preferred Shares in order to maintain the Element Conversion Percentage, (v) Shares issued pursuant to the Radiologist Option Agreements, or (vi) the issuance of Shares in connection with the Financing on or before December 31, 2015 of up to 4,384,615 Shares for gross proceeds of not less than $0.6842 per Share and for gross proceeds to the Corporation of not less than $3,000,000 in the aggregate.

15.2 The Corporation must give notice to the Shareholders (an “Offering Notice”) each time an offering of Shares or other securities subject to this Article 15 is made. The Offering Notice must specify the terms and conditions of the offering, including (i) the total number of Shares or other securities of the Corporation which are being offered (the

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“Offered Securities”), (ii) the rights, privileges, restrictions, terms and conditions of the Offered Securities, (iii) the consideration for each Offered Security and (iv) the closing date which may not be earlier than fifteen (15) business days from the date the Offering Notice is delivered. Each Offering Notice will include an irrevocable offer to sell the Offered Securities to the Shareholder the Offering Notice is delivered to.

15.3 Each Shareholder that is not in default of any of its obligations under this Agreement may subscribe for all or less than all of its “Proportionate Interest” (being at any time such Shareholders’ rateable ownership of Shares expressed as a percentage, which percentage is determined by dividing the number of Shares owned by the Shareholder by the total number of Shares on an as-converted fully-diluted basis owned by all Shareholders, including, in the case of Element, any Shares issuable pursuant to the Element Conversion as if it had occurred at such date). Each Shareholder may also subscribe for a number of Offered Securities which any other Shareholders had a right to subscribe for under this Article but are not subscribed for by such other Shareholders (the “Available Securities”). These rights may be exercised by delivering an irrevocable and unconditional subscription notice to the Corporation (the “Subscription Notice”) within ten (10) business days from the date the Offering Notice is delivered to such Shareholder by the Corporation hereunder (the “Offer Period”). The Subscription Notice must specify: (i) whether the Shareholder is subscribing for its Proportionate Interest and if not, the maximum number of Offered Securities such Shareholder is prepared to acquire, as well as (ii) the number of Available Securities such Shareholder is prepared to acquire, if any.

15.4 If a Shareholder fails to deliver a Subscription Notice within the Offer Period, then any right of the Shareholder to subscribe for any of the Offered Securities is extinguished.

15.5 The Available Securities to be issued or granted, if any, shall be allocated among those of the Shareholders who have elected to subscribe for Available Securities in accordance with the numbers specified in their Subscription Notice.

15.6 If there are fewer Available Securities than the aggregate Available Securities requested, (i) the Available Securities shall be divided pro rata among those Shareholders who requested Available Securities on the basis of the number of Shares owned by the Shareholder relative to the total number of Shares on an as-converted basis owned by all Shareholders (which, in the case of Element, shall include any Shares issuable pursuant to the Element Conversion) who have exercised the right to subscribe for Available Securities, and (ii) such Shareholders shall purchase that number of Available Securities as so revised, but not more than the number of Available Securities specified in the Subscription Notice.

15.7 The Corporation will notify each Shareholder who provided a Subscription Notice of the number of Offered Securities allotted to that Shareholder. Each accepted Subscription Notice constitutes a binding agreement by the Shareholder to purchase and the Corporation to sell to the Shareholder, the number of Offered Securities allotted to the Shareholder, on and subject to the terms of the Offering Notice.

15.8 If not all of the Offered Securities are subscribed for then, during the 90 calendar day period following the expiry of the Offer Period, the Corporation is entitled to allot

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and issue any such unsubscribed Offered Securities to any other Persons. Any such allotment and issuance must be at the same or a higher price and otherwise on the same or no more favourable terms and conditions as contained in the Offering Notice. If any Offered Securities are not issued within the 90 calendar day period, the Corporation must, before allotting and issuing such unissued Offered Securities to any Person, again comply with this Article 15.

15.9 The obligation of the Corporation to issue any Offered Securities to a Shareholder is subject to and conditional on the issuance of such securities being exempt from all registration and prospectus requirements under applicable securities laws.

ARTICLE 16—Preferred Share Matters16.1 Resolute shall have the option, exercisable upon notice to the individual Radiologists given at any time prior to the conversion of the Series A Preferred Shares into Common Shares, to sell all its Series A Preferred Shares to the individual Radiologists for a price per Series A Preferred Share for an aggregate purchase price of $2,000,000 plus interest at the Prime Bank Rate calculated from the date of issuance of the Series A Preferred Share to the date of notice provided by Resolute. The closing of such purchase and sale shall occur on the date that is six (6) -months following the written notice to the individual Radiologists. The aggregate purchase price payable shall be paid in equal consecutive monthly installments over a period of up to two (2) years from the date of closing, together with interest on the principal balance from time to time outstanding at a rate per annum, calculated monthly, not in advance, both before and after default or judgment and as well after as before maturity, which is equal to the Prime Bank Rate plus three percent (3%), with interest on overdue interest at the same interest rate. Such interest shall be payable at the same times as payments of principal, the first of such installments of principal and interest to become due and payable one (1) month after the date of closing, with interest at the aforesaid rate computed from the date of closing. The Prime Bank Rate shall be determined on the date of closing and on each payment date thereafter to apply with respect to the balance of the purchase price outstanding in the period until the next payment date.16.2 At any time after the first (1st) anniversary of the issuance of the Series B Preferred Shares and provided that at such time notice has not been given by Dr. Kisselgoff MPC and Dr. Shuster MPC of the intention to exercise the put right under Section 16.3, the Radiologists will have the option exercisable upon 60 days’ notice to the holders of the Series B Preferred Shares to acquire the Series B Preferred Shares at a price per Series B Preferred Share equal to:

(a) if the option is exercised during the period commencing the first (1st) anniversary of the issuance of the Series B Preferred Shares and ending on the second (2nd) anniversary of the issuance of the Series B Preferred Shares, an amount equal to 120% of the Preferred Share FMV Entitlement,

(b) if the option is exercised during the period commencing the day after the second (2nd) anniversary of the issuance of the Series B Preferred Shares and ending on the third (3rd) anniversary of the issuance of the Series B

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Preferred Shares, an amount equal to 140% of the Preferred Share FMV Entitlement,

(c) if the option is exercised during the period commencing the day after the third (3rd) anniversary of the issuance of the Series B Preferred Shares and ending on the fourth (4th) anniversary of the issuance of the Series B Preferred Shares, an amount equal to 160% of the Preferred Share FMV Entitlement, and

(d) if the option is exercised during the period commencing the day after the fourth (4th) anniversary of the issuance of the Series B Preferred Shares and ending on the fifth (5th) anniversary of the issuance of the Series B Preferred Shares, an amount equal to 180% of the Preferred Share FMV Entitlement.

16.3 At any time on or after the first (1st) anniversary of the issuance of the Series B Preferred Shares, Dr. Kisselgoff MPC and Dr. Shuster MPC shall each have the option, exercisable upon six (6) -months’ written notice to the individual Radiologists (which shall not include their respective medicine professional corporations), to sell all their respective Series B Preferred Shares to the individual Radiologists for a price per Series B Preferred Share equal to 100% of the Preferred Share FMV Entitlement.

16.4 Dr. Kisselgoff MPC and Dr. Shuster MPC shall each have the option, exercisable upon notice to the individual Radiologists given at any time prior to the first (1st) anniversary of the issuance of the Series B Preferred Shares, to sell all their respective Series B Preferred Shares (or Common Shares if such Series B Preferred Shares have then been converted into Common Shares) to the individual Radiologists for a price per Series B Preferred Share equal to the Series B Purchase Price (as defined in the Corporation’s articles) less the dollar amount of all dividends, return of capital and other distributions already paid on such Preferred Share plus an amount per month from the issuance of such Series B Preferred Shares until the date of the notice to exercise such option equal to 2.5% of the quotient obtained by dividing $32,906,000.00 by the number of issued and outstanding Common Shares on an as-converted basis. The closing of such purchase and sale shall occur on the date that is six (6) -months following the written notice to the individual Radiologists.

16.5 In the event that the Aggregate Series B Return (as defined in the Corporation’s articles) is not paid on the Series B Preferred Shares within five (5) years of the date of issuance, Dr. Kim Holdco, Jae K. Kim Medicine Professional Corporation, Dr. Cheung Holdco, Gordon Cheung Medicine Professional Corporation, Dr. Gill Holdco, D. S. Gill Medicine Professional Corporation, Dr. Chatha Holdco and Dr. Deep Chatha Medicine Professional Corporation (collectively, the “Series B Guarantors”) agree to pay such amount to the holders of the Series B Preferred Shares within 60 days of the date of the fifth (5th) anniversary of issuance of the Series B Preferred Shares. To the extent that any of the Series B Guarantors is obliged to make such payment, any amounts shall be advanced by such Guarantor(s) to the Corporation as a shareholder loan and the Corporation shall use such amounts to pay any amount of the Aggregate Series B Return not theretofore paid in which event the Series B Preferred Shares will convert automatically into Common Shares pursuant to the Corporation’s articles.

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ARTICLE 17 — Guarantee17.1 Each Principal, as the case may be, hereby unconditionally guarantees that the Shareholder of which he is the Principal will duly and punctually observe and perform all of the covenants and obligations on its part to be observed and performed pursuant to the provisions of this Agreement or pursuant to any instrument or agreement delivered pursuant to or contemplated by this Agreement and hereby undertakes and agrees to indemnify and save harmless the other Shareholders and Principals from and against all liability, harm, loss, costs, charges, damages and expenses of any nature whatsoever (including reasonable legal fees) occasioned by any act or default of the Shareholder of which he is the Principal contrary to such covenants and obligations or which may be incurred, suffered or sustained by reason of any failure to observe and perform all or any of such covenants and obligations.

17.2 The Principals of the Surviving Shareholders (as that term is defined in Article 11 above) hereby unconditionally guarantees that the Corporation will duly and punctually observe and perform all of the covenants and obligations on its part to be observed and performed pursuant to the provisions of Article 10 and Article 14 above or pursuant to any instrument or agreement delivered pursuant to or contemplated by such provisions and hereby undertakes and agrees to indemnify and save harmless the Vendor (as that term is defined in Article 11 above) from and against all liability, harm, loss, costs, charges, damages and expenses of any nature whatsoever (including reasonable legal fees) occasioned by any act or default of the Corporation contrary to such covenants and obligations or which may be incurred, suffered or sustained by reason of any failure to observe and perform all or any such covenants and obligations.

17.3 Any guarantee provided for under this Article 17 shall be continuing, unconditional and irrevocable and a fresh cause of action shall be deemed to arise in respect of each such default. Without limiting the generality of the foregoing, the obligations of each Principal hereunder shall not be released, discharged, impaired or in any way affected by any extensions of time, indulgences or modifications granted by any party in favour of another, to enforce any of the terms or provisions of this agreement or by the bankruptcy, insolvency, dissolution, amalgamation, winding-up or reorganization of the Corporation, or the Shareholder of which he is the Principal or by any other act or proceeding in relation to the Corporation, the Shareholder of which he is the Principal or this Agreement whereby the Principal might otherwise be released or exonerated, and each Principal hereby waives any right to require the Shareholders and Principals to exercise or exhaust any action or recourse against any other party before requiring performance by such Principal pursuant to this guarantee.

ARTICLE 18 — Restrictive Covenants

18.1(a) Each Shareholder and each Principal who is also a Radiologist shall not,

while it or any member of its Immediate Family (hereinafter collectively referred to in this Article 18 as the “Departing Shareholder”) is a Shareholder and for a period of three (3) years thereafter, directly or indirectly, either individually or in partnership or in conjunction in any

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way with any Person or Persons, whether as principal, agent, consultant, shareholder, guarantor, creditor or in any other manner whatsoever:

(i) solicit, interfere with or endeavour to entice away from the Corporation or its Affiliates or Subsidiaries, or accept any business from or the patronage of or contract or attempt to contract with any person, firm or corporation who was a supplier of the Corporation, its Affiliates or Subsidiaries, or a prospective supplier of the Corporation, its Affiliates or Subsidiaries with whom the Corporation, its Affiliates or Subsidiaries have or have had any dealing during the twelve (12)-month period immediately preceding the date upon which the Departing Shareholder ceases to be a Shareholder (to the extent but only to the extent that such business, patronage, service, or contract is substantially similar to and competitive with the business of the Corporation or the business of any of its Affiliates or Subsidiaries or any additional businesses from time to time carried on by the Corporation or any of its Affiliates or Subsidiaries (hereinafter collectively referred to in this Article 18 as a “Competitive Business”) provided that for the purposes of the foregoing a loan or lease in the ordinary course of business from Element to any Person shall not constitute solicitation, interference or endeavoring to entice for the purposes of this paragraph for so long as the Director nominated by Element does not have any active or ongoing involvement with such Person;

(ii) offer employment to or endeavour to entice away from the Corporation or its Subsidiaries or Affiliates, any person employed (or retained as a consultant) by the Corporation or its Subsidiaries or Affiliates at the date of such Shareholder ceasing to be a shareholder of the Corporation, or who was so employed or retained at any time during the previous six (6)-month period or interfere in any way with the relationship between any such employee (or consultant) and the Corporation, its Affiliates or Subsidiaries; or

(iii) other than in favour of the Corporation, its Affiliates or Subsidiaries, whether as a consultant, partner, franchisor, lender, owner or shareholder or in any other capacity whatsoever, be engaged in, assist, service, advise, finance or otherwise be involved in any business activity that is, or (to the knowledge of the Departing Shareholder) proposes to be, substantially similar to or competitive with the Competitive Business within the Restricted Territory (as defined below) in any manner whatsoever, except that the foregoing shall not restrict the Departing Shareholder:

(A) from acquiring and holding, as a passive securityholder, less than ten (10%) percent of the securities of any class of any Person that carries on any business activity that is substantially similar to or competitive with the Competitive Business in the Restricted

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Territory, if any of such Person’s securities are listed on a recognized stock exchange in Canada or the United States; and

(B) from operating (a) laboratories and related (but, for greater certainty, excluding the diagnostic imaging services that are part of the Competitive Business) business anywhere, (b) existing medical or diagnostic imaging clinics outside the Restricted Territory and (c) existing medical or diagnostic imaging clinics within the Restricted Territory to which the Departing Shareholder currently provides services as of the date hereof;

(C) from providing their radiology services to hospitals;

(D) in the case of Dr. Julia Grebenyuk, a shareholder of Resolute who is not a party to this Agreement but may rely on this clause, from providing services of the nature already provided as at the date hereof at Trillium Health Partners or Medscan Healthcare;

(E) in the event a new imaging clinic is opened and a Departing Shareholder (or its shareholders) is, as at the date such Departing Shareholder (or its shareholders) is made aware of the new clinic opening, involved in Competitive Business that would be in the Restricted Territory surrounding the new clinic, the Departing Shareholder (or its shareholders) may continue his, her or its involvement in such Competitive Business notwithstanding any other term of this Agreement;

(F) for purposes of this paragraph 18.1(a)(iii), Restricted Territory means a five (5) km radius around each of the imaging clinics operated by the Corporation; and

(G) in the case of Element, provision of a loan or lease in the ordinary course of business to any Person for so long as the Director nominated by Element does not have any active or ongoing involvement with such Person.

The Shareholders and Principals have or will have specific knowledge of the affairs of the Corporation, its Affiliates and Subsidiaries and their business. Therefore, the Shareholders and Principals hereby acknowledge and agree that all covenants, provisions and restrictions contained in this Section 18.1 are reasonable and valid in the circumstances of this agreement, and all defences to the strict enforcement thereof by the Corporation (and its Affiliates and Subsidiaries, in respect of which the Corporation is contracting herein as agent) are hereby waived.

The Shareholders and Principals acknowledge that in the course of being, or being associated with, a Shareholder, the Shareholders and Principals will have access to and will be entrusted with Confidential Information.

(b) The Shareholders and Principals acknowledge and agree that the Confidential Information is the exclusive property of the Corporation and its Affiliates and Subsidiaries. Except as may be required by applicable laws, and except as permitted hereunder, each Shareholder and Principal covenants and agrees that it will not disclose (directly or indirectly) at any time any of the Confidential Information to any Person, other than to its directors, officers, employees, agents or professional advisors that have a need to know such information, nor shall the Shareholder or Principal use or exploit (directly or indirectly), such information for any purpose other than for the benefit of the Corporation, nor will it disclose for any purpose other than for the benefit of the Corporation the private affairs of the Corporation and its Affiliates and Subsidiaries or any other information which it may acquire during its tenure as a Shareholder or Principal with respect to the business and affairs of the Corporation and its Affiliates and Subsidiaries.

(c) Notwithstanding the foregoing, a Shareholder or Principal shall be entitled to disclose such Confidential Information if such disclosure is required pursuant to applicable laws or pursuant to a subpoena, order, recommendation or direction issued by a court, arbitrator or any Governmental Authority, provided that the Shareholder or Principal shall first have:

(i) properly notified the Corporation;

(ii) consulted with the Corporation, at the Corporation’s sole expense, on the advisability of taking steps to resist such requirements; and

(iii) if the disclosure is required or deemed advisable, co-operated with the Corporation, at the Corporation’s sole expense, in an attempt to obtain an order or other assurance that such information will be accorded confidential treatment.

(d) Nothing in this Section 18.2 or in Section 18.3 below shall be construed as limiting or impairing in any way any of the rights of the Corporation, its Affiliates and Subsidiaries whether at law, in equity or otherwise against the Shareholder or Principal with respect to the disclosure, use or exploitation in any manner whatsoever to any Person or for any purpose, as the case may be, of any of the Confidential Information.

18.3 The covenants in Sections 18.1 and 18.2 above are given by the Shareholders and each Principal acknowledging that the Corporation and its Affiliates and Subsidiaries carry on, or will carry on, business initially throughout North America, that it or he will have significant responsibilities in connection with such corporations and their respective businesses and affairs, and that it or he either has or will have specific knowledge of the private affairs and business of the Corporation and its Affiliates and Subsidiaries. Therefore, the parties hereby agree that all restrictions contained in Sections 18.1 and18.2 are reasonable, necessary and fundamental to the protection of the Corporation, its Affiliates and Subsidiaries and their businesses and that a breach by a Shareholder or Principal would result in immediate and irreparable damages to the Corporation that could not adequately be compensated for by monetary award. Accordingly, it is expressly agreed by each Shareholder and its respective Principal, that, in addition to all other

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remedies available to it, the Corporation shall be entitled to the immediate remedy of an interim, interlocutory and permanent injunction as well as an accounting of all profits arising out of any breach by the Shareholder or the Principal or nominees thereof.

18.4 The provisions of this Article 18 shall survive the termination of this Agreement.

ARTICLE 19 — General Contract Provisions19.1 All share certificates of the Corporation shall have the following legend endorsed thereon forthwith after the execution of this Agreement and from time to time thereafter:

“The transfer of shares represented by this certificate is subject to a unanimous shareholders ’ agreement dated September 25, 2015”.

19.2 All notices, requests, demands or other communications (collectively, “Notices”) by the terms hereof required or permitted to be given by one party to any other party, or to any other Persons shall be given in writing by personal delivery, by registered mail, postage prepaid, or by facsimile or email transmission, in the case of any party other than the Corporation as set out in Schedule “B” and in the case of the Corporation as follows:

4936 Yonge Street, Suite 239 Toronto, Ontario M2N 6S3

or at such other address as may be given by such Person to the other parties hereto in writing from time to time. If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice setting forth an address for the giving of Notices, the Notice for such Person shall be deemed to have been properly given if given in accordance with the terms hereof as if given to the transferor(s) of such shares. All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, forty-eight (48) hours after 12:01 a.m. on the day following the day of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted all Notices shall be given by personal delivery or by facsimile or email transmission.19.3 The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereof. This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument. Time shall be of the essence of this agreement and of every part hereof and no extension or variation of this agreement shall operate as a waiver of this provision.

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19.4 Notwithstanding anything to the contrary contained herein, if a Shareholder or Principal, as the case may be, dies at any time before the Time of Closing of a transaction of purchase and sale pursuant to the provisions of Article 7 or Article 8 above, the provisions of Article 10 above shall apply and with respect to the transaction of purchase and sale not yet completed, the applicable provisions in respect of such transaction of purchase and sale shall be suspended pending completion of the transaction contemplated in Article 10 above.

19.5 The parties hereto covenant and agree, as soon as reasonably practicable following the date hereof, to execute such further and other documents, instruments, deeds and appointments as are reasonably necessary in order to give effect to the grant of powers of attorney (which powers shall be continuing and shall survive the incapacity of the donor thereof) herein provided, including the powers of attorney set forth in subsection 4.1(c)(ii), Section 11.4, Section 14.7 and Section 19.19 of this Agreement, in accordance with applicable laws.

19.6 Any powers of attorney granted hereunder are not intended to be a CPOA (as defined below). The execution of this Agreement shall not terminate in any way a continuing power of attorney within the meaning of and governed by the Substitute Decisions Act (Ontario) (each, a “CPOA”) granted by a Shareholder previously and the power of attorney granted by the Shareholders hereunder shall not be terminated by the execution of a CPOA in the future by a Shareholder, and such Shareholder hereby agrees not to take any action that results in the termination of the power of attorney he/it granted hereunder.

19.7 The Shareholders agree to sign such further and other documents, cause such meetings to be held, cause such resolutions to be passed and such by-laws to be enacted, exercise their vote and influence and do and perform (and cause to be done and performed) such further and other acts or things as may be necessary or desirable in order to give full effect to this Agreement. Any actions required to be taken pursuant to this Section 19.7 shall be undertaken at the sole cost and expense of the Shareholder undertaking such actions. Each of the Shareholders agrees that they shall at all times be faithful to the others and shall do their best to further the interests of the Corporation and shall at all times cast their votes for the election of the persons as provided in this Agreement as directors and officers of the Corporation, and shall at no time cast their vote as a Director or Shareholder for the purpose of ousting a Director designated by any of the other Shareholders from office, nor shall any of the Shareholders take any measure by way of entering into any agreement (whether directly or indirectly) for the purpose of ousting any such Director from office or for doing that which may prove detrimental to the interests of any of the Shareholders.

19.8 The Corporation consents to this Agreement and agrees that the Corporation is governed by its terms.

19.9 Each Shareholder and each Person who becomes a Shareholder shall, concurrently with becoming a Shareholder, execute and deliver to the Corporation a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the parties hereto, agreeing to be bound by this Agreement.

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19.10 Each of the Shareholders (a) consents to the Element Conversion and to a transfer of Common Shares made in accordance with this Agreement and (b) agrees that this consent satisfies any restriction on the transfer of the Shares contained in the Articles or By-laws and that no further consent is required under the Articles or By-laws for any such transfer.

19.11 Each of the Shareholders covenants and agrees that he/it shall vote, or cause to be voted, the Shares owned by it to accomplish and give effect to the terms and conditions of this Agreement and that it shall otherwise act in accordance with the provisions and intent of this Agreement. If any conflict shall appear between the Articles (as amended), By-laws or resolutions of the Corporation and the provisions of this Agreement, the provisions of this Agreement shall govern and supersede the provisions of the Articles (as amended), By-laws and resolutions. If there shall be any such conflict, the Shareholders shall amend the Articles, By-laws and resolutions so as to ensure conformity with the terms of this Agreement.

19.12 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All of the parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

19.13 EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

19.14 Except as otherwise expressly provided in this Agreement, each Shareholder shall pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by it. The fees and expenses referred to in this Section 19.13 are those which are incurred in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.

19.15 No press release, public statement or announcement or other public disclosure with respect to this Agreement may be made except with agreement in writing of the

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Shareholders, or if required by applicable law or a governmental entity. Where such disclosure is required by applicable law or a governmental entity the Shareholder required to make the disclosure shall use reasonable efforts to obtain the written approval of the other parties hereto as to the form, nature and extent of the disclosure.

19.16 This Agreement constitutes the entire agreement between the Shareholders with respect to the matters contained in this Agreement and supersedes all prior agreements and negotiations, whether written or oral, relating to the subject matter of this Agreement. The execution of this Agreement has not been induced by, nor do any of the Shareholders rely upon or regard as material, any representations, promises, agreements or statements whatsoever not incorporated in this Agreement and made a part of this Agreement. The Schedules referred to herein are incorporated herein by reference and form part of this Agreement.

19.17 This Agreement may be amended, supplemented or otherwise modified only by the written agreement signed by the Corporation and Shareholders then holding 75% or more of the Shares, which must include Element if at the applicable time Element holds not less than 5% of the Common Shares on an as-converted basis, provided that to the extent that any amendment, supplement or modification increases the obligations or liabilities of any Shareholder, such amendment, supplement or modification is only effective if signed in writing by such Shareholder and further provided that no amendment to the provisions of Article 16 may be made unless signed by the party effected by such amendment.

19.18 No party to this Agreement shall be deemed or taken to have waived any provision of this Agreement unless such waiver is in writing, and then such waiver shall be limited to the circumstances set forth in such written waiver. No failure or delay on the part of a Shareholder in exercising any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by a party of a default shall operate against such Shareholder as a waiver of such default unless made in writing and signed.

19.19

(a) This Agreement becomes effective only when executed by all of the Shareholders. After that time, it is binding on and enures to the benefit of the Shareholders and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns.

(b) Subject to Section 6.1 and Section 6.2 above, and except as otherwise provided in this Agreement, neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Shareholder without the prior written consent of the other Shareholders.

19.20 If any Shareholder neglects or refuses, or is unable to execute or delivery any document required to be executed or delivered pursuant to the provisions of this

-51-

I

Agreement,, then such Shareholder shall be deemed to have: appointed,the Corporation as his dr her irrevocable agent arid lawful attorney, in accordance with the Powers, of Attorney Act (Ontario), for the purpose of executing arid, delivering such document and such execution or delivery shall be as valid and effectual, for all purposes, as though it had been executed or delivered by such Shareholder. Tins appointment, being coupled ryith interest, is therefore irrevocable.

1.9.21 If any provision of this Agreement, is determined to be illegal, invalid or unenforceable, by an- arbitrator or any court of. competent jurisdictiori from which no appeal exists or- is. taken, that provision shall be severed from this Agreement' and the remaining provisions shall remain, in,full force and effect.

19.22 This Agreement may be executed in any number of counterparts, each of which shall be deemed anprigiriai and. all of which,-taken together, shall constitute one and the same instrument. Any party delivering an executed signature page by- facsimile,; email Or other electronic means is as effective as a manually executed: counterpart of this. Agreement,

19.23 The Shareholders have agreed that this Agreement as. well as any document or instrument relating to it be drawn up in English only but without prejudice to any such document or instrument which may from tirne to time be drawn up in French only or in both French and English. Les parties aux presentes out convenu que la- presente Convention ainsi que tous autres actes ou documents s’y rattachant soient rediges en anglais seulement mais sans prejudice a tous tels; acteS ou: documents qui pouriraient a ^occasion etre,rediges erifranpais seulement 6U a la fois en anglais et en franpais.,

19.24 EACH OF THE SHAREHOLDERS ACKNOWLEDGES THAT COGNITION LLP AND ITS ASSOCIATED COUNSEL HAS ACTED AS. COUNSEL TO THE CORPORATION ONLY IN THE PREPARATION OF THIS AGREEMENT. EACH OF THE PARTIES HERETO OTHER THAN THE CORPORATION ACKNOWLEDGES THAT HE, SHE OR IT HAS HAD SUFFICIENT OPPORTUNITY TO, CONSULT WITH INDEPENDENT LEGAL COUNSEL WITH RESPECT TO THIS AGREEMENT, UNDERSTANDS HIS, HER OR ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE NATURE OF THE CONSEQUENCES OF THIS AGREEMENT AND IS SIGNING THIS AGREEMENT AND ALL ANCILLARY DOCUMENTATION RELATED THERETO.

IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreeifrent. as of the date first above written

Title: President

-52-.

I have authority to bind Ihe corporation.

Witness

I have authority to bind the corporation

1 have authority to bind the corporation

Dr. Deep Cbatha

, Doc ID: 884466e77c8c07cdb3e0eb3472a8c2a0d0a9dcd

Witness Dr. Davinder Gill

RESOLUTE MEDICAL CORPORATION

By:_Name: %Title:


D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION

Name: Dr. David Kisselgoff Title:

1 have authority to bind the corporation

A SHUSTER MEDICINE PROFESSIONAL CORPORATION

By:_________________ __________Name: Dr. Anatoly Shuster Title:



Name:Title:

By:___________________________Name:Title:

We have authority to bind the Corporation

-54-

D. KISSELGOFF MEDICINE PROFESSIONAL-CORPORATION

By:__________________________Name: Dr. David KisselgoffTltle: PweteW'


A SHUSTER MEDICINE PROFESSIONALjGQRPORATION

By:.Name: Dr. Anatoly Shuster Title:



By:_____________ ____________Name:Title:

By:__________________________Name:Title:


-54-

Witness Dr. Davindef Gill

RESOLUTE; MEDICAL CORPORATION

By:_________________ _Name;Title:



By:,_______________________ _Name: Dr. David Kisselgoff Title:-

I have authority to hind the corporation

A SHUSTER MEDICINE; PROFESSIONAL CORPORATION

By: __________ ______________Name: Dr. Anatoly Shuster Title:

I have authority to bind the. corporation.

OXFORD ADVANCED IMAGING INC,

Title:


-54-

i > k.

Witness Vince Nigra

[il&.qlM‘e:j)age::t&,OxfoniAdvane'edjmttgtng Ine. UnMimca^hqfehdidefX ’ AgreeWentj

r55- • ;II•I

. By: __________________ ___Name:Title:

By:_____________ ___________ aName:Title:


Witness Vince Nigro

[$igtiQturepage td.OxfordAdvancedlmaging Inc, llnaMmovs Shareholders ’ Agrcerrient]

-55-

By:__________________________Name:Title:


Name:Title:

I have authority to bind the Corporation

Witness Peter George

Witness Michael C. Rohrer

Witness

[Signature page to Oxford Advanced Imaging Inc. Unanimous Shareholders' Agreement]

-55-

"•'I

SCHEDULE “A” LIFE INSURANCE

Life Insured Owner Amount

To be updated by the Shareholders from time to time

Insured and

Policy Number

SCHEDULE “B” CONTACT PARTICULARS

Name Contact Information2481668 Ontario Inc. 1100 Memorial Avenue, Suite 324

Thunder Bay, OntarioP7B 4A3

E-mail: dr. i ae. k. [email protected]

Dr. Jae K. Kim 4936 Yonge StreetToronto, OntarioM2N 6S3

E-mail: [email protected]

2481669 Ontario Ltd. 10 Kingsbridge Garden Circle, Unit 100 Mississauga, OntarioL5R3K6

E-mail: flasheordoctSihotmail.com

Dr. Gordon Cheung 10 Kingsbridge Garden Circle, Unit 100 Mississauga, OntarioL5R3K6


2464192 Ontario Inc. 79 Dawlish AvenueToronto, OntarioM4N 1H2


Dr. Deep Chatha 79 Dawlish AvenueToronto, OntarioM4N1H2


D. Gill Holding Inc. 1355 Outram AvenueLasalle, OntarioN9J 3M3

E-mail: [email protected]. Davinder Gill 1355 Outram Avenue

Lasalle, Ontario







N9J 3M3 .

E-mail: [email protected] Medical Corporation Vladislav Miropolsky & Julia Grebenyuk

455 Lakeshore Road WestOakville, OntarioL6K1G4

[email protected]

D. Kisselgoff Medicine Professional Corporation

David Kisselgoff350 Summerhill DriveThunder Bay, ONP7B7B9

E-Mail: [email protected] Shuster Medicine Professional Corporation Anatoly Shuster

201 Kusznier CrescentThunder Bay, ONP7B 6K4

E-Mail: [email protected] Financial Corporation Element Financial Coiporation, 161 Bay

Street, Suite 3600, PO Box 621, Toronto, Ontario, M5J 2S1Steve Rotz, VP Business Development, srotz(a!elementcort>.com

Peter George 1 Adelaide Street East, Suite 801Toronto, ONM5C 2V9

E-Mail: [email protected] C. Rohrer 223 Kensington Blvd.

St. Clair Beach, ONN8N 2K8


Vince Nigro 6 Wellwood AvenueToronto, ONM6C 1G9









ADDENDUM TO UNANIMOUS SHAREHOLDERS’ AGREEMENT

THIS ADDENDUM is dated effective November 6th, 2015.

AMONG:2481668 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario

(“Dr. Kim Holdco”)

AND:DR. JAE K. KIM, an individual resident in the Province of Ontario

(“Dr. Kim”)

AND:2481669 ONTARIO LTD., a corporation incorporated under the laws of the Province of Ontario

(“Dr. Cheung Holdco”)

AND:DR. GORDON CHEUNG, an individual resident in the Province of Ontario

(“Dr. Cheung”)

AND:2464192 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario

(“Dr. Chatha Holdco”)

AND:DR. DEEP CHATHA, an individual resident in the Province of Ontario (“Dr. Chatha”)

AND:D GILL HOLDING INC., a corporation incorporated under the laws of the Province of Ontario

(“Dr. GUI Holdco”)

AND:DR. DAVINDER GILL, an individual resident in the Province of Ontario

(“Dr. GUI”)

2

AND:1054020 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia

(“Dr. Bining Holdco”)

AND:DR. HARJINDER JOHN SINGH BINING, an individual resident in the Province of British Columbia

(“Dr. Bining”)

AND:


(“Dr. Kadoch Holdco”)

AND:DR. LAURENCE KADOCH, an individual resident in the Province of Ontario

(“Dr. Kadoch”)

(collectively referred to as the “Parties”)

WHEREAS:

A. Dr. Kim Holdco and its principal Dr. Kim, Dr. Cheung Holdco and its principal Dr. Cheung, Dr. Chatha Holdco and its principal Dr. Chatha, Dr. Gill Holdco and its principal Dr. Gill (collectively, the “Radiologists”), and Oxford Advanced Imaging Inc. (the “Corporation”), among others, entered into a Unanimous Shareholders’ Agreement dated September 29, 2015 (the “USA”) to govern their respective shareholdings in the capital of the Corporation and to govern the organization and affairs of the Corporation, among other things;

B. As at the date of this Addendum, the authorized share capital of the Corporation consists of:

Authorized Share CapitalUnlimitedUnlimitedUnlimited

Class of SharesCommon

Series A Preferred Shares Series B Preferred Shares

3

C. As at the date of this Addendum, the issued and outstanding shares in the capital of the Corporation are as set out below, such shares comprising all of the issued and outstanding shares of the Corporation

NameDr. Kim Holdco Dr. Cheung Holdco Dr. Chatha Holdco Dr. Gill Holdco Element Financial Corporation (“Element”)Peter George Michael C. Rohrer Vince NigroResolute Medical Corporation Dr. Kadoch HoldcoD. Kisselgoff Medicine Professional Corporation (“Dr. Kisselgoff MFC”)A Shuster Medicine Professional Corporation (“Dr. Shuster MFC”)

D. Pursuant to a subscription agreement between the Corporation and Dr. Kadoch Holdco dated October 30, 2015, Dr. Kadoch Holdco subscribed for 1,461,539 Series A Preferred Shares;

E. Pursuant to a subscription agreement between the Corporation and Dr. Bining Holdco dated November 6 2015 (the “Subscription Agreement”), Dr. Bining Holdco has agreed to subscribe for 1,461,539 Series A Preferred Shares;

F. The Corporation may issue up to an additional 1,461,539 Shares to one or more subscribers on or before December 31, 2015 (such subscribers, together with Dr. Bining Holdco and Dr. Kadoch Holdco, the “New Subscribers”)

G. The Parties agree to enter into this Addendum to govern each of Dr. Bining Holdco’s and Dr. Kadoch Holdco’s shareholdings, among other things, in the Corporation; and

H. All capitalized terms not herein defined shall have the meanings ascribed to them in the USA.

NOW THEREFORE in consideration of the premises, mutual covenants and agreementscontained in this Addendum and other good and valuable consideration, the receipt andsufficiency of which is acknowledged by each of the Parties, the Parties covenant and agree eachwith the others as follows:

I. Addition of Dr. Bining Holdco and Dr. Kadoch Holdco as a Shareholder. The Parties hereby ratify, confirm and approve of the issuance of shares of the Corporation to Dr.

Shares2,375,000 Common Shares 2,375,000 Common Shares 2,375,000 Common Shares 2,375,000 Common Shares 4,384,615 Common Shares

487,180 Common Shares 487,180 Common Shares 487,179 Common Shares 2,923,077 Series A Preferred Shares 1,461,539 Series A Preferred Shares 1,461,539 Series B Preferred Shares


4

Bining Holdco and to Dr. Kadoch Holdco, subject to each of Dr. Bining Holdco and Dr. Kadoch Holdco agreeing to the terms of this Addendum. Each of Dr. Bining Holdco and Dr. Kadoch Holdco hereby agrees to be bound by the terms and conditions of the USA and to the terms of this Addendum. The Parties hereto, other than Dr. Bining Holdco, Dr. Bining, Dr. Kadoch Holdco and Dr. Kadoch ratify, confirm and approve each of Dr. Bining Holdco and Dr. Kadoch Holdco being entitled to the benefits of the USA applicable to such party, subject to Dr. Bining Holdco and Dr. Kadoch Holdco being bound to the terms and conditions therein contained.

For greater clarity, all references in the USA to a Preferred Shareholder shall also include Dr. Bining Holdco and Dr. Kadoch Holdco.

2. Directors. The Radiologists hereby agree to take all steps within their control to cause the Corporation to increase the number of directors on the board of directors to provide for the addition of one (1) director designated by the New Subscribers. For greater clarity, the Board of Directors shall consist of eight (8) directors as follows:

(a) four (4) Directors designated by the Radiologists which designees may include the Radiologists themselves;

(b) one (1) director designated by Element, for so long as the Corporation is indebted to Element in the principal amount of not less than S3,000,000 or Element holds not less than 5% of the Common Shares on an as-converted basis;

(c) one (1) Director designated jointly by Dr. Shuster MPC and Dr. Kisselgoff MPC, for so long as Dr. Shuster MPC and Dr. Kisselgoff MPC hold collectively not less than 5% of the Common Shares on an as-converted basis;

(d) one (1) Director designated by Resolute, for so long as Resolute holds collectively not less than 5% of the Common Shares on an as-converted basis; and

(e) one (1) Director designated by the New Subscribers, which designee may include any one New Subscriber or Principal thereof for so long as the New Subscribers hold collectively not less than 5% of the Common Shares on an as-converted basis.

The Radiologists have received an email from each of the other Shareholders indicating their approval of the provisions of this paragraph 2 and the Radiologists, on behalf of the Corporation, have instructed legal counsel to the Corporation to prepare and circulate for signature an amendment to the USA to give effect to the foregoing.

3. Radiologist Agreement. Each of the Radiologists, Dr. Bining Holdco and Dr. Kadoch Holdco hereby acknowledge and agree that Dr. Bining Holdco, Dr. Bining or a medicine professional corporation nominated by Dr. Bining Holdco and Dr. Kadoch Holdco, Dr. Kadoch or a medicine professional corporation nominated by Dr. Kadoch Holdco, as applicable, shall be entitled to enter into a Radiologist Agreement with the Corporation

5

and shall be entitled to the benefits of and be bound by the terms and conditions of Section 5.5(c) of the USA. Each of the Radiologists and Dr. Bining Holdco acknowledge that H.J.S. Bining Inc. entered into a Radiologist Agreement with the Corporation on the date hereof. For greater clarity, all references in Section 5.5(c) to a Resolute Radiologist is intended to include H.J.S. Bining Inc. and Dr. Laurence Kadoch Medicine Professional Corporation, as applicable.

4. Call Notice. With respect to a Call Notice delivered in accordance with the terms and conditions of Section 8 of the USA by either the Radiologists or a group of Shareholders comprising the Radiologists in respect of any Common Shares held by Dr. Bining Holdco and/or Dr. Kadoch Holdco, the term “Resolute” in section 8.4 of the USA shall be read to include Dr. Bining Holdco and/or Dr. Kadoch Holdco, as applicable and each of the Radiologists agree to take such steps and to take such actions as may be required to ensure that Dr. Bining Holdco and/or Dr. Kadoch Holdco, as applicable, are afforded such rights.

5. Class A Preferred Shares. Each of Dr. Bining Holdco and Dr. Kadoch Holdco shall have the option, exercisable upon notice to the Radiologists given at any time prior to the conversion of the Series A Preferred Shares into Common Shares, to sell all its Series A Preferred Shares to the Radiologists for a price per Series A Preferred Share for an aggregate purchase price of $1,000,000 plus interest at the Prime Bank Rate calculated from the date of issuance of the Series A Preferred Share to the date of notice provided by Dr. Bining Holdco or Dr. Kadoch Holdco, as applicable. The closing of such purchase and sale shall occur on the date that is six (6) months following the written notice to the Radiologists. The aggregate purchase price payable shall be paid in equal consecutive monthly installments over a period of up to two (2) years from the date of closing, together with interest on the principal balance from time to time outstanding at a rate per annum, calculated monthly, not in advance, both before and after default or judgment and as well after as before maturity, which is equal to the Prime Bank Rate plus three percent (3%), with interest on overdue interest at the same interest rate. Such interest shall be payable at the same times as payments of principal, the first of such installments of principal and interest to become due and payable one (1) month after the date of closing, with interest at the aforesaid rate computed from the date of closing. The Prime Bank Rate shall be determined on the date of closing and on each payment date thereafter to apply with respect to the balance of the purchase price outstanding in the period until the next payment date.

6. Amendment to USA. Each of the Radiologists and Dr. Bining Holdco and Dr. Bining hereto acknowledge and agree that the terms of this Agreement are not intended to constitute an amendment to the USA, but rather constitute an agreement amongst Dr. Bining Holdco and Dr. Bining, and the Radiologists in order to entice Dr. Bining Holdco and Dr. Bining to enter into the Subscription Agreement and to acquire an interest in the Corporation, and each of the Radiologists acknowledge and agree that they have received good and sufficient consideration for the covenants and agreements they are providing herein to entice Dr. Bining Holdco and Dr. Bining to enter into this Agreement and the Subscription Agreement. Each of the Radiologists and Dr. Kadoch Holdco and Dr.

6

Kadoch hereto acknowledge and agree that the terms of this Agreement are not intended to constitute an amendment to the USA, but rather constitute an agreement amongst Dr. Kadoch Holdco and Dr. Kadoch, and the Radiologists in furtherance of the subscription for Preferred Shares effected by Dr. Kadoch Holdco as of October 30, 2015, and each of the Radiologists acknowledge and agree that they have received good and sufficient consideration for the covenants and agreements they are providing herein.

7. Entire Agreement. This Agreement and the USA contains the entire agreement among the parties pertaining to the subject matter hereof, and supersedes and replaces all previous written and oral agreements among the parties with respect to the subject matter hereof.

8. Enurement. This Agreement shall enure to the benefit of and be binding upon the parties and their heirs, respective personal representatives, successors and assigns.

9. Further Assurances. Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

10. Governing Taw. This Agreement shall be governed and construed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties hereto hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.

11. Counternarts. This Agreement may be executed in as many counterparts and by electronic transmission as may be necessary and each of which so signed will be deemed to be an original and such counterparts and electronic transmissions together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date set forth above.

IN WITNESS WHEREOF the Parties have executed this Addendum on the day and year first above written:

EXECUTED by 2481668 ONTARIO INC. in the presence of:

) 2481668 ONTARIO INC.) Per:)

WitnessName: Dr. Jae K. Kim

7

SIGNED, SEALED, and DELIVERED by DR. JAE K. KIM in the presence of:

^ Me ft-—.

Witness ) DR. JAE K. Klftl

EXECUTED by 2481669 ONTARIOLTD. in the presence of:

) 2481669 ONTARIO LTD.) Per:))))

Witness ) Authorized SignatoryName: Dr. Gordon Cheung

SIGNED, SEALED, and DELIVERED by DR. GORDON CHEUNG in thepresence of:

)))))

Witness ) DR. GORDON CHEUNG

EXECUTED by 2464192 ONTARIOINC. in the presence of:

) 2464192 ONTARIO INC.) Per:))))

Witness ) Authorized SignatoryName: Dr. Deep Chatha

SIGNED, SEALED, and DELIVERED by DR. DEEP CHATHA in the presence of:

)))))

Witness ) DR. DEEP CHATHA

7

SIGNED, SEALED, and DELIVERED ) by DR. JAE K. KIM in the presence of: )

)))

_______________________________________ ) __________________Witness ) DR. JAE K. KIM

EXECUTED by 2481669 ONTARIOLTD. in the presence of:

Witness

)))))))

2481669 ONTARIO LTD. Per:

Authorized Signatory Name: Dr. Gordon Cheung

SIGNED, SEALED, and DELIVERED by DR. GORDON CHEUNG in the presence of:

JWitness

)

))))))

EXECUTED by 2464192 ONTARIO ) 2464192 ONTARIO INC.INC. in the presence of: ) Per:

)))

_______________________________________ ) __________________________Witness ) Authorized Signatory

Name: Dr. Deep Chatha

)))))) _________________________

Witness ) DR. DEEP CHATHA


7

SIGNED, SEALED, and DELIVERED by DR. JAE K. KIM in the presence of:

Witness

EXECUTED by 2481669 ONTARIO LTD. in the presence of:

Witness

SIGNED, SEALED, and DELIVERED by DR. GORDON CHEUNG in the presence of:

Witness


^ Me. ft-—.

Witness

)))))) _________________) DR. JAE K. KIM

) 2481669 ONTARIO LTD.) Per:)))) _________________________) Authorized Signatory

Name: Dr. Gordon Cheung

)))))) __________________________) DR. GORDON CHEUNG

) 2464192 ONTARIO INC.) Per:

Name: Dr. Deep Chatha


Witness DR. DEEP CHATHA

8

EXECUTED by D GILL HOLDING INC. in the presence of:

^41* ft-Witness

D GILL HOLDING INC.Per:

Authorized Signatory Name: Dr. Davinder Gill

SIGNED, SEALED, and DELIVERED by DR. DAVINDER GILL in the presence of:

^ Me. /I

Witness DR. DAVINDER GILL

EXECUTED by 1054020 B.C. LTD. in the presence of:

1054020 B.C. LTD.Per:

Witness Authorized SignatoryName: Dr. Harjinder John Singh Bining

SIGNED, SEALED, and DELIVERED by DR. HARJINDER JOHN SINGH BINING in the presence of:

Witness

))) ____________________________________) DR. HARJINDER JOHN SINGH BINING

EXECUTED by 2487507 ONTARIO ) 2487507 ONTARIO INC.INC. in the presence of: ) Per:

)))

___________________________________ ) _________________________Witness ) Authorized Signatory

Name: Dr. Laurence Kadoch

8

EXECUTED by D. GILL HOLDING )INC. in the presence of: )

)))

___________________________________ )Witness )

D. GILL HOLDING INC.Per:


SIGNED, SEALED, and DELIVERED ) by DR. DAVINDER GILL in the )presence of: )

))

________________________________ )Witness ) DR. DAVINDER GILL

EXECUTED by 1054020 B.C. LTD. in the presence of:

// WU______

Barrister & Solicitor Suite 1130, 400 Burrard Street

Vancouver, BC V6C 3A6 Tel: 604.681.5885

) 1054020 B.C. LTD.

Name: Dr. Harjinder John Singh Bining

SIGNED, SEALED, and DELIVERED by DR. HARJINDER JOHN SINGH BINING in the presence of:

. Barrister & Solicitor Suite 1130, 400 Burrard St

Vancouver, BC V6C 3A Tel: 604.681.5885


Witness

)))))))

)))))))

2487507 ONTARIO INC. Per:

Authorized Signatory Name: Dr. Laurence Kadoch

11/08/2015 11:03:05 AM -0500 PAGE 2 OF 3

EXECUTED by D. GILL HOLDING )INC. in the presence of: )

)))

_____________________________________ )Witness )

SIGNED, SEALED, and DELIVERED )by DR. DAVINDER GILL in the )presence of: )

))

___________________________________ )Witness )

EXECUTED by 1054020 B.C. LTD. in )the presence of: )

)))

_____________________________________ )Witness )

SIGNED, SEALED, and DELIVERED )by DR. HARJINDER JOHN SINGH )BINING in the presence of: )

))

_____________________________________ )Witness )

D. GILL HOLDING INC.Per:


DR. DAVINDER GILL

1054020 B.C. LTD.Per:

Authorized SignatoryName: Dr. Harjinder John Singh Bining

DR. HARJINDER JOHN SINGH BINING


________Witness

) 2487507 ONTARIO INC.) Per:))))) Authorized Signatory

Name: Dr. Laurence Kadoch

11/08/2015 11:03:05 AM -0500 PAGE 3 OF 3

SIGNED, SEALED, and DELIVERED ) by DR. LAURENCE KADOCH in the ) presence of: )

:2iTness

V/

DR. LAURENCE KADOCH

THIS IS EXHIBIT “E” TO THE AFFIDAVIT OF MAURICE MOFFETT




FINANCIAL STATEMENTS

For the year ended August 31, 2016

^MillardsChartered Professional Accountants

OXFORD ADVANCED IMAGING INC

For the year ended August 31, 2016

INDEX

Page

INDEPENDENT AUDITORS' REPORT 1

FINANCIAL STATEMENTS

Balance Sheet 2

Statement of Income and Retained Earnings 3

Statement of Cash Flows 4

Notes to the Financial Statements 5-10

PfiMillards“RRChartered Professional Accountants

P.O. Box 367, 96 Nelson Street Brantford, Ontario N3T 5N3 Telephone: (519)759-3511 Facsimile: (519)759-7961

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Oxford Advanced Imaging Inc.We have audited the accompanying financial statements of Oxford Advanced Imaging Inc., which comprise the balance sheet as at August 31, 2016 and the statements of income and retained earnings and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position of Oxford Advanced Imaging Inc. as at August 31, 2016 and the results of its operations and its cash flows for the year then ended, in accordance with Canadian accounting standards for private enterprises.

Other MatterThe prior year figures, provided for purposes of comparison, were not audited.

February 23, 2017 Brantford, Ontario

CHARTERED PROFESSIONAL ACCOUNTANTS Licensed Public Accountants

Millard, Bouse & Rosebrugh LLP Brantford • Hagersville • Simcoe • Delhi • Norwich • Tillsonburg • Port Dover

1


BALANCE SHEET

As at August 31 2016 2015(Unaudited)

ASSETSCurrent AssetsCash and and cash equivalents 2,270 3,748Accounts receivable 1,007,765 -

Prepaid expenses 128,309 3,300,000Advances to related parties (Note 2) 587,913 -Advances to shareholders (Note 7) 1,618,694 622,500

3,344,951 3,926,248Property, Plant and Equipment (Note 3) 2,445,795 193,180Intangible Asset (Note 4) 32,849,624 -

38,640,370 4,119,428

LIABILITIESCurrent LiabilitiesOperating loan (Note 5) 650,000 -Accounts payable 708,483 16,280Government remittances 1,222 -

Income taxes payable 41,572 -Current portion of long-term liabilities (Note 8) 2,616,038 -

4,017,315 16,280Long Term Liabilities (Note 8) 20,713,451 -Advances from Related Parties (Note 2) - 216,759

24,730,766 233,039

SHAREHOLDERS' EQUITYCapital Stock (Note 10) 12,050,006 4,300,004Retained Earnings 1,859,598 (413,615)

13,909,604 3,886,389

38,640,370 4,119,428

See accompanying notes 2


STATEMENT OF INCOME AND RETAINED EARNINGS

For the year ended August 31 2016 2015(Unaudited)

RevenueProfessional fees 5,266,799 ~Technical fees 5,382,111 -

Other income 11,493 -

10,660,403 -

ExpensesAdvertising and promotion 11,360 2,212Bad debts and collection costs 28,385 -

Building repairs and maintenance 9,235 -

Computer supplies and maintenance 98,826 4,060Direct physician costs (Note 12) 3,180,192 -Employee benefits 212,433 1,605Insurance 25,287 -

Interest and bank charges 180,931 217Interest on long term debt - 1,541Meals and entertainment 4,579 -

Office and general 155,719 6,725Professional fees 74,249 273,096Rent 214,900 1,061Salaries and wages 1,776,855 120,025Supplies and small medical equipment 615,427 3,027Telephone 50,656 46Travel 15,411 -

Utilities 100,037 -

6,754,482 413,615

Earnings Before Income Tax, Interest and Amortization 3,905,921 (413,615)Amortization 365,284 -

Interest on long term debt 1,225,852 -

Income Before Income Taxes 2,314,785 (413,615)Income Tax Provision (Note 11) 41,572 -

Net Income /(Loss) 2,273,213 (413,615)Deficit - Beginning of Year (413,615) -

Retained Earnings - End of Year 1,859,598 (413,615)


STATEMENT OF CASH FLOWS


For the year ended August 31 2016 2015(Unaudited)

Cash Flows From Operating ActivitiesNet IncomeCharges (credits) to income not involving cash

Amortization of property, plant and equipment

2,273,213

365,284

(413,615)

2,638,497 (413,615)

Changes in components of working capitaDecrease (Increase) in accounts receivableDecrease (Increase) in prepaid expensesIncrease (Decrease) in accounts payableIncrease (Decrease) in government remittancesIncrease (Decrease) in income taxes payable

(1,007,765)3,171,691

692,2031,222

41,572

(3,300,000)16,280

2,898,923 (3,283,720)

5,537,420 (3,697,335)

Cash Flows From Financing ActivitiesOperating loan and indebtednessNet advances from related companiesTerm loansCapital stock

650,000(804,672)

23,329,4897,750,002

216,759

4,300,004

30,924,819 4,516,763

Cash Flows From Investing ActivitiesPurchase of property, plant and equipmentIntangible assetsNet advances to/(from) shareholders

(2,617,899)(32,849,624)

(996,194)

(193,180)

(622,500)

(36,463,717) (815,680)

Net Decrease in Cash and Cash EquivalentsOpening Cash and Cash Equivalents

(1,478)3,748

3,748

Closing Cash and Cash Equivalents 2,270 3,748



NOTES TO THE FINANCIAL STATEMENTSFor the year ended August 31,2016

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises and are in accordance with Canadian generally accepted accounting principles.

(a)

(b)

(c)

(d)

(e)

0D

Use of EstimatesThe preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates.Property, Plant and EquipmentProperty, plant and equipment are stated at cost. Amortization is provided for in the accounts as follows:

Medical equipment Furniture and equipment Computer software Computer equipment Medical Equipment

20% declining balance 20% declining balance 30% declining balance 55% declining balance 40 years straight line

In the year of acquisition, amortization is provided for at one-half of the above rates. No amortization is provided for in the year of disposal.Intangible AssetThe intangible asset consists of licences and is recorded at cost. Amortization has not been taken.Revenue RecognitionRevenue on examinations is recognized in the month the examination is completed. Revenue received from funding contracts is recognized evenly over the course of the funding period.Income TaxesThe Company uses the income taxes payable method to account for income taxes.Cash and Cash EquivalentsCash and cash equivalents consist of cash on hand and cash on deposit net of cheques issued and outstanding.

ADVANCES TO/(FROM) RELATED PARTIES 2016 2015(Unaudited)

Advances to Oxford Medical Imaging 390,538 _

Advances to Oxford Partners Inc. 197,375 -

Advances to Related Parties 587,913 -

Advances from Oxford Medical Imaging . 34,976Advances from Oxford Partners Inc. - 181,783

Advances from Related Parties - 216,759

The related parties are related to the Company through common management. These advances are noninterest bearing and have no fixed terms of repayment. Related party transactions are described in note 12.

5



PROPERTY PLANTAND EQUIPMENT Cost

AccumulatedAmortization 2016 2015

(Unaudited)

Medical equipment 443,260 44,326 398,934 _

Furniture and equipment 9,869 987 8,882 -

Computer software 24,795 7,230 17,565 23,404Computer equipment 187,072 98,133 88,939 169,776Assets Under Capital Lease Medical Equipment 2,146,083 214,608 1,931,475 -

2,811,079 365,284 2,445,795 193,180

INTANGIBLE ASSET CostAccumulatedAmortization 2016 2015

(Unaudited)

Intangible AssetLicences 32,849,624 - 32,849,624

5. OPERATING LOAN

The operating loan is limited to $1,000,000 and secured by a general security agreement over the Company's assets, assignment of insurance, assignment of all shares, and limited guarantees from the Company's related parties. At year end, $350,000 of the operating loan was available to the Company.

Interest on operating loan is at the TD Canada Trust's prime rate plus 0.0%.

6. ACCOUNTS PAYABLE 2016 2015(Unaudited)

Amounts due to unrelated parties 518,777 16,280Amounts due to related parties 189,706 -

Total Accounts Payable 708,483 16,280

ADVANCES TO/FROM SHAREHOLDERS

The advances to directors and shareholders are non-interest bearing and have no fixed terms ofrepayment.

6



LONG TERM LIABILITIES 2016 2015(unaudited)

Prime rate TD Commercial loan repayable in monthly instalments of $184,524 plus interest, due October 1, 2022. The loan is secured by a General Security Agreement, assignment of interest, assignment of shares of the Company and limited guarantees in the amount of $4,000,000 from four shareholders and corporations controlled by the same four shareholders, 13,470,238Unamortized finance fees (84,016) -

13,386,222 -

10% Element Financial Corporation convertible debenture with interest only payments until September 30, 2017, blended monthly payments of $134,853 from October 31, 2017 until August 31,2022, followed by one payment of $4,500,000 September 30, 2022. Convertible to common shares at Element's option. 9,000,000

5.5% Element Financial Corporation Capital lease repayable in blended monthly instalments of $41,218, due November 1, 2020. 1,870,696 -

10,870,696 -

Unamortized finance fees (927,429) -

9,943,267 -

23,329,489 -

Current debt 2,616,038 -

Total long-term debt 20,713,451 -

The Company has a additional authorized credit facilities with Element Financial Corporation which expired on December 31, 2016.

The Element Financial Corporation capital loans are secured by guarantees by four shareholders and corporations controlled by the same four shareholders, right of first refusal on future capital requirements by the Company, assignment of insurance, general security agreement, and free and clear title to production equipment. Additionally, under the terms of the agreement with Element Financial there is a limitation on shareholder distributions until the loan is paid in full and a restriction that direct physician costs do not exceed 60% of fees billed by certain physicians.

7


NOTES TO THE FINANCIAL STATEMENTSFor the year ended August 31, 2016

8. LONG TERM LIABILITIES (continued)

Canadian accounting standards for private enterprise require that loans that the lender can require to be repaid on demand be classified as current liabilities. Management does not believe that the demand features of the callable debt will be exercised in the current period. Assuming payment of the callable debt is not demanded, the regular principal payments required on all debt for the next five years are due as follows:

2017 - 2,616,0382018 - 3,325,2152019 - 3,486,6162020 - 3,598,1882021 - 3,342,387

9. LONG TERM DEBT COVENANT

The TD loan includes normal covenants being the maintenance of certain financial ratios tested on a quarterly basis. As at year end, the Company was not in compliance with certain of these financial covenants. The bank has not indicated the actions it may take and management is working to rectify the covenant position. The contractual principal payments due on the loan may be accelerated at the bank's discretion.

8



10. CAPITAL STOCK 2016 2015(Unaudited)

Authorizedunlimited number of Series A preferred shares, voting. Series A preferred shares are issued for $0.6842 per share. Each share is convertible to one common share. Retractable at $0.6842 per share, bearing a non-cumulative dividend with the amount at the director's, discretion.

unlimited number of Series B preferred shares, voting. Series B preferred shares are issued for $0.6842 per share. Each share is convertible to one common share. Retractable at $0.6842 per share, bearing a non-cumulative dividend with the amount at the director's discretion.

unlimited number of Common shares

Issued6,942,325 Series A preferred shares 4,750,0002,923,078 Series B preferred shares 2,000,000

15,346,155 Common shares (2015 - 14,075,000) 5,300,006 4,300,004

12,050,006 4,300,004

During the year, the company issued 6,942,325 Series A preferred shares for total consideration of $4,750,000, 2,923,078 Series B preferred shares for total consideration of $2,000,000 and 1,271,155 Common shares for total consideration of $1,000,002.

11. INCOME TAXES PAYABLE 2016 2015(Unaudited)

The Company uses the taxes payable method for reporting income taxes. The corporation has a statutory tax rate of 15.17% (2015 - 15.50%). This amount is reconciled to the effective tax rate as follows:

Accounting income before income taxes 2,314,785 (413,615)

Tax at the applicable rate 351,076 (64,110)Tax effect of - accounting amortization 55,401 -

- non-capital losses (28,175) 28,793- capital cost allowance (55,401) -- cumulative eligible capital (282,524) -- non deductible professional fees - 35,317- other items/non-capital losses 1,195 -

Tax expense per financial statements 41,572 -

9



12. RELATED PARTY TRANSACTIONS 2016 2015(Unaudited)

The Company enters into transactions with Oxford Medical Imaging Inc and Oxford Partners Inc, companies related through common management and four medicine professional corporations with common ownership. These transactions are in the normal course of operations and are recorded at the exchange amount which is fair value. During the year the Company had the following transactions:

Companies related through common ownershipDirect physician costs 2,153,646

Company related through common managementInformation technology costs 17,794Professional fees 2,930Office and general 20,787Salaries and wages 149,286

2,344,443

13. FINANCIAL INSTRUMENTS

The significant financial risks to which the Company is exposed are interest rate risk, credit and credit concentration risk.

Interest Rate RiskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk relates to its floating bank rate indebtedness (see Note 5).

Credit RiskCredit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's exposure to credit risk relates to its accounts receivable. The risk of significant credit loss is considered remote.

Credit Concentration RiskThe Company is also subject to concentration risk in its account receivable. At year end over 95% of the Company's receivables were due from Ontario Health Insurance (OHIP).

14. COMPARATIVE FIGURES

Certain of the prior year's figures, provided for purposes of comparison, have been reclassified to conform with the current year's presentation.

15. ECONOMIC DEPENDENCE

Substantially all of the Company's revenue is earned from services provided that are paid by OHIP.

10

THIS IS EXHIBIT “F” TO THE AFFIDAVIT OF MAURICE MOFFETT



Windsor156 Ouellette Ave Suite 200 Windsor, ON, N9A 1A4 Telephone No.: (519) 945 2411 Fax No.: (519) 945 2442

April 7,2017

Oxford Advanced Imaging Inc.

4936 Yonge St Unit 239 Toronto, Ontario M2N 6S3

Attention: Dr. Jae Kim, Dr. Gordon Cheung, Dr. Dan Gill, Dr. Deep Chatha

Dear Sirs, ,

We'refer to the Letter'Agreement dated January 23,2015, as amended from time to time, (the "Agreement') signed by you in relation to the credit facilities (the "Facilities") granted to you by the bank.

Your Obligatipns under the Agreement include (but are hot limited to):

Financial Covenants:

a) Debt Service Coverage ratio (DSC) of not less than 1.20x to be maintained at all times. (Tested on a building basis in year 1 and rolling four quarter basis in year 2 and thereafter). Tested quarterly.

The DSC is calculated as follows:

(EBITDA - Cash Income Taxes - Unfunded Capital Expenditures* - Withdraws/Share redemptions/Dividends/Repayments of Shareholder/Related Parties) / (Princ(pa[ + Cash Paid Interest) ■ • ’

‘Unfunded Capital Expenditures defined as purchase of property, plant and equipment not financed by amortizing term debt.

Cash Paid Interest is defined as interest expense paid in cash during the test period.

EBITDA adjustments for acquisition closing costs may be permitted in Q1 of year 1.

Fiscal 2016 exclusion for up to $2,088,000 in withdrawals specifically related to the repayment of the $750,000 Level Group Loan and remaining $1,338,000 in Loans outstanding with RBC in the Radiologist Medicine Professional Corporations provided all-funds are sourced'from new Preferred Shares or Common Equity in the Borrower.

As at August 31,2016, DSC was 0.96x.

Positive Covenants:

a) Provide annual Audited financial statements for the Borrower and annual Notice to Reader financial statements for each Corporate Guarantor within 120 calendar days of each fiscal year end,Annual Notice to Reader financial statements for each Corporate Guarantor not yet received.

Corporate Guarantors consist of: 2464192 Ontario .Inc., 2481668 Ontario Inc,, 248^669 Ontario Ltd., D Gill Holdings Inc. ' ’ ■ ■

c) Provide annual capital expenditure budget and cash flow forecast within 120 calendar days of each fiscal year end,Due December 31,2016. Not yet received..

You are in default of the aforementioned Obligations and'the Bank does not waive compliance with these Obligations. Please be advised that the Bank preserves all rights and remedies under any and ail agreements and security provided in connection with the Facilities.

At this time, the Bank requires that you provide all currently outstanding financial reporting, along with additional Information and financial data in regards to your action plan to remedy the financial covenant default. Specifically, the Bank' requires-that you provide the below items, for the Bank's review, no later than April 28, 2017:

i) Business/Operations plan, to consist of a summary of undertaken and proposed Initiatives with proposal to . cure the existing financial covenant default

ii) Financial Projections, to consist of Balance Sheet; Income Statement and Cashflow forecasts projecting to August 2018

iii) ’ Notice to Reader 2016 fiscal year end annual financial statements for 2464192 Ontario Inc., 2481668Ontario Inc., 2481669 Ontario Ltd., and D Gill Holdings Inc.

Please be advised that the Bank’s willingness to give you .until April 28, 2017 to provide the required financial reporting and action plan to remedy the financial covenant default shall not prevent the Bank from exercising all or any of its rights or remedies consequent upon default ofthese Obligations.

We would be pleased to discuss the aforementioned with you at your convenience. Please direct any queries or comments to the writer.

Yours truly,-

THE TORONTO-DOWIINION BANK

rVt I leymme 1BenN^rd1

Unship Manager

CC: Mr. Stephen D. Rotz,Element Financial Corporation

(Lou jDj-.Ptetro 'Manager, Commercial Credit

2

THIS IS EXHIBIT “G” TO THE AFFIDAVIT OF MAURICE MOFFETT



m/i WILSON VUKEUCH llp

BARRISTERS AND SOLICITORS

SO Columbia Way, Suite 710 Markham, ON, Canada L3R 0C9

(905)940-8700 Fax: (905)940-8785 Toll Free: 1-866-508-8700

www.wvllp.ca

Direct Dial: Toll Free: Assistant: E-Mail: File:

(905) 944-2952 1-866-508-8700 ext. 2395 (905) 944-2954ccaruana@wi Ison vukel ich. com 50-1772

May 3, 2017

VIA REGISTERED MAILand ELECTRONIC MAIL TO [email protected]

Oxford Advanced Imaging Inc.4936 Yonge Street, Unit 239 Toronto, Ontario M2N 6S3

Attention: Dr. Gordon Cheung, Dr. Jae K. Kim, Dr. Deep Chatha and Dr. Davinder Gill

Dear Sirs:

Re: Credit Agreement dated September 25, 2015 among Oxford Advanced Imaging Inc.,Dr. Gordon Cheung, Dr. Jae K. Kim, Dr. Deep Chatha, Dr. Davinder Gill and Element Financial Corporation (the “Credit Agreement”).

We are the solicitors for ECN Financial Inc. (formerly Element Financial Corporation).

Default Notice from the Toronto-Dominion Bank

Our client has been provided with a copy of a notification of default to Oxford Advanced Imaging Inc. (“Oxford”) from the Toronto-Dominion Bank (the “Bank”) dated April 7, 2017. For your convenience, a copy of this notification is enclosed.

You will recall that paragraph 10.01(d) provides that in the event that Oxford is in default of any “term, condition, covenant, agreement, representation or warranty contained in any other agreement for borrowed money with any other lender”, that default similarly triggers an Event of Default under the Credit Agreement. As such, the default in the credit facilities with the Bank constitutes a default under the Credit Agreement.

http://www.wvllp.ca


2.

Disputes Among Shareholders

Our client has also been copied on correspondence via electronic mail among the shareholders of Oxford which can be summarized as including the following matters:

a) Attempts have been made to sell Oxford and, to some extent, interested purchasers have been found;

b) Some of the shareholders have objected to the sale of Oxford and the corporate proceedings that had been scheduled to give effect to that sale with the result that, at a minimum, the shareholders meeting originally scheduled for April 27, 2017 did not occur;

c) It appears to not be in dispute by the shareholders that Oxford will not be in a position to make its principal repayments to ECN Financial Inc. under the Credit Agreement and that Oxford is presently in a precarious financial position;

d) By electronic mail message sent earlier today, counsel for one of the shareholders has not only alleged that oppressive conduct has occurred by Oxford with respect to that shareholder but has also suggested that the Credit Agreement itself is somehow improper.

In light of the foregoing factors, among others, ECN Financial Inc. has concluded that a Material Adverse Change (as defined in the Credit Agreement) has occurred and this, on its own, also constitutes an Event of Default pursuant to paragraph 10.01(p) of the Credit Agreement.

Formal Notice of Default

We are writing to formally notify you, on behalf of ECN Financial Inc., that the Credit Agreement is now in default due to the default in the Bank credit facilities and the occurrence of a Material Adverse Change.

At the present time, ECN Financial Inc. is preparing to take all such steps as may be necessary to protect its position and to ensure repayment of all amounts outstanding pursuant to the Credit Agreement. Such steps may include:

a) Requiring the sale of 27.5% of the Common Shares of Oxford Advanced Imaging Inc. by the Corporate Guarantors in accordance with Section 10.02 of the Credit Agreement;

b) Formally notifying Oxford Advanced Imaging Inc. that all obligations under the Credit Agreement are immediately due and payable;

c) Commencing enforcement proceedings to seize and sell the collateral provided as security for the indebtedness; and

d) Commencing legal action to ensure full repayment of the indebtedness owing to ECN Financial Inc.

3.

If these defaults are not remedied by Friday May 19, 2017, then ECN Financial Inc., in conjunction with the Bank, will take all such steps as ECN Financial Inc. deems necessary and appropriate to protect and/or enforce its rights and remedies afforded under the Credit Agreement and the security provided for the indebtedness.

You will recall that two existing credit accounts are in place pursuant to the Credit Agreement. For your information, the amount of the indebtedness of Oxford Advanced Imaging Inc. under both of those accounts as of May 1, 2017 is:

A. Account BA050902A-001

Principal Balance as at May 1,2017 $ 1,571,492.18Per Diem $240.09

Legal Fees incurred to date $2.000.00TOTAL as at May 1,2017 $1,573,492.18

B. Account BAOS0902A-002

Principal Balance as at May 1,2017 $9,002,416.30Per Diem $2,499.48

Legal Fees incurred to date $2.000.00TOTAL as at May 1, 2017 $9,004,416.30

The total indebtedness on both accounts as of May 1, 2017 is therefore $10,577,908.48.

Kindly govern yourself accordingly.

ECN FINANCIAL INC.(formerly Element Financial Corporation) by its authorized Solicitors WILSON VUKELICH LLP -

Per: • _( ..ChHitopher A.L. Caruana

'bK'L--'-"T-

Enclosure

cc. Ronald J. McKenna, Esq. (via e-mail to [email protected])

WV 1446605.1


THIS IS EXHIBIT “H” TO THE AFFIDAVIT OF MAURICE MOFFETT



A1RD BERLIs]

O. Robb English Direct: 416.865.4748


June 29, 2017

VIA REGISTERED AND ORDINARY MAIL

PRIVATE & CONFIDENTIAL

To be opened by Addressee Only

Oxford Advanced Imaging Inc.4936 Yonge Street, Suite 239 Toronto, ON M2N 6S3

Attention: Jae K. KimPresident

Dear Sir:

Re: The Toronto-Dominion Bank (“TD Bank”) Loans to Oxford AdvancedImaging Inc. (“Oxford”)

Take notice that Oxford is indebted to our client, TD Bank, for the following sums for principal and interest as at June 29, 2017:

FACILITIES PRINCIPAL INTEREST TOTAL P + 1 INTEREST RATE/PER DIEM

Operating Line BCRS $0 $0 $0 Prime + 0

Term Loan $11,809,523.80 $6,988.65 $11,816,512.45 $873.58

Business Visa $110,000.00 $110,000.00 Standard Visa Rate

Total (CAD) $11,926,512.45

Events of Default have occurred under the loan agreements including both breaches of the terms of the loan agreement and by reason of there being material adverse changes to the operations and business prospects of the borrower.

On behalf of our client, TD Bank, we hereby make formal demand for payment of the indebtedness of the loan facilities recited above. We hereby require you to pay to our client, TD Bank, the sum of $11,926,512.45, representing the total of the above sums together with accrued interest thereon, forthwith.

Should payment not be received forthwith, we shall take whatever action is deemed necessary to recover our client's funds, plus accrued interest.

We also enclose herewith a Notice of Intention to Enforce Security pursuant to the Bankruptcy and Insolvency Act, subsection 244(1).

’1 Ail’d & Berlis LLP Brookfield Place, 181 Bay Street, Suite 1800, Toronto, Canada M5J 2T9 1 416.86S.1500 r 416.863,ISIS airdberlis.com


June 29, 2017 Page 2

Please govern yourself accordingly.

Yours very truly,

AIRD & BERLIS LLP

AIRD BERLIS j

THIS IS EXHIBIT “I” TO THE AFFIDAVIT OF MAURICE MOFFETT



NOTICE OF INTENTION TO ENFORCE SECURITY (Bankruptcy and Insolvency Act, Subsection 244(1))

By Registered and Ordinary Post

TO: Oxford Advanced Imaging Inc.4936 Yonge Street, Suite 239Toronto, ON M2N 6S3

an insolvent company/personTAKE NOTICE that:

1. The Toronto-Dominion Bank a secured creditor, intends to enforce its security on the property of the insolvent company/person described below:

(a) all of the undertaking, property and assets of Oxford Advanced Imaging Inc., including, without limiting the generality of the foregoing, all of the intangibles, proceeds, books and records, equipment, inventory and real estate;

2. The security that is to be enforced is in the form of:

(a) a General Security Agreement, dated September 30, 2015, and registered pursuant to The Personal Property Security Act (Ontario) on July 21, 2015 pursuant to Financing Statement No.:20150721 1137 1590 0160;

3. The total amount of indebtedness secured by the security is set out below:

FACILITIES PRINCIPAL INTEREST TOTAL P + I INTEREST RATE/PER DIEM

Operating Line BCRS Prime + 0

Term Loan $11,809,523.80 $6,988.65 $11,816,512.45 $873.58

Business Visa $110,000.00 $110,000.00 Standard Visa Rate

Total (CAD) $11,926,512.45

4. The secured party will not have the right to enforce the security until after the expiry of the ten (10) day period following the sending of this notice, unless the insolvent company/person consents to an earlier enforcement.

DATED at Toronto this 29th day of June, 2017.The Toronto-Dominion Bank, by its solicitors, Aird & Berlis LLP

Toronto, Ontario, M5J 2T9 Tel: (416) 863-1500 Fax: (416) 863-1515

Note: This Notice is given for precautionary purposes only and there is noacknowledgement that any person to whom this Notice is delivered is insolvent, or that the provisions of the Bankruptcy and Insolvency Act apply to the enforcement of this security.

29759281.1

THIS IS EXHIBIT “J” TO THE AFFIDAVIT OF MAURICE MOFFETT



General Security Agreement

TO: The Toronto-Dominion Bask (the "Bank")

Branch of the Bank: • i at-t-p kve., Windsor, OW-, N9A lA4t Branch' #3880

Granted By:OXFORD ADVANCED IMAGING INC. ■

. (the "Grantor")

For good and valuable consideration, die receipt and sufficiency of which is hereby acknowledged, the Grantor agrees with the Bank as follows:

1. Security Interest

The Grantor hereby grants to the Bank a security interest in, and assigns (other than with respect to hade-marks), mortgages, charges and pledges (collectively, the "Security Interest") to the Bank, all property of the Grantor, including all present and after acquired personal property and all other property, assets and undertaking of the land hereinafter described below, in which the Grantor now has, or hereafter acquires, any right, title or interest, and accretions and accessions thereto (collectively called the "Collateral"):

(a) Intangibles. All intangible property not otherwise described in this Section 1, including all contractual rights and insurance claims, options, permits, licences, quotas, subsidies, franchises, orders, judgments, patents, trademarks, trade names, trade secrets and know-bow, inventions, goodwill, copyrights and other intellectual property of the Grantor, including any right or licence to use intellectual properly belonging to a third party together with any specified collateral described in Schedule "A" hereto (collectively called "Intangibles");

(b) Chattel Paper and Docaments of Title. All chattel paper and all warehouse receipts, bills of lading and other documents of title, whether negotiable or not;

(c) Deposits and Credit Balances. Alimonies andcredit balances, including interest due (hereon, which are now or may hereafter from time to time be on deposit with or standing to the credit of fire Grantor with the Bank or any other bank, financial institution or other Person;

(d) Books and Records. AIL deeds, documents, writings, papers, books of account and other books and records in any form, electronic or otherwise, relating to or evidencing any of the Collateral;

(e) Accounts and Book Debts. All debts, accounts, claims and ohoses in action for moneys now dueor owing or accruing due or which may hereafter become due or owing to the Grantor, including claims against the Crown in right of Canada or of any province, moneys which may become payable under any policy of insurance (collectively called "Accounts and Book Debts"), together with all contracts, securities, bills, notes, lien notes, judgments, mortgages, letters of credit and advices of credit, and all other rights, benefits and documents which are now or which may betaken, vested in or held by the Grantor in respect of or as security for the Accounts and Book Debts or any part thereof, and the . full benefit and advantage thereof and all rights of actions, claims or demands which file Grantor now has or may hereafter have in respect of the foregoing;

(f) Equipment All tools, machinery, apparatus, equipment, vehicles, fumrture, plants, fixtures, and other tangible personal property, other than Inventory, wherever situate, including the assets, if any, described in Schedule "A" hereto (collectively called "Equipment");

(g) Inventory.- All goods forming the inventory of file Grantor, of whatever kind and wherever located, whether raw material, work in process or finished goods held for sale, lease or resale, or famished or to be furnished under contracts for service or used or consumed m file business of the Grantor, goods used in or procured for packing or packaging, timber cut or to be cut; oil, gas arid minerals.extracted or to be extracted, all livestock and the young thereof after conception and all crops which become such within one year after the date of execution of this Agreement (collectively called 'Tnventoiy'1);

\

(h) Instruments. All bills, notes, cheques, letters of credit and other instruments, whether negotiable or not (collectively called "Instruments");

(0 Securities. All shares, stocks, warrants, options, bonds, debentures, debenture stock and all other securities and investment property of any kind and all instruments, whether negotiable or non-negotiable, and interest thereon and dividends, whether in shares, money or property, received or receivable upon or in respect of any securities and other investment property.and all money or other property paid or payable on account of any return on, or repayment of, capital in respect of any securities or otherwise distributed or distributable in respect thereof or that will in any wry be charged to, or be payable out of or in respect of, the capital of the issuer of the securities (collectively called "Securities'1);

0 Rea! Property. All real and immovable property, both freehold and leasehold, together with all buildings' and fixtures (collectively called "Real Property"), and all rights under any lease or agreement relating to Real Property;

Page lot 12 312426 (0215)

<k) Proceeds. All proceeds of die property described above, including any property in any form derived directly or indirectly from any use ordealing •with the property described above or the proceeds therefrom or that indemnifies or compensates for damage or loss to such property or

n' the proceeds therefrom, including the money held in banks, financial institutions or any other Person (collectively called "Proceeds”);

provided that (Q the Security Interest does not and will not extend to, and the Collateral will not include, any agreement, lease, right franchise, licence or permit (the "contractual rights") to which the Grantor is a party or of which the Grantor has the benefit to the extent that the Security Interest would permit any person to terminate the contractual rights unless the consent of one or more Persons has been obtained and until such consent has been obtained, which the Grantor agrees it will use commercially reasonable efforts to obtain if requested by the Bank, the Grantor agrees to hold its interest therein in trust for the Bank, and notwithstanding the foregoing, contractual rights' shall not include any account or chattel paper; and (H) with respect to Real Property, (A) the Security Interest granted hereby is constituted by way of a floating charge, but will become a fixed charge upon the earlier of the Obligations becoming immediately payable, and the occurrence of any other event that by operation of law would result in such floating charge becoming a fixed charge; and (B) the assignment, mortgage and charge granted hereby will not extend to the last day of the term of any lease or agreement relating to Real Property, but the Grantor will hold such last day in trust for the Bank and, upon the enforcement by tire Bank of its Security Interest, will assign such last day as directed by the Bank.

2. Obligations Secured

The Security Interest secures the payment and performance of all present and future obligations of the Grantor to the Bank, including all debts and liabilities, direct or indirect, absolute or contingent, matured or not, wheresoever and howsoever incurred, whether incurred before, at fire time of, or after the execution of this Agreement, whether the indebtedness and liability is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again, whether arising from dealings between the Bank and the Grantor or from other dealings or proceedings by which the Bank may he or become in any manner whatsoever a creditor of tire Grantor, and in any currency, whether incurred by the Grantor alone or with another or others and whether as a principal or surety, including all interest thereon and all amounts owed by the Grantor under this Agreement for foes, costs and expenses and in respect of indemnities granted under this Agreement (collectively called the "Obligations").

3. Definitions

(a) Any word or term that is not otherwise defined in this Agreement shall have the meaning given to it in the Personal Property Security Act ofthe province in which the Branch of the Bank is located, as amended from time to time, and being referred to in this Agreement as the "PPSA". Any reference herein to "Collateral" shall, unless foe context requites otherwise, be deemed to be a reference to "Collateral or any part

(b) The following terms shall have foe respective meanings set out below:

"Branch rtf the Bank” means the branch offoe Bank located at foe address specified above.

"Business Day" mean s any day other than a Saturday, Sunday or statutory holiday in the province in which foe Branch of foe Bank is located.

"Control Agreement" means:(a) With respect to any uncertificated security, an agreement between foe issuer of such uncertificated security and any Person whereby such

issuer agrees to comply with instructions that are originated by such Person in respect of such uncertificated security, without foe further consent of foe Grantor; and

(b) with respect to any securities account or security entitlement, an agreement between foe securities intermediary which maintains foe particular securities account to which secority entitlements included in foe Collateral relate and any Person whereby such securities intermediary agrees to comply with any entitlement orders with respect to such securities accounts or security entitlements that are originated by such Person, without the further consent of the Grantor.

"Person " means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm,' association, co-operative, estate,government, government agency, regulatory authority, trust, or any entity of any nature.

4. Representations & Warranties

The Grantor hereby represents and warrants with foe Bank and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that:

(a) Location of Head Office. The address of foe Grantor's chief executive office and foe office where it keeps its records respecting {he Accountsand Book Debts (foe "Head Office”) is set out below foe name of the Grantor on tire signature page of fids Agreement;

• '':jy

Page 2 of 12

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(b) Location of Collateral The Collateral which is goods is or will be located at the address set out on die signature page of this Agreement or at the locations specified in Schedule "A" hereto or such other locations as have been agreed to by die Bank in writing, except for (0 goods in transit to such locations and (ii) Inventory on lease or consignment, but including ail fixtures, crops, oil, gas or other minerals to be extracted and all timber to be cut which foims part of the Collateral'

(c) Collateral Free and Clear. The Collateral (other than Real Property) is the sole property of the Grantor free and clear of all security interests, liens, charges, mortgages, hypothecs, leases, licenses, infringements by third parties, encumbrances, statutory liens or trusts, other adverse claims or interests, or any rights of others, except for those security interests which are expressly approved by the Bank in writing prior to their creation or assumption;

(d) Amount of Accounts. Each Account and Book Debt, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the parly obligated to pay die same (the "Account Debtor") and the amount represented by the Grantor to the Bank from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount unconditionally owing by such Account Debtor or Account Debtors, and no Account Debtor will have any defence, set-ofl claim or counterclaim against the Grantor which can be asserted against the Bank, whether in any proceeding to enforce Collateral or otherwise;

(e) Status and Binding Obligation, Tie Grantor (Q if a corporation or company, has been duly incorporated, amalgamated or continued, as the case may be, and is validly existing as a corporation or company, as the case may be, under the laws of its jurisdiction of incorporation, amalgamation or continuance, as die case may be, (ii) if not a corporation or company, has been duly created or established as a partnership, limited partnership or other entity and validly .exists under die laws ofthe jurisdiction-in which it has been created or established, and (iii) is duly qualified to cany on business and own property in each jurisdiction where it carries on business or where any of its property is located. The Grantor has adequate power, capacity and authority to cany on its business, own property, borrow monies and enter into agreements therefor, execute and deliver this Agreement, and perform its obligations under this Agreement, which Agreement constitutes a legally valid and binding obligation ofthe Grantor enforceable in accordance with its terms. The making of this Agreement will not result in the.breach of, constitute a default under, contravene any provision of or result in the creation of, any lien, charge, security interest, encumbrance or any other lights of others upon any property of the Grantor pursuant to any agreement, indenture or other instrument to which the Grantor is a party or by

. which the Grantor or any of its property may be bound or affected; and

(f) Intellectual Property. Ail intellectual property applications and registrations are valid, subsisting, unexpired, enforceable, in good standing and have not been abandoned and file Grantor is the owner of file applications and registrations.

Covenants

The Grantor covenants and agrees with the Bank that:

(a) Place of Business and Location of Collateral The Grantor shall not change its name or the location of its Head Office, amalgamate with any other Person, or move any of the Collateral from the address set out on the signature page of this Agreement or the locations specified in Schedule "A" hereto other than in accordance with clause 5(g), without the prior written consent of the Bank;

(b) Notification. The Grantor shall notify the Bank promptly o£ (i) any change in the information contained herein or in Schedule "A" hereto relating to the Grantor, the Grantor's business or Collateral (ii)the details of any significant acquisition of Collateral; (iii) the details of any claims or litigation affecting the Grantor or the Collateral and will furnish the Bank with copies ofthe details of such claims or litigation; (iv) any loss or damage to Collateral or any material adverse change in the value of Collateral; and (v) any default by any Account Debtor in payment or other performance of its obligations with respect to Collateral

(c) Performance of Obligations. The Grantor shall observe and perform all its obligations under all material leases, licenses, undertakings and agreements to which it is a party, obtain and preserve its rights, powers! licences, privileges, franchises and goodwill thereunder, and comply with all applicable laws, by-laws, rules, regulations and ordinances in a proper and efficient manner so as to preserve and protect the Collateral and the business and undertaking of the'Grantor in all material respects. The Grantor shall also pay all rents, taxes, rates, levies, assessments and government fees or dues levied,' assessed or imposed in respect ofthe Collateral and other charges or any part thereof as and when the same become doe and payable, and shall provide to the Bank, when requested, the receipts and vouchers evidencing payment;

(d) Limitations on Discounts, Extensions of Accounts and Compromises. The Grantor shall not grant any extension of time far payment of any Accounts or Book Debts, or compromise, compound or settle any Accounts or Book Debts for less than the full amount, or release, wholly or partially, any Person liable for the payment of any Accounts or Book Debts, or allow any credit or discount of any Account or Book Debt; other than in the ordinary course of business of the Grantor and consistent with industry practices;

Page 3 of 12

(e) Payment of Fees and Expenses. The Grantor will pay the Bank on demand all costs, fees and expenses (indnding legal fees on a solicitor and his own client basis) incurred by the Bank in the preparation, execution, registration and perfection of this Agreement and the carrying out of any of the provisions of tins Agreement, including, protecting and preserving the Security Interest and enforcing by legal process or otherwise the remedies provided herein. All such costs and exprases payable by the Grantor to the Bank shall bear interest fiom time to time at the highest interest rate then applicable to any of the Obligations, calculated and compounded monthly, and shall be added to and form part of the Obligations secured hereunder;

CQ Maintenance and Protection of Collateral/No Fixtures'.'The Grantor shall care for, protect and preserve the Collateral and not permit its value to be impaired and will not permit the Collateral to be affixed to real or personal property so as to become a fixture or accession without the prior written consent of tire Bank. The Grantor shall keep the Collateral in good order, condition and-repair and shall not use the Collateral in violation of the provisions of tins Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by-law, rule, regulation or ordinance. The Grantor will keep all licences, permits, agreements, registrations and applications relating to intellectual properly used by Grantor in its business in good standing, unless otherwise agreed to in writing by the Bank. The Grantor shall apply to register all existing and fixture copyrights, trade-marks, patents, integrated circuit topographies end industrial designs whenever it is commercially reasonable to do so. The Grantor shall defend title to the Collateral against ail claims and demands of all other Persons claiming the same or art interest therein and shall diligently initiate and prosecute legal action against every Person who infringes upon the Grantor’s rights in intellectual property;

(g) Dealing with Collateral (i) The Grantor will not sell lease, transfer, assign, deliver or otherwise dispose of tire Collateral or any interesttherein without the prior written consent of the Bank, except that the Grantor may, until an event of default as hereinafter provided occurs, deal with any Inventory or Real Property (other than fixtures financed by the Back and any replacements or substitutions therefor) in the ordinary course of business so that tire purchaser thereof takes title thereto free apd clear of the Security Interest; (ii) All Proceeds shaQ continue to be subject to the Security Interest, granted hereby and all money received by the Grantor as Proceeds, other than from the sale of Inventory, shall be received as trustee for the Bank and shall be held separate and apart from other money of the Grantor, and shall be paid over to the Bank upon request; (iri) All money collected or received by the Bank in respect of the Collateral may he applied on account of such parts of the Obligations as the Bank in its sole discretion determines, or may be held unappropriated in a collateral account, or in the discretion of the Bank may be released to the Grantor, all without prejudice to the Bank's rights against the Grantor, (iv) Before an event of default occurs hereunder, - the Bank may give notice of this Agreement and tire Security Interest to any Account Debtor who is obligated to the Grantor under any of the Accounts and Book Debts and, after the occurrence of an event of default hereunder, may give notice to any such Account Debtor to make all further payments to the Bank, and any payment or other Proceeds received by the Grantor from an Account Debtor after an event of default

• whether before or after any notice is given by the Bank, shall be held by the Grantor in trust for the Bank and paid over to the Bank on request The Bank shall have the right at any time and from time to time to verify the existence and state of the Collateral in any manner the Bank may consider appropriate and the Grantor agrees to furnish all assistance and information and to perform all such acts as the Bank may reasonably request in connection therewith and for such purpose to grant to the Bank or its agents access to all places where Collateral may be located and to all premises occupied by the Grantor;

(b) Maintenance of Records. The Grantor will keep proper hooks of account in accordance with sound accounting practice and mark any and allsuch records and the Collateral at the Bank's request so as to indicate the Security Interest The Grantor shall furnish to the Bank such financial information and statements and such information and statements relating to the Collateral as the Bank may from time to time require and shall permit the Bank or its agents at any time at tile expense of the Grantor to examine the books of account and other financial records and reports relating to the Collateral and to make copies thereof and take extracts therefrom and to make inquiries of third parties for the purpose of verification of such information. The Grantor authorizes any Person holding any Books and Records to make them available, in a readable form, upon the request of the Bank. The Grantor will deliver to the Bank any Documents of Title, Instruments, Securities and Chattel Paper constituting, representing or relating to Collateral;

(i) Negative Pledge. The Grantor will not create, incur, assume or suffer to exist, any mortgage, deed of trust, pledge, lien, security interest,assignment, charge, hypothec, encumbrance or statutory lien or trost (including any conditional sale; or other title retention agreement or finance lease) of any nature, on any of the Collateral (other than Real Properly, but not including any fixtures financed by the Bank and any ' replacements or substitutions therefor) ivithout the express prior written consent of fee Bank;

0) Insurance. The Grantor will keep the Collateral insured under policies with such coverage, for such amounts and with such insurers as aresatisfactory to the Bank from time to time, with loss thereunder, payable to the Bark and shall furnish the Bank with a copy of any policy of insurance, certificate of insurance or other evidence satisfactory to the Bank that such insurance coverage is in effect; -

(k) Further Assurances. The Grantor will from time to time forthwith, at the expense of the Grantor, duly authorize, execute and deliver suchfurther instruments and documents, and lake such further action, as the Bank may request for the purpose of obtaining or preserving the benefits ofi and fee rights and powers granted by, this Agreement (including the filing of any'financing statements or financing change statements under any applicable legislation with respect to fee Collateral) and for tire purpose of correcting any deficiencies or clerical errors in tins Agreement; and

(1) Landlord Agreement. The Grantor will, at the request of the Bank, obtain a written agreement from each landlord of premises where any of the Collateral is located, in favour of die Bank and in form and substance satisfactory to the Bank, whereby such landlord agrees to give notice to the Bank of any default by the Grantor under the lease and a reasonable opportunity to cure such'default prior to the exercise of any remedies by the landlord and acknowledges the Security Interest created by this Agreement and the right of the Bank to enforce the Security Interest created by this Agreement in priority to any claim of such landlord, including the right of the landlord to distrain on the Collateral for arrears of rent

Survival of Representations and Warranties and Covenants

All agreements, representations, warranties and covenants made by the Grantor hr this Agreement are material, will be considered to have been relied on by the Bank and will survive the execution and delivery of this Agreement or any investigation made at any timie by or on behalf of the Bank and

any disposition or payment of the Obligations unti] the indefeasible repayment and performance is frill ofthe Obligations.

Performance of Covenants by The Bank

(a) The Bank may, in its sole discretion and upon notice to the Grantor, perform any covenant of the Grantor under this Agreement that the Grantor fails to perform including any covenant the performance of which requires the payment of money, provided that the Bank will not be obligated to perform such covenant on behalf of the Grantor. The performance by foe Bank of any such covenant shall not oblige foe Bank to continue to perform any such covenant or other covenants nor relieve foe Grantor from any default or derogate from foe rights and remedies of foe Bank under this Agreement The Grantor agrees to indemnity and to reimburse the Bank for all costs and expenses incurred by foe Bank in connection with the performance by it of any such covenant, and all such costs and expenses shall be payable by foe Grantor to the Bank on demand, shall bear interest at foe highest rate per annum applicable to any of foe Obligations, calculated and compounded monthly, and shall be added to and form part of foe Obligations.

(b) In holding any Collateral, the Bank and any agent or nominee on its behalf is only bound to exercise the same degree of care as it would exercise with respect to similar property of its own or of similar value held in foe same or similar location. The Bank and any agent or nominee on its behalf will be deemed to have exercised reasonable care with respect to foe custody and preservation of foe Collateral if it takes such action for that purpose as foe Grantor reasonably requests in writing, but failure of foe Bank or its nominees to comply with any such request will not of itself be deemed a failure to exercise reasonable care.

Securities, Investment Property

If Collateral at any time includes Securities, foe Grantor authorizes foe Bank to transfer all or any of such Securities into its own name or that of its . nomince(s) so that the Bank or its nominee(s) may appear on record as foe sole owner thereof; provided that, until default the Bank shall deliver promptly to foe Grantor all notices or other communications received by it or its normnee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof shall issue to foe Grantor or its order a proxy to vote and take all action with respect to such Securities. After default, the Grantor waives all rights to receive any notices or communications received by foe Bank or its nominee(s) as such registered owner and agrees that no proxy issued by foe Bank to foe Grantor or its order as aforesaid shall thereafter be effective.

Where any Investment Property is held in or credited to an account that has been established with a securities intermediary, foe Bank may, at any time give a notice of exclusive control to any such securities intermediary with respect to such Investment Property.

The Grantor has not consented to and covenants that it will not consent to, foe entering into of a Control Agreement by: (a) any issuer of any uncertificated securities included in or relating to foe Collateral; or (b) any securities intermediary for any securities accounts or security entitlements included in or relating to the Collateral, other than, in either case, a Control Agreement to which foe Bank is a party.

Promptly upon request from time to time by foe. Bank, foe Grantor shall:

(a) enter into and use reasonable commercial efforts to cause any securities intermediary for any securities accounts or securities entitlements included in or relating to foe Collateral to enter into a Control Agreement with the Bank with respect to such securities accounts or securities entMemenls as foe Bank requires in form and substance satisfactory to the Bank; and

(b) enter into and use reasonable commercial efforts to cause any issuer of any uncertificated securities included in or relating to foe Collateral to enter into a Control Agreement with foe Bank with respect to such uncertificated securities in form and substance satisfactory to foe Bank.

Dealing'with Security Interest

The Bank may grant extensions of time and other indulgences; give up any offoe Security Interest, abstain from perfecting any of the Security Interest; accept compositions,grant releases and discharges and waive rights against and otherwise deal with foe Grantor, Account Debtors of the Grantor, sureties and others and with any offoe Collateral and any other security as foe Bank may see fit without prejudice to the liability of the Grantor or the Bank's right to hold and realize any offoe Security Interest. The Bank shall not be accountable to the Grantor for the value' of any of foe Security Interest released except for any moneys actually received by foe Bank.

10. Deposits and Credit Balances

Without limiting any other rights or remedies of the Bank, the Bank may, without notice to the Grantor or any other Person! any notice bang expressly waved by the Grantor, set-off and apply all or any of die amounts standing to or for the credit of the Grantor at die Bank or any of die Bank's affiliates, in any currency, against and on account of all or any part of die Obligations, all as the Bank may see fit, whether or not the Obligations or the amounts standing to or for the credit of the Grantor are due and payable. The Bank is authorized and shall be entitled to make such debits, credits, correcting entries, and other entries to die Grantor's accounts and die Bank’s records relating to die Grantor as die Bank regards as desirable in order to give effect to the Bank's rights hereunder and die Grantor agrees to be bound by such entries absent manifest error. When applying a deposit or other obligation in a different currency than the Obligations to the Obligations, the Bank will convert the deposit or other obligation to the currency of the Obligations using die rate of exchange for the conversion of such currency as determined by the Bank or its agents - and the Bank or its agent may earn revenue on such conversion.

11. Events ofDefault

Obligations not payable on demand shall, at die option of die Bank, become immediately due and payable upon the occurrence of one or more of the following events (each, an "event of default*):

(a) the Grantor fails to pay when due, whether by acceleration or otherwise, any of the Obligations;

(b) the Grantor fails to perform any provision of this Agreement or of any other agreement to which the Grantor and die Bank are parties;

(c) if any certificate, statement, representation, warranty, audit report or financial statement heretofore or hereafter furnished, by or on behalf of die Grantor pursuant to or in connection with this Agreement, or as an inducement to the Bank to extend any credit to or to enter into this or any other agreement with the Grantor, is shown to have been false in any material respect or to have omitted any material fact; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty, anditieport or financial statement, which change shall not have been disclosed to the Bank at or prior to . the time of such execution;

(d) the Grantor ceases or threatens to cease to carry on business, commits an act of bankruptcy, becomes insolvent, proceedings or other actions are taken by or against the Grantor under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation whether in Canada or elsewhere, or the Grantor transfers all or substantially all of its assets to another Person;

(e) a receiver, trustee, custodian or other similar official is appointed in respect of die Grantor or any ofthe Grantor’s property; -

(0 the institution by or against the Grantor of any formal or informal proceeding for the dissolution or liquidation or settlement of claims againstor winding up of affairs of the Grantor,

(g) an encumbrancer takes possession of any of the Collateral or any process of execution or distress is levied or enforced upon or against any of . the Collateral;

(h) any indebtedness or liability of the Grantor, other than to the Bank, becomes due and payable, or capable of being declared due and payable, before the stated maturity thereof or any such indebtedness or liability shall not be paid at the maturity thereof or upon the expiration of any

. stated applicable grace period thereof, or die Grantor fails to make payment when due under airy guarantee given by the Grantor,

* • > ti) ifSe'GrantQr is an individual, the Grantor dies or is found tty a court to be incapable of managing bis or her affairs;

0 an execution or any other process of any court shall become enforceable against the Grantor;

(k) if the Grantor is a partnership, the death of a partner; or

0 any other event which causes the Bank, in good faith, to deem itself insecure;

and the Back shall not be required to make any further advances or other extension of credit that constitutes an Obligation.

12. Remedies

(a) Upon the occurrence of an event of default that has cot been cured or waived, the Bank; in addition to any right or remedy otherwise provided' herein or by law or in equity, will have the rights and remedies set out below, which may be enforced successively or concurrently:

,;.V\

0 to take such steps as the Bank considers desirable to maintain, preserve or protect die Collateral or its value;

Page 6 of 12

(ii) to take possession of the Collateral and require the Grantor to assemble the Collateral and deliver or make the Collateral available to die Bank at such place as may be specified by the Bank, and the Bank will not be or be deemed to be a mortgagee in possession by virtue of any such actions;

(iii) to exercise and enforce all rights and remedies of die Grantor with respect to the Collateral, including collecting and realizing upon all Accounts and Book Debts;

(iv) to cany on or concur in carrying on all or any part of the business of the Grantor;

(v) ' for the maintenance, preservation or protection of the Collateral or for carrying on any of the business of the Grantor, to borrow money on the security of the Collateral, which security will rank in priority to the Security Interest, or oh an unsecured basis;

(vi) to the exclusion of all others, including the Grantor, to enter upon, occupy and use all or any of the premises, buildings and plants owned or occupied by the Grantor and use all or any of the Collateral of the Grantor fox such time as the Bank requires to facilitate the preservation and realization of die Collateral, free of charge, and the Bank will not be liable to die Grantor for any neglect in so doing or in respect of any rent, charges, depredation or damages in connection with such actions;

(vii) to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of the Collateral upon such terms and conditions as the Bank may determine;

(viii) to dispose ofany of the Collateral in the condition in which it was at the date possession ofit was taken, or after any commercially reasonable repair, processing or preparation thereof for disposition;

(be) if any part of the Collateral is perishable or will decline speedily in value, to sell or otherwise dispose of same without giving any notice of such disposition;

(x) to make any arrangement or compromise which die Bank shall think expedient in the interests of the Bank, including compromising any Accounts and Book Debts, and giving time for payment thereof with or without security;

(xi) to appoint a consultant or, monitor, at the Grantor's expense; to evaluate the Grantor's business and the value of the Collateral, and to review die options available to the Bank; and

(xii) to appoint or reappoint by instrument in writing any person or persons, whether an officer or officers or employee or employees of die Bank or not, to be a receiver or receivers or a receiver and manager of the Collateral and remove or replace any person or persons so appointed or apply to any court for the appointment of a receiver or receiver and manager (each hereinafter called a "Receiver").

(b) Any Receiver so appointed shall be deemed to be the agent of the Grantor and not the Bank, and the Grantor and not the Bank, shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and expenses. The Bank shall not be in any way responsible for any misconduct, negligence or failure to act on the part of any such Receiver, its servants, agents or employees.

(c) The Grantor agrees to pay all cost;, charges and expenses incurred by the Bank or any Receiver appointed by the Bank, whether directly or for services rendered (including reasonable legal and auditors' costs and expenses and Receiver remuneration), in operating the Grantor’s accounts, in preparing or enforcing this Agreement, taking and maintaining custody of, preserving, repairing, processing, preparing for disposition and disposing of Collateral and in enforcing or collecting the Obligations, and all such costs, charges and expenses, together with any amounts owing as a result of any borrowing by the Bank or any Receiver appointed by the Bank, as permitted hereby, shall be a first charge on the Collateral and shall be secured hereby.

(d) The Bank will give the Grantor such notice, if any, of the date, time and place of any public sale or of the dale after which any private disposition of Collateral is to he made as may be required by the PPSA.

(e) Upon default and receiving written demand from the Bank, the Grantor agrees to take such-further action as may be necessary to evidence and effect an assignment or licensing of intellectual property to whomever the Bank directs, including to the Bank. The Grantor appoints any officer or employee of the Bank to be its attorney in accordance with applicable legislation with full power of substitution, to do on the Grantor's behalf anything that is required to assign, license or transfer, and to record any assignment; license or transfer of tire Collateral. This power of attorney, which is coupled with an interest, is irrevocable until the release or discharge of the Security Interest

(f) The Grantor authorizes the Bank to file such financing statements, financing change statements and other documents and do such acts, matters and things (including completing and adding schedules hereto identifying any Collateral or identifying tire locations at which the Collateral is located and correcting any clerical errors or deficiencies in this Agreement) as the Bank may deem appropriate to perfect on an ongoing basis and continue tire Securify Interest, to protect and preserve Collateral and to realize upon the Security Interest. The Grantor hereby irrevocably constitutes and appoints the Bank and any of its officers or employees from time to time as the true and lawful attorney of the Grantor, with

Page? of 12 full power of substitution, to do any of the foregoing in the name of the Grantor whenever and wherever it may be deemed necessary or

expedient. This power of attorney, which is coupled with an interest, is irrevocable until the release or discharge of the Security Interest

If the disposition of the Collateral fails to satisfy the Obligations secured by this Agreement including the expenses incurred by the Bank in connection with the preservation and realization of die Collateral as described above, the Grantor shall be liable to pay any deficiency to the Bank forthwith on demand.

13, Environmental License and Indemnity . .

The Grantor hereby grants to the Bank and its officers, employees and agents an irrevocable and non-exclusive license, subject to the rights of tenants, to enter any Real Property to conduct investigations, inspections, audits, testing and monitoring with respect to any contaminants or hazardous substances and to remove and analyze samples of any contaminants or hazardous substances at the cost and expense of die Grantor (which cost and expense will form part of the Obligations and will he payable immediately on demand and secured hereby). The Grantor hereby indemnifies and will indemnify the Bank and agrees to hold the Bank harmless against and from all losses, fines, penalties, costs, damages and expenses which the Bank may sustain, incur or be held to be or for which it may become liable, at any rime whatsoever for or by reason of or arising from the past, present or fiiture presence of or, clean-up, removal or disposal of any contaminants or hazardous substances from, on, under or adjacent to any Real Property owned by the Grantor or which may become owned or occupied by die Bank or as a result of the Bank's compliance with environmental laws or environmental orders relating thereto, including any clean-up, decommissioning, restoration or remediation of any Real Property owned or occupied by the Grantor or other affected or adjacent lands or property. This indemnification will survive die satisfaction, release or extinguishment of die Obligations created hereby

14. Miscellaneous

(a) Interpretation, The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement The terms "this Agreement", "hereof, "hereunder" and similar expressions refer to ' this Agreement (including any schedule now or hereafter annexed hereto) and not to any particular Section or other portion hereof. Unless otherwise specified, any reference herein to a Section or Schedule refers to the specified Section of or Schedule to this Agreement In this Agreement: (Q words importing the singular number only shall include the phnal and vice versa and words importing the masculine gender shall include die feminine and neuter genders and vice versa; (ii) the words "include", "includes" and "including" mean "include”, "includes" or "including", in each case; "without limitation"; Oil) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time; (iv) unless otherwise indicated, time periods within

\ which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the periodcommences and including the day on which tire period ends; and (v) whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be madb or action taken on the next following Business Day.

(b) Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon foe parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. In any action brought by an assignee of this Agreement and foe Securify Interest or any part thereof to enforce any rights hereunder, the Grantor shall not assert against foe assignee any claim or defence which the Grantor' now has or hereafter may have against the Bank.

(c) Amalgamation. The Grantor acknowledges and agrees that in the event it amalgamates with any other company or companies it is the - intention of the parties hereto that foe term "Grantor" when used herein shall apply to each of the amalgamating companies and to foe

amalgamated company, such that the Security Interest granted hereby (Q shall extend to "Collateral" (as that term is herein defined) in which any amalgamating company has any rights at the time of amalgamation and to any "Collateral" in which foe amalgamated company thereafter has any rights, and (u) shall secure foe "Obligations" (as that term is herein defined) of each of the amalgamating companies and the amalgamated company to the Bank at the time of amalgamation and any "Obligations" of the amalgamated company to the Bank thereafter arising.

(d) Joint and Several. If there is more than one Grantor named herein, the term "Grantor" shall mean all and each of them, their obligations under this Agreement shall be joint and several, the Obligations shall include those of all or any one of them and no Grantor shall have foe right of subrogation, exoneration, reimbursement or indemnify whatsoever and no right of recourse to the Collateral for foe Obligations hereunder unless and until all of the: Obligations have been paid or performed in full, notwithstanding any change for any cause or in any manner whatsoever in foe composition of or membership of any firm or company which is a party hereto.

(e) ■ Attachment of Security Interest The Grantor acknowledges that value has been given and that the Securify Interest granted hereby will attach when foe Grantor signs this Agreement and will attach to Collateral in which the Grantor subsequently acquires any rights, immediately upon foe Grantor acquiring such rights. The parties do not intend to postpone foe attachment of any Securify Interest created by this Agreement

(f) No Obligation to Advaoce. Neither die execution of this Agreement nor any advance of funds shall oblige the Bank to advance any finds or any additional funds or enter into any transaction or renew any note or extend any time for payment of any of the Obligations of the Grantor to the Bank.

(g) Information. The Bank may provide any financial and other information it has about die Grantor, die Security Interest and the Collateral to any one acquiring or who may acquire an interest in the Security Interest or the Collateral from the Bank or anyone acting on behalf of the Bank.

(h) Assignment The Bank may assign or transfer any of its rights under this Agreement without the consent of die Grantor. The Grantor may not assign its obligations under this Agreement without the prior written consent of the Bank.

0) Amendment Subject to Section 12(f) of tins Agreement, no amendment to this Agreement will be valid or binding unless set forth in writingand duly executed by all of the parties hereto. No course of conduct by the Bank will be deemed to result in ah amendment of this Agreement

0 Term. This Agreement shall be a continning agreement in every respect for the payment of the Obligations and it shall remain in full force andeffect until all of the .Obligations shall be inde&asibly paid in full or discharged by tire Bank and until IheBank shall no longer have any commitment to the Grantor or any other Person, the fulfillment of which, might result in the creation of Obligations of the Grantor.

(k) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalidor unenforceable in any respect, such invalidity or unenforceability' will not affect the validity or enforceability of the remaining provisions of this Agreement

(l) Governing Law. This Agreement will be governed by and construed in accordance with tire laws of the jurisdiction where die Branch of the Bank is located.

(m) Waiver by the Bank. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any Obligations shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or of any other right or remedy. Furthermore, the Bank may remedy any default by the Grantor hereunder or with respect to any Obligations in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by the Grantor. No course of conduct of the Bank will give rise to any reasonable expectation which is in any way inconsistent with the tenns and conditions of this Agreement or the Bank's rights hereunder. All rights and remedies of the Bank granted or recognized herein are cumulative and may be exercised at any time and from time to time independently or in combinatkra;

(n) Waiver by the Grantor. The Grantor waives protest of any Instrument constituting CoUateial at any time held by the Bank on which the Grantor is in any way liable and, subject to clause 12(d) hereof notice of any other action taken by tire Bank.

(o) Non-Substitution. The Security Interest is in addition to end not in substitution for any other security now or hereafter held by the Bank.

(p) Entire Agreement This Agreement including any schedule now or hereafter annexed hereto, constitutes foe entire agreement between foe Grantor and the Bank with respect to the subject matter hereof. There are no representations, warranties, terms and conditions, undertakings or collateral agreements, express, implied or statutory, between foe parties except as expressly set forth in this Agreement.

(q) Acknowledgment The Grantor acknowledges receipt of a folly executed copy of this Agreement and, to the extent permitted by applicable law, waives foe right to receive a copy of any financing statement, financing change statement or verification statement in respect of any registered financing statement or financing change statement prepared, registered or issued in connection with this Agreement

(r) Execution. The Grantor agrees that this Agreement may be executed electronically and in counterparts.

9 of £2

IN WITNESS WHEREOF the Grantor has executed this Agreement this _ 367*

..day of. ,21115.

Witness as to execution Name:

4936 YONGE ST SUITE 239 TORONTO, ON M2N6S3

Signature:’

Name:

[Address of Grantor]

Signature:

Name:


Signature:

Name:


Signature:

Name:


Signature:

Name:


Signature:

Name:


Page 10 of 12

■ * «.

SCHEDULE"A"

DESCRIPTION OF EQUIPMENT/SERIAL NUMBERED GOODS

QUANTITY DESCRIPTION SERIAL NUMBER

) LOCATION OF COLLATERAL

'The Collateral is now and wOl hereafter be located at the following address(es) (include Street/Town/City and Province):

SPECIFIED COLLATERAL (Ontario only)

Qnota/Licence No._______________ issued by_______________________________ (including any successor marketing board or licencing authority inrespect of marketing or setting prices for the same commodity, their successors and assigns, in each case called die "Board") and proceedstherefrom.

Additional Covenants of Cnstomer Applicable to Above Collateral:

1. By executing this Agreement, Grantor has granted an assignment to the Bank of any and all rights of the Grantor in and to the above quota/licence, any amendments, substitutions, additions or supplements thereto, and any proceeds thereof

2. Grantor agrees to maintain all of the above quota/licence rights in good standing and to comply with all of the rules, regulations and orders of the Board issuing such quota/licence.

3. Grantor agrees not to apply to the Board for the transfer of the above quota/licence, in'whole or in part, without the prior written consent of the Bank.

4. The security and/or rights hereby granted shall extend to and include all present and future acquired quota/licence rights issued by the Board to tile Grantor, whether issued under the above qnota/Iicence number of under any other such number.

Page 11 of 12

RESOLUTION AUTHORIZING EXECUTION OF GENERAL SECURITY AGREEMENT

"RESOLVED THAT:'•> (a) Any two directors are hereby authorized for

and on behalf of the Corporation to execute and deliver to The Toronto-Domjnion Bank a General Security Agreement substantially in the form of the General Security Agreement (attached hereto and initialled by the Secretary for identification) presented to the directors, with, such alterations, amendments, deletions or additions as may be approved by the persons executing the same and their execution shall be conclusive evidence of such approval and that tire General Security Agreement so executed is the General Security Agreement authorized by Ibis Resolution,

(b) Any officer or director be and is hereby authorized to execute and deliver on behalf of the Corporation all such other documents and writingsand to do snch other acts and things as may be necessary or desirable for'fulfilling the Corporation's obligations under the General SecurityAgreement"

CERTIFICATE

I hereby certify that the foregoing is a true and correct copy of a Resolution duly passed by the Directors of

on inc rs r J ' uay of.on me ftcj- uay of <n 1= .C? ________ , oq]_5 and that the said Resolution is now in full force and effectfCED IMAGING TNn

asSecretary Gordon CheungX

Page 12 of 12

THIS IS EXHIBIT “K” TO THE AFFIDAVIT OF MAURICE MOFFETT



FORBEARANCE AGREEMENT

This Agreement is made as of the day of August, 2017.

BETWEEN:

THE TORONTO-D OMINION BANK (hereinafter referred to as the “Lender”)

- and -

OXFORD ADVANCED IMAGING INC.(hereinafter referred to as the “Borrower”)

-and-

2481668 ONTARIO INC., 2481669 ONTARIO LTD., D GILL HOLDING INC., 2464192 ONTARIO INC., A SHUSTER MEDICINE PROFESSIONAL CORPORATION,

D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION, RESOLUTE MEDICAL CORPORATION, 2487507 ONTARIO INC., 1054020 B.C. LTD.,

ELEMENT FLEET MANAGEMENT CORP. (FORMERLY ELEMENT FINANCIAL CORPORATION), THE ESTATE OF MICHAEL ROHRER, PETER GEORGE,

VINCENZO NIGRO,DR. JAE K. KIM, DR. GORDON CHEUNG, DR. DEEP S. CHATHA and DR.

DAVINDER GILL(hereafter referred to collectively as the “Guarantors” or individually as a “Guarantor”)

RECITALS:

WHEREAS the Borrower is indebted to the Lender with respect to certain credit facilities pursuant to a letter agreement dated January 23, 2015, as amended by amendments dated August 7, 2015, September 24, 2015, September 29, 2015 and December 18, 2015, as may be amended revised or restated from time to time (the "Loan Agreement");

AND WHEREAS the indebtedness of the Borrower to the Lender under the Loan Agreement as at June 29, 2017 is in the following amounts, subject to ongoing fluctuations in the operating loan balance hereafter and subject to the continuing accrual of interest and fees pay of the Lender (cumulatively the “Indebtedness”):

FACILITIES PRINCIPAL INTERES TOTAL P +1 INTERESTT RATE/PER

DIEMOperating Line BCRS $0 $0 $0 Prime + 0

Term Loan $11,809,523.80 $6,988.65 $11,816,512.45 $873.58

Business Visa $110,000.00 $110,000.00 Standard Visa RateTotal (CAD) $11,926,512.45

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AND WHEREAS the Borrower has granted security to the Lender for the obligations of the Borrower to the Lender including the Indebtedness as described and set forth on Schedule “A” hereto (the “Security”).

AND WHEREAS the Guarantors have each granted Guarantees of the repayment by the Borrower to the Lender, subject to the terms and provisions of each specific Guarantee which may be limited in amount or in recourse (collectively the “Guarantees” or individually a “Guarantee”) and certain Guarantors have provided share pledges or other grants of security interest in favour of the Lender for the obligations under a Guarantee (the “Guarantee Security”).

AND WHEREAS certain events of default occurred pursuant to the Loan Agreement entitling the Lender to make demand for repayment of the Indebtedness, and the Lender has made demand for repayment as at June 29, 2017 from the Borrower and the Guarantors and has delivered a Notice of Intention to enforce security to the Borrower and the Guarantors pursuant to the provisions of Section 244(1) of the Banlcniptcy and Insolvency Act pursuant to the Security;

AND WHEREAS the Lender has agreed to forbear from taking certain actions under the Security and the Guarantee Security in connection with the defaults of the Borrower existing to the date hereof and has agreed to continue to maintain the Indebtedness solely on the terms and conditions and subject to the limitations as specified in the Loan Agreement and as revised by this Agreement and notwithstanding any previously known default of the Borrower, so that the Borrower may make repayment of the Indebtedness to the Lender;

NOW THEREFORE, in consideration of the respective covenants of the parties hereto as herein contained, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, all terms defined in the Loan Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement. All monetary amounts referred to in this Agreement shall refer to Canadian currency save and except where the initials “US” appear in reference to any sum, in which event such reference shall be to currency of the United States of America.

1.2 Gender and Number

Words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3 Severability

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Each of the provisions contained in this Agreement is distinct and severable, and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of this Agreement.

1.4 Headings

The division of this Agreement into articles, sections and clauses, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.5 Attornment

The parties hereto irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario for all matters arising out of or in connection with this Agreement.

1.6 Conflicts

If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Indebtedness or any other Financing Agreement, the provisions of this Agreement shall prevail to the extent of the inconsistency, but the foregoing shall not apply to limit or restrict in any way the rights and remedies of the Lender under the Security, the Indebtedness, the other financing agreements or this Agreement other than as may be specifically contemplated herein.

ARTICLE 2ACKNOWLEDGEMENTS AND CONFIRMATIONS

2.1 Acknowledgement of Obligations

(a) The Borrower and the Guarantors hereby acknowledge, confirm and agree that: (i) the Borrower is indebted to the Lender in respect of the Indebtedness as described in the recitals herein, together with any additional accruing interest, fees, costs and any subsequent fluctuations in the Borrower’s line of credit; and (ii) such Indebtedness together with interest accrued and accruing thereon, and fees, costs, expenses and other charges now or hereafter payable by the Borrower to the Lender are unconditionally owing by the Borrower to the Lender, without offset, defence or counterclaim of any kind, nature or description whatsoever.

(b) the Borrower and the Guarantors hereby acknowledge confirm and agree that the recitals to this Agreement are accurate and true in all respects that the Borrower remains obligated to the Lender pursuant to the Loan Agreement.

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2.2 Acknowledgement of Security Interest

The Borrower hereby acknowledges, confirms and agrees that the Lender has and shall continue to have a valid, enforceable and perfected lien pursuant to the Security until all obligations of the Borrower to the Lender have been repaid in full, including but not restricted to the Indebtedness.

2.3 Acknowledgement of Default

The Borrower acknowledges, confirms and agrees that: (i) certain events of default have occurred pursuant to the terms of the Loan Agreement; and (ii) subject only to the terms of this Agreement, the Lender has not waived, and does not intend to waive, any existing default of the Indebtedness, and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute any such waiver.

2.4 Acknowledgement of Demands and Notice

The Borrower hereby acknowledges, confirms and agrees that it has, prior to the date of this Agreement, received from the Lender validly issued and delivered a demand for acceleration and payment of the Indebtedness. The Borrower the Guarantors further acknowledge, confirm and agree that the Borrower has, prior to the date of this Agreement, received from tire Lender a Notice of Intention to Enforce Security (the “Notice”) pursuant to subsection 244(1) of the Banh'uptcy and Insolvency Act (the “BIA”) in respect of the Security and the Borrower confirms that the 10 day notice period set forth in the Notice has expired and is hereby waived by the Borrower as of the date of this Agreement. The Borrower and the Guarantors further acknowledge that nothing in this Agreement shall constitute a waiver or revocation of such demand or the Notice.

ARTICLE 3 FORBEARANCE

3.1 Forbearance

(a) In reliance upon the representations, warranties and covenants of the Borrower contained in this Agreement, the Lender agrees to forbear from exercising its rights and remedies under the Security, and under applicable law in accordance with the terms and conditions of this Agreement, and any document(s) executed in connection herewith, for the period commencing on the date hereof and ending on the earliest of:

(i) October 31, 2017; and

(ii) the occurrence of any Intervening Event as hereinafter defined,

(the “Forbearance Period”).

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(b) The Lender agrees that it shall take no further action or proceedings in furtherance of its demands or Notice as referred to at Section 2.4 hereof, or in relation to any Guarantee or any Guarantor Security during the currency of the Forbearance Period.

(c) Upon the expiration or termination of the Forbearance Period, the agreement of the Lender to forebear shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit the Lender to exercise its rights and remedies immediately, but subject to the terms of any Court Order as may be granted requiring the Lender to obtain prior approval of the Court and which Order Borrower shall not unreasonably withhold its consent to, including without limitation, private remedies available pursuant to the Security, the right to the appointment of a receiver, and the right to apply to a Court for any other remedies available to the Lender or to seek the appointment of any permanent or interim receiver or receiver and manager or any trustee in bankruptcy of the Borrower or any Guarantor.

ARTICLE 4REPORTING, FEES AND INTEREST RATES

The Borrower and the Lender agree that the provisions in this Article 4 shall remain in effect during the Forbearance Period, and thereafter until such time as all obligations of the Borrower and the Guarantors to the Lender have been satisfied in full.

4.1 Interest Rates

The term loan facility and the operating line of credit shall bear interest from the effective date hereof until the date of repayment at the Lender’s Prime Rate Plus 1% per annum and the Loan Agreement is deemed to be amended to such rate.

4.2 Forbearance Fee

The Borrower agrees to pay, in consideration of the accommodations herein provided by the Lender, a forbearance fee in the sum of $60,000, which is fully earned and payable as of the effective date hereof. Of such fee, the sum of $35,000 will be immediately charged by the Lender to the account of the Borrower and the balance of the forbearance fee shall be charged to the account of the Borrower on October 31, 2017, provide that the Lender will waive payment of such balance in the event that the Indebtedness has been permanently re-paid in full on or before October 31, 2017.

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4.3 Reporting Requirements

The Borrower agrees to continue to honour all reporting requirements as are presently provided for in the Loan Agreement and, in addition:

(a) will provide to the lender monthly unaudited consolidated financial statements for receipt by the Lender no later than 25 days following each month end, and

(b) will provide to the Lender any such additional financial and other reporting as the Lender may request from time to time during the Forbearance Period promptly following the request by the Lender.

ARTICLE 5OBLIGATIONS OF THE BORROWER DURING FORBEARANCE PERIOD

5.1 Loan Availability

The Lender shall, subject to the fulfilment of the provisions of this Agreement and the Loan Agreement, continue to make advances to the Borrower during the Forbearance Period to the maximum of the Maximum Credit or the availability under the Loan Agreement,

5.2 Sale Process

The Borrower has engaged KPMG Corporate Finance Inc. (“KPMG”) as its exclusive financial advisor to assist in preparing and effecting a sale of either all of the shares or the assets of the business of the Borrower on a basis which will repay the Indebtedness to the Lender in full (the “KPMG Engagement”). The Borrower agrees that it will vigorously and cooperatively pursue the KPMG Engagement within the timelines estimated within the KPMG Engagement with the view of obtaining an agreement for the sale of the assets or all of the shares of the Borrower on a basis which would provide for a full repayment of the Indebtedness to the Lender from a purchaser having financial means to complete such transaction and for completion by the expiry of the Forbearance Period or such further period as the Lender may in writing agree (a “Sale Transaction”), In addition, in respect of the KPMG Engagement and the Sale Transaction, the Borrower undertakes and agrees as follows:

(a) The Borrower shall continue to pursue diligently the KPMG Engagement, and the completion of a Sale Transaction, and the KPMG Engagement shall remain in effect throughout the Forbearance Period;

(b) The Borrower shall provide full and prompt cooperation to KPMG in the conduct of the KPMG Engagement and in the execution and completion of a Sale Transaction, including through the timely supply of information to KPMG and to potential purchasers in accordance with the KPMG Engagement and as may be required to facilitate the execution and completion of a Sale Transaction;

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(c) The Borrower shall have authorized KMPG to communicate fully, and independently, with TD Bank as to all matters affecting the Sales Transaction and the KPMG Engagement on a real time basis; and

(d) The Borrower shall promptly take all steps and promptly receive all necessary shareholder approvals or resolutions for the consummation of a Sale Transaction on the basis which would involve full repayment of the Indebtedness, and which in the opinion of the Lender acting reasonably could be and would be completed by the purchaser, and for completion by the conclusion of the Forbearance Period or such further date as Lender may in writing specify.

5.3 Full Co-Operation

During the Forbearance Period, the Borrower shall cooperate fully with the Lender, including, without limitation, by providing promptly all information requested by the Lender or its advisors, including any legal counsel, financial advisors, or appraisers engaged on behalf of the Lender, and by providing full access to the books, records, property and assets of the Borrower wherever they may be situated, which right of access shall include the right to inspect and appraise such property and assets. The Borrower agrees that it shall continue to engage the services of KPMG as a financial advisor to the Borrower. The Borrower agrees to provide authorization to KPMG to provide to the Lender, on a contemporaneously basis to the Borrower, full financial information with respect to the Borrower and information regarding any proposed restructuring of the Borrower and hereby authorizes KPMG to communicate directly with the Lender on all such matters or related matters. The Borrower further acknowledges that the Lender shall be entitled, should it deem advisable, to retain KPMG as its own financial consultant to provide advice to the Lender with respect to such matters, which shall be an expense recoverable by the Lender under the terms of the Loan Agreement.

ARTICLE 6INTERVENING EVENTS

6.1 Intervening Events

This Agreement shall forthwith terminate upon the happening of any one of the following events (each called an “Intervening Event”):

(a) the Borrower fails to maintain the KPMG Engagement or fails to meet any of the other criteria for concluding a Sale Transaction as set forth at Section 5.2 of this Agreement;

(b) the Borrower defaults in the performance of any provision of this Agreement and where such default is capable of being cured, such default is not cured by the Borrower within three (3) Business Days from receiving notice of such default;

(c) the Borrower fails to maintain and keep current payments to any governmental authority holding any statutory deemed trust on the assets of the Borrower, which may result in any claim ranking in priority or pari passu to the claim of the Lender, including remissions for deductions at source for employees, retail sales tax, goods and services tax and vacation pay;

(d) the Borrower fails to conclude and document a forbearance agreement with ECN Financial Inc. on terms acceptable to the Lender acting reasonably, within ten (10) days from the date hereof, or is in default under any such forbearance agreement and such default, where capable of being cured, is not cured by the Borrower within three (3) Business Days from receiving notice of such default, or such forbearance agreement lapses or is terminated at any time during the Forbearance Period;

(e) the Borrower fails to maintain a lease agreement for each of its business premises or fails to keep current payments on the leases of its operational premises;

(f) the Borrower fails to maintain all licenses required for its business operations including all licenses and approvals required from the Ministry of Health to operate MRI Centres, and in such regard the Borrower shall provide evidence that it has satisfied the current issues raised by the Ministry of Health no later than thirty (30) days following the date of this Agreement;

(g) the Borrower is declared bankrupt, or files for protection under any insolvency legislation or any proceedings are undertaken against the Borrower for the winding up of the Borrower or under insolvency legislation;

(h) the Borrower exceeds its maximum allowable borrowings under is operating line of credit;

(i) the occurrence of any other event which, in the opinion of the Lender, acting reasonably and in good faith, may materially and adversely impact the priority or enforceability of the Lender’s security held from the Borrower or the realizable value of the collateral subject to such security, or adversely impact upon the ability of the Borrower to complete a Sales Transaction; or

(j) the expiry of the Forbearance Period.

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ARTICLE 7GENERAL PROVISIONS

7.1 Effect of this Agreement

Except as modified pursuant hereto, no other changes or modifications to the terms of the Indebtedness, the Loan Agreements or the other financing agreements are intended or implied and in all other respects the terms of the Indebtedness, the Loan Agreements and the other financing agreements are confirmed.

7.2 Cost and Expenses

The Borrower hereby agrees to pay to the Lender at any time and as often as the Lender may require, whether or not all or any of the transactions contemplated by this Agreement are consummated, all reasonable fees and disbursements of the Lender chargeable pursuant to the Indebtedness or this Agreement, and its legal and financial advisors (or any supplemental legal or financial advisors retained by the Lender) engaged by it in connection with the preparation, negotiation, execution, delivery, administration, interpretation or enforcement of this Agreement, the Indebtedness or the other Financing Agreements and any agreements delivered in connection with the transactions contemplated hereby or thereby. Such fees and expenses shall be paid by the Lender and, following notice to the Borrower, the Lender is hereby authorized and directed to debit the account of the Borrower for the amount of such fees and expenses, subject to the Borrower’s right to have such fees and expenses, taxed, assessed or reviewed. Without limiting the generality of the foregoing, the Borrower acknowledges and agrees that the Lender shall have the right, at any time after the date hereof, to retain, upon terms and conditions within its sole discretion, supplemental legal advisors and financial advisors of its sole choosing, and the costs and expenses thereof shall be paid by the Borrower as provided herein.

7.3 Further Assurances

The parties hereto shall execute and deliver such supplemental documents and take such supplemental action as may be necessary or desirable to give effect to the provisions and purposes of this Agreement all at the expense of the Borrower.

7.4 Binding Effect

This Agreement shall be binding upon and enure to the benefit of each of the parties hereto and its respective successors and permitted assigns.

7.5 Survival of Representations and Warranties

All representations and warranties made in this Agreement or any other document furnished in connection herewith shall survive the execution and delivery of this Agreement and such other document, and no investigation by the Lender or any closing shall affect the representations and warranties or the rights of the Lender to rely upon such representations and warranties.

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7.6 Release

In consideration of the agreements of the Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Guarantors, on behalf of themselves, their successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably release, remise and forever discharge the Lender and each of its successors and assigns, participants, affiliates, subsidiaries, branches, divisions, predecessors, directors, officers, attorneys, employees, lenders and other representatives and advisors (the Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both arising at law and in equity, which the Borrower and the Guarantors or any of their successors, assigns or other legal representatives may now own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with, any of the Indebtedness or any of the other Financing Agreements or transactions thereunder or related thereto.

7.7 No Novation

This Agreement will not discharge or constitute novation of any debt, obligation, covenant or agreement contained in the Indebtedness or any of the other Financing Agreements, including the Guarantees, but same shall remain in full force and effect save to the extent same are amended by the provisions of this Agreement.

7.8 Notice

Any notice, demand or other communication required or permitted to be given to any party hereunder shall be given in writing and addressed as set forth on signature lines to this agreement.

Any such notice shall be deemed to be sufficiently given if given personally, delivered or sent by electronic transmission to the email addresses set out in this agreement, and in each case shall be deemed to have been received by the other party on the same day on which it was delivered or sent by electronic transmission, if such day is a business day, and, if not, on the following business day.

7.9 Execution in Counterparts

This Agreement may be executed and delivered in any number of counterparts and by electronic transmission, each of which when executed and delivered shall be considered to be an original and all of which taken together constitute one and the same instrument.

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7.10 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the datefirst above mentioned.


I have the authority to bind the Corporation


By:Name: Dr. Jae K. KimTitle: PresidentOxford Advanced Imaging Inc.4936 Yonge Street, Suite 239Toronto, ON M2N 6S3Email: dr.jae,[email protected]

Internal


-11 -

7.10 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein,

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above mentioned.

THE TORONTO-D OMINION BANK

By: _________________________________Name:Title:

I have the authority to bind the Corporation


Oxford Advanced Imaging Inc.4936 Yonge Street, Suite 239Toronto, ON M2N 6S3Email: [email protected]


Witness Name;

Witness Name:

Witness Name:

Witness Name:

)))

)))))

)))))

)))

DR. JAE K. KIM""""*®1100 MEMORIAL AVE 324

THUNDER BAY P7B 4A3 Email: di:[email protected]

DR. GORDON CHEUNG100-10 Kingsbridge Garden Circle Mississauga, ON L5R 3K6Email:dr,[email protected]

DR. DEEP CHATHA 239-4936 Yonge Street Toronto, ON M2N 6S3Emai 1: [email protected]

) DR. DAVINDER GILL) 48 Mulgrave Street

Brampton, ON L6P 3H3Email: [email protected]

2481668 ONTAAjftK^mC.

By:Name: Dr. Jae K. Kim Title: President 1100 Memorial Avenue Suite 324Thunder Bay, ON P7B 4A3Email: [email protected]






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1054020 B.C. LTD.

By:-A-

:> - "y

Name: Dr. Hafijinder John Singh Bining Title: President 1130-400 Burrard Street Vancouver, British ColumbiaV6C3A6Emai I: h isb i n i na@hotniai I .com

ELEMENT FLEET MANAGEMENT CORP. (FORMERLY ELEMENT FINANCIAL CORPORATION)

By: _______________________________Name: Stephen D. Rotz/Steve SandsTitle: VP/SVP161 Bay Street, Suite 3600Toronto, ON M5J 2S1Email:

- 14-

1054020 B.C. LTD.

By: _____________________________Name: Dr. Harjinder John Singh Billing Title: President 1130-400 Burrard Street Vancouver, British Columbia V6C 3A6Email: [email protected]

ELEMENT FLEET MANAGEMENT CORP. (FORMERLY ELEMENT FINANCIAL

Title: VP/SVP1.61 Bay Street, Suite 3600Toronto, ON M5J 2S1Email:

J. Stephen SandsChief Credit Officer


-13-


By:Name: Dr. Anatoly Shuster Title: President 201 Kusznier Crescent Thunder Bay, ON P7B 6K4 Email; tshuAi'or2()()0::/:vn{ioo,coni

D. KXSSELGOFF MEDICINE PROFESSIONAL CORPORATION----- .

/ls

By:Name<vDr, Dmitry David Kisselgoff Title: 'President 350 Summerhill Drive Thunder Bay, ON P7B 7B9 Email: [email protected]


By: ________________________________Name: Dr. Vladislav Miropolsky Title: President25 Sheppard Avenue West, Suite 1100 Toronto, ON M2N 6S6Email: vmiropoU«ivaho(i.coni


Name: Eldar Lev-Ary Title: Director 50 Claxton Blvd.Toronto, ON M6C 1L8Email:[email protected]


- 13-


By: ___________ ;_________________________________

Name: Dr. Anatoly Shuster Title: President 201 Kusznier Crescent Thunder Bay, ON P7B 6K4 Email: [email protected]


By: ________________________________Name: Dr. Dmitry David Kisselgoff Title: President 350 Summerhill Drive Thunder Bay, ON P7B 7B9 Email: [email protected]


By:Name: Dr. Vladislav Miropolsky Title: President25 Sheppard Avenue West, Suite 1100 Toronto, ON M2N 6S6 Email: [email protected]


By:Name: Eldar Lev-Ary Title: Director 50 Claxton Blvd.Toronto, ON M6C 1L8 Email:dr.laurence.kadoch@oxfordmedicalim aging, ca



-13-


Name: Dr. Anatoly Shuster Title: President 201 Kusznier Crescent Thunder Bay, ON P7B 6K4 Email: [email protected]


By: ______________________________ _Name: Dr. Dmitry David Kisselgoff Title: President 350 Summerhill Drive Thunder Bay, ON P7B7B9 Email: [email protected]


Name: Dr. Vladislav Miropolsky Title: President25 Sheppard Avenue West, Suite 1100 Toronto, ON M2N 6S6 Email: [email protected]


By: , ' __ _ _________Name: Eldar Lev-Ary Title: Director (50 Claxton Blvd,Toronto, ON M6C 1L8Email:[email protected]




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By:Name: Dr. Jae K. Kim Title: President 1100 Memorial Avenue Suite 324Thunder Bay, ON P7B 4A3Emai 1: [email protected]


By:Name: Dr. GordorrCheung Title: President 10 Kingsbridge Garden Circle Unit 100Mississauga, ON L5R 3K6 Email:[email protected]

D GILL HOLDING INC.

By: _________________________________________Name: Dr. Davinder Gill Title: President 1355 Outram Avenue LaSalle, ON N9J 0B2Email: dr,dan. gi 1.1 @ox fordmedi ca 1 imagin g.ca


By:Name: Dr. Deep Chatha Title: President 79 Dawlish Avenue Toronto, ON M4N 1H2Email: [email protected]




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By: __________________________________________________________

Name: Dr. Jae K. Kim Title: President 1100 Memorial Avenue Suite 324Thunder Bay, ON P7B 4A3Email: [email protected]


Name: Dr. Gordon Cheung Title: President 10 Kingsbridge Garden Circle Unit 100Mississauga, ON L5R 3K6 Email:dr.gordon,[email protected]

D GILL HOLDING INC.

Name: Dr. Davinder Gill Title: President 1355 Outram Avenue LaSalle, ON N9J 0B2Email: dr.dan.gilI@oxford,inedicalimaging.ca

2464192 ONTARIO INC,

79 Dawlish Avenue Toronto, ON M4N 1H2Email: dr. deep [email protected]




* 12 -

Witness Name:

Witness Name:

Witness Name:

Witness Name:

)

)

) ________________________________________) DR. JAE K. KIM) 283 Hollywood Avenue

North York, ON M2N 3KS Emaif: dr.jae.fcim{i9joxfordmedicaliinaging.ca

)

)

) ________________________________________) DR. CORDON CHEUNG) 100-10 Kingsbridge Garden Circle

Mississauga, ON L5R.3R&Emaii:dr..gordon.eheung@t'>xrordmedicaltmaging.ea

)

) ____________________) DR. DEEP CHATHA) 23lM936 Yonge Sweet

Toronto. ON M2N SS3

4k Mulgravc Street Brampton, ON L6P 3H3Email: dr,d3R:gdMiaxfWdnred:ealtmMU^ea

24816a ONTARIO INC.

Name: Dr. iae K. Kim Title; President 1100 Metnorial Avenue Suite 324Thunder Bay, ON P7B 4A3Em ail: dr. fa e.kirit totox fordmed teal im aging, ca

- 13 *


By: ___________Name: Gordon Cheung Title: Pres idem 10 Kingsbrtdge Garden Circle Unit 100Mississauga, ON L5R 3K6 Email:dr. gordon.dteungf^oxfordmedteal imaging.ea

1355 Ourram Avenue LaSalle. ON N9J 0B2Email: cir.dait.gilltojoxfordmediealim.agistg.ea


By:_______________ ;__________________________Name: Dr. Deep Cbatha Title: Ores idem 79 Dawiixh Avenue Toronto, ON M4N IH2Email: dr.deep.chatha^oxfordmedicalimaging.ca

- 12-


Name: Dr. Jae K. Kim Title: President 1100 Memorial Avenue Suite 324Thunder Bay, ON P7B 4A3Email: [email protected]


10 Kingsbridge Garden Circle Unit 100Mississauga, ON L5R 3K6 Email:dr. gordon. cheung@oxfordmedicalimaging. ca

D GILL HOLDING INC.

Name: Dr. Davinder Gill Title: President 1355 Outram Avenue LaSalle, ON N9J 0B2Email: [email protected]


Name: Dr. Deep Chatha Title: President 79 Dawlish Avenue Toronto, ON M4N 1H2Email: [email protected]




- 15-

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

)))))

)))))

)))))

)))))

)))))

)))))

rBY THE'ESTATE ICHAEL ROHRER

Denise Rohrei’^iatgcutrix 223 Kensington Blvi Tecumseh, ON N8N 2K8 Email:

PETER GEORGE 160 Mill Street Puce BX86 Emeryville, ON NOR ICO Email: [email protected]

VINCENZO NIGRO6 Wellwood Avenue Toronto, ON M6C 1G9 Email: [email protected]

DR. JAE K. KIM283 Hollywood AvenueNorth York, ON M2N 3K8Email: [email protected]

DR. GORDON CHEUNG 100-10 Kingsbridge Garden Circle Mississauga, ON L5R 3K6 Email:[email protected]

DR. DEEP S. CHATHA239-4936 Yonge Street Toronto, ON M2N 6S3Email: [email protected]






- 15 -

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

) BY THE ESTATE OF MICHAEL ROHRER)

) ___________________________ ____________) Denise Rohrer, Executrix ) 223 Kensington Blvd.

Tecumseh, ON N8N 2K8

Email: [email protected]))

_ ) ____________________________________________) VINCENZO NIGRO ) 6 Wei I wood Avenue

Toronto, ON M6C 1G9 Email: [email protected]

))

. > .........-____________________________________) BK.JAEK.KIM ) 21:3 Hollywood Avenue

North York, ON M2N 3K8 Email: rff ;[email protected]

))

) ___________________________________________) DR. GORDON CHEUNG) 100-10 Kingsbridge Garden Circle

Mississauga, ON L5R 3K6Email:dr.gordon.cheung@oxfordmedicaIimaging,ca

))

) ___________________________________________) DR. DEEP S. CHATHA) 239-4936 Yonge Street

Toronto, ON M2N 6S3Email: [email protected]





) BY THE ESTATE OF MICHAEL ROHUER

Witness Name:

Witness Name;

WwiessfName:

W'ilness Name:

Witness Name:

Witness Name:

)

)

)

/

)

>)

)

)

)

))

)

)

)

))

)

))

)

)

))

Denise Rohrer, Executrix 223 Kensington filvd. Tecumsch, ON N8N 2K8 Email:

PETER GEORGE160 Mill Street Puce BX86Emeryville, ON NOR ICO Email: pgeorgefi/jlevelgroupltd.com

VINCENZO NJGRQ/6 Wei I wood /yveiuy Toronlo, ON 1G9 Email: vnigro@nigro,ca

DR. JAE K. KIM283 Hollywood AvenueNorth York, ON M2N 30Email: (lr.iac,kimfgHixjbrcln)tfdicaHmauini>.ca

DR. GORDON CHEUNG 100-10 Kingsbridge Garden Circle Mississauga. ON L5R 3K6 EmaiPdr.gordon.chcung^oxfordmedicalimaging.ca

) DR. DEEP S. CHAT HA) 239-4936 Yonge Street



- 15-

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

Witness Name:

) BY THE ESTATE OF MICHAEL ROHRER)) _____________________________________________) Denise Rohrer, Executrix ) 223 Kensington Blvd.

Tecumseh, ON N8N 2K8 Email:

))) __________________________________________) PETER GEORGE ) 160 Mill Street Puce BX86

Emeryville, ON NOR ICO Email: [email protected]

))) __________________________________________) VINCENZO NIGRO ) 6 Wellwood Avenue

Toronto, ON M6C 1G9

) 324-1100 MEMORIAL AVETHUNDER BAY P7B 4A3

Email: [email protected]))) ______________________________________________) DR. GORDON CHEUNG) 100-10 Kingsbridge Garden Circle

Mississauga, ON L5R 3K6 Email:dr,[email protected]

))) ________________________________________________) DR. DEEP S. CHATHA) 239-4936 Yonge Street

Toronto, ON M2N 6S3Email: dr.deep,[email protected]





- 15-


__________________________________ ) __________________________________________Witness Name: ) Denise Rohrer, Executrix

) 223 Kensington Blvd.Tecumseh, ON N8N 2K8 Email:

))

____________________________ )Witness Name: )

)

))

__________________________________ )Witness Name: )

)

)))) DR. JAE K KIM) 283 Hollywood Avenue

North York, ON M2N 3K8 Email: dr,iae.kim@oxfordmedicalimaging-ca

} r) DR. GORDON c(«l|UNG) 100-10 Kingsbridge Garden Circle

Mississauga, ON L5R 3K6Email:[email protected]

))) ______________________________________________

Witness Name: ) DR. DEEP S. CHATHA) 239-4936 Yonge Street

Toronto, ON M2N 6S3Emai 1: [email protected]

Witness Name:

Witness Name:







- 15-


___________________________________ )Witness Name: )

)

))

___________________________________ )Witness Name; )

)

))

___________________________________ )Witness Name: )

)

))

_______________ ;____________ ______ )Witness Name: ) DR. JAEK. KIM

) 283 Hollywood AvenueNorth York, ON M2N 3K8 Email: [email protected]

))) _____________________________________________) DR. GORDON CHEUNG) 100-10 Kingsbridge Garden Circle

Mississauga, ON L5R 3K6Email:[email protected]

!) DR. DEEP S. CHATHA) 239-4936 Yonge Street


Witness Name:

Witness Name:



Denise Rohrer, Executrix 223 Kensington Blvd. Tecumseh, ON N8N 2K8 Email:






SCHEDULE“A”SECURITY

General Security Agreement dated September 30, 2015, granted by Oxford Advanced Imaging Inc.;

Assignment of all shares of Oxford Advanced Imaging Inc.:

(a) A Shuster Medicine Professional Corporation grants:

(i) Limited Recourse Guarantee dated September 29, 2015; and

(ii) Pledge of Securities dated September 29, 2015;

(b) D. Kisselgoff Medicine Professional Corporation grants:



(c) Resolute Medical Corporation grants:



(d) 2464192 Ontario Inc. grants:



(e) 2481668 Ontario Inc. grants:



(f) 2481669 Ontario Inc. grants:

(i) Limited Recourse Guarantee dated September 30,2015; and


(g) D Gill Holding Inc. grants:



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(h) 507 grants:

(i) Limited Recourse Guarantee dated October 30, 2015; and

(ii) Pledge of Securities dated November 5, 2015;

(i) 020BC grants:

(i) Limited Recourse Guarantee dated October 30, 2015; and

(ii) Pledge of Securities dated November 5,2015;

(j) Element Financial Corporation grants:


(ii) Pledge of Securities dated S eptember 3 0, 2015;

(k) . Michael Rohrer grants:



(l) Peter George grants:



(m) Vincenzo Nigro grants:



3. Guarantee in the amount of $4,000,000 dated September 30, 2015, granted by Jae K. Kim;

4. Guarantee in the amount of $4,000,000 dated September 30, 2015, granted by Gordon Cheung;

5. Guarantee in the amount of $4,000,000 dated September 30, 2015, granted by Deep S. Chatha;

6. Guarantee in the amount of $4,000,000 dated September 30, 2015, granted by Davinder Gill;

7. Guarantee (unlimited) dated September 30, 2015, granted by 2481668 Ontario Inc.;

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8. General Security Agreement dated September 30, 2015, granted by 2481668 Ontario Inc.;

9. Guarantee (unlimited) dated September 30, 2015, granted by 2481669 Ontario Ltd.;

10. General Security Agreement dated September 30, 2015, granted by 2481669 Ontario Ltd.;

11. Guarantee (unlimited) dated September 30,2015, granted by D Gill Holding Inc.;

12. General Security Agreement dated September 30, 2015, granted by D Gill Holding Inc.;

13. Guarantee (unlimited) dated September 30, 2015, granted by 2464192 Ontario Inc.;

14. General Security Agreement dated September 30, 2015, granted by 2464192 Ontario Inc.;

15. Postponement and Assignment of Creditors Claim and Postponement of Security dated September 11, 2015 from Level Group Limited;

16. Postponement and Assignment of Creditors Claim and Postponement of Security dated September 11,2015 from HP Eastern Financial Corp.; and

17. Intercreditor Agreement among dated September 25, 2015 among The Toronto- Dominion Bank, Element Financial Corporation and Oxford Advanced Imaging Inc.

29873466.3



COMMERCIAL LIST

THE HONOURABLE ) DAY, THE DAY

) OF AUGUST, 2018

)

BETWEEN:


Applicant

- and -


Respondent


ORDER

THIS APPLICATION by The Toronto-Dominion Bank for an Order for the winding up of

the Respondent pursuant to Section 207 and 209 of the Business Corporations Act (Ontario), for

interim orders for the sale of the business of the Respondent and for the appointment of KPMG Inc.

(“KPMG”) as Sales Officer, and for other relief was brought on this day at 330 University Avenue,

Toronto.

ON READING the Affidavit of Maurice Moffett sworn August HE, 2018 and the

Exhibits thereto, the Application Record of the Applicant, and upon hearing the submissions of

counsel for the Applicant, counsel for the Respondent, and counsel for HI and upon reading the

Consent of the Respondent and the Consent of KPMG to act as Sales Agent:


1. THIS COURT ORDERS that KPMG is hereby appointed as the sales officer (“Sales

Officer”) to carry out a process (the “Sale Process”) for the sale of the assets and business of

Oxford Advanced Imaging Inc. (“OAI”) (the “Property”).

2. THIS COURT ORDERS that the Sales Officer is not and shall not be deemed to be a

receiver as defined in the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the

BIA”) and shall not be required to provide notice of its appointment or any statement or reports


SALES OFFICER’S POWERS

3. THIS COURT ORDERS that the Sales Officer is hereby empowered and authorized,

but not obligated, to act at once in respect of the sale of the Property and, without in any way

limiting the generality of the foregoing, the Sales Officer is hereby expressly empowered and

authorized to do any of the following where the Sales Officer considers it necessary or desirable:

(a) to review and monitor the cash receipts and disbursements of OAI;

(b) to market any or all of the Property including soliciting offers in respect of the

Property or any part or parts thereof and negotiating such terms and conditions of sale as

the Sales Officer in its sole discretion may deem appropriate;

(c) to enter into one or more sales agreements on behalf of OAI for all or any part of

the Property, subject to Court approval;



whatever basis, including on a temporary basis;

(e) 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


(f) to receive the proceeds of any sale of the Property and, subject to further orders of

this Court, to distribute the proceeds of any sale of the Property or any part or parts

thereof to secured creditors, including The Toronto-Dominion Bank (“TD Bank”) and

ECN Financial Inc. (“ECN”), as to the priority of secured creditors’ security and subject

to any inter-creditor or priority agreements as may exist between them;

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

performance of any statutory obligations;

(h) to engage with, meet, communicate and consult with representatives of the

Ministry of Health and Long Term Care ( the “Ministry”), independently from the


License Numbers 5094573, 6991291 and 0092384, including but not limited to the



shall be subject to any liability as a result of such discussions or consultations.

(i) to independently report to, meet with and discuss with each of TD Bank, ECN and

the shareholders of OAI (the “Shareholders”) on a regular basis as the Sales Officer

deems appropriate in order to keep these parties regularly informed on all matters relating

to the Sale Process and to the projected and actual cash flows of OAI, subject to such

term as to confidentiality as the Sales Officer deems advisable; provided however the

Sales Officer shall not be required to follow any recommendations of TD Bank, ECN or

of any Shareholder;

(j) to apply to Court to seek advice and direction with respect to any of the Sales

Officer’s powers or duties as set out in this Order;

(k) be at liberty to engage independent legal counsel or such other persons as the

Sales Officer deems necessary or advisable respecting the exercise of its powers and

performance of its obligations under this Order; and

(l) perform such other duties as are required by this Order or by this Court from time

to time.

and in each case where the Sales Officer 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 OAI and the Shareholders, and without interference from any other Person.

4. THIS COURT ORDERS that the Sales Officer shall not take possession of the Property


business of OAI (the "Business") and shall not, by fulfilling its obligations hereunder, be deemed

to have taken or maintained possession or control of the Business or Property, or any part

thereof.



operator within the meaning of any statute, regulation or rule of law, or equity for any purpose

whatsoever.

6. THIS COURT ORDERS that the Sales Officer shall not have any liability with respect

to any losses, claims, damages or liabilities, of any nature or kind, to any Person from and after



SALE PROCESS

7. THIS COURT ORDERS that the Sales Officer is hereby authorized and directed to


in Schedule "A" attached hereto. Any amendment to or extension of the timelines shall require

the written approval of TD Bank and ECN or an order of the Court.

8. THIS COURT ORDERS that nothing in this Order shall prevent or limit the right of

any Shareholder from bidding or making offers to purchase the Property in accordance with the

terms of the Sale Process.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE SALES OFFICER

9. THIS COURT ORDERS that the Sales Officer shall have unfettered access to any

Property, information or Records (defined below) of OAI as the Sales Officer shall request in its


10. THIS COURT ORDERS that (i) OAI, (ii) all of its current and former directors,

officers, employees, agents, accountants, legal counsel and shareholders, and all other persons

acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,


foregoing, collectively, being "Persons" and each being a "Person") shall forthwith grant

immediate and continued access to the Property and full and complete access to the books and

records including information regarding the Business, the Property and any transactions with

OAI to the Sales Officer to the extent required to perform its duties arising under this Order.

11. THIS COURT ORDERS that upon the Sales Officer's request, all Persons shall provide

to the Sales Officer, or permit the Sales Officer, to make, retain and take away copies of any

books, documents, securities, contracts, orders, corporate and accounting records, and any other

papers, records and information of any kind related to the business or affairs of OAI, 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 grant to the Sales Officer unfettered access to and use of accounting, computer,

software and physical facilities relating thereto, provided however that nothing in this Order shall

require the delivery of Records, or the granting of access to Records, which may not be disclosed

or provided to the Sales Officer due to the privilege of any of the Shareholders (and/or any

corporations or other entities wholly owned by any of the Shareholders) attaching to solicitor-

client communication or due to statutory provisions prohibiting such disclosure.

12. THIS COURT ORDERS that if any Records are stored or otherwise contained on a


provider or otherwise, all Persons in possession or control of such Records shall, upon request by

the Sales Officer, forthwith give unfettered access to the Sales Officer for the purpose of

allowing the Sales Officer 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 Sales Officer in its discretion

deems expedient, and shall not alter, erase or destroy any Records without the prior written

consent of the Sales Officer. Further, for the purposes of this paragraph, all Persons shall provide

the Sales Officer with all such assistance in gaining immediate access to the information in the

Records as the Sales Officer may in its discretion require including providing the Sales Officer

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

with any and all access codes, account names and account numbers that may be required to gain

access to the information.

13. THIS COURT ORDERS that the Sales Officer and its designates shall be entitled to

enter any premises occupied by OAI for the purposes of exercising the Sales Officer's powers

under this Order provided the Sales Officer provides at least 24 hours advance notice to any

affected party.

NO PROCEEDINGS AGAINST THE SALES OFFICER

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

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

except with the written consent of the Sales Officer, as applicable, or with leave of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

15. THIS COURT ORDERS that no proceedings against or in respect of the Respondent or

the Property shall be commenced or continued except with the written consent of the Sales

Officer or with leave of this Court and any and all proceedings currently underway against or in

respect of any of the Respondent or the Property are hereby stayed and suspended pending

further Order of this Court.

16. THIS COURT ORDERS that all rights and remedies against the Respondent or

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

Sales Officer 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 Respondent to carry on any business which

the Respondent was not lawfully entitled to carry on; (ii) exempt the Respondent 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.

FUNDING OF THE SALE PROCESS

17. THIS COURT ORDERS that the Sales Officer for, on behalf of and in the name of the

Respondent, shall be at liberty and is hereby empowered to borrow, from TD Bank or

ECN, by way of a revolving line credit or otherwise, such monies from time to time as it

may consider necessary or desirable for the funding of the business of the Respondent

and for the funding of the Sale Process, in addition to the existing credit facilities

provided by TD Bank and ECN, provided that any excess from the existing limits of

borrowing available to the Respondent from either TD Bank or ECN does not exceed

$500,000 (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 business of the Respondent through

the completion of the Sale Process, exclusive of the fees and disbursements of the Court

officer. The whole of the Property shall be and is hereby charged by way of a fixed and

specific charge (the “Sale Process Borrowings Charge”) as security for the payment of

the monies borrowed, together with interest in charges thereon, in priority to all other

security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in

favour of any person, but subordinate in priority to the Sales Officer’s Charge and the

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

18. THIS COURT ORDERS that neither the Sale Process Borrowings Charge nor any other

security granted by the Sales Officer in connection with its borrowings under this Order shall be


19. THIS COURT ORDERS that the Sales Officer is at liberty and authorized to issue

certificates substantially in the form annexed as Schedule “B” hereto (the “Sales Officer

Certificates”) for any amount borrowed by or pursuant to this Order.

20. THIS COURT ORDERS that the monies from time to time borrowed by the

Respondent through the Sales Officer Certificates pursuant to this Order or any further Order of

this Court and any and all Sales Officer Certificates evidencing the same or any part thereof shall

rank on a pari passu basis, unless otherwise agreed by the holders of any prior issued Sales



21. THIS COURT ORDERS that OAI shall not make any payments on account of

shareholder loans or advance loans to any of the Shareholders, any corporation or entity

associated with any of the Shareholders, or any related third parties until such time as the

indebtedness of OAI to TD Bank and to ECN have been paid in full. Nothing in this provision

shall prohibit payment to a shareholder for professional services rendered in accordance with

usual and customary rates and terms.

SALES OFFICER TO DISTRIBUTE FUNDS

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

of payments received or collected by the Sales Officer in connection with the Sale Process from

one or more sales of the Property and after the making of this Order, shall be paid or distributed

by the Sales Officer to TD Bank and ECN in accordance with their respective priorities,

including pursuant to any inter-creditor or priority agreements as exist between them, in advance

of but subject to a formal distribution order, as and by way of a permanent reduction of the

indebtedness owing by OAI to TD Bank and ECN until such time as that indebtedness has been

paid in full, and then to such other Persons in accordance with any further Order of the Court.

PIPEDA

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

Information Protection and Electronic Documents Act, the Sales Officer 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 Sales Officer, 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 OAI and shall return all other

personal information to the Sales Officer or ensure that all other personal information is

destroyed.

LIMITATION ON THE SALES OFFICER'S LIABILITY

24. THIS COURT ORDERS that the Sales Officer, its officers, directors, employees and

agents, shall incur no liability or obligation as a result of its appointment or carrying out the

provisions of this Order, save and except for any gross negligence or wilful misconduct on its

part. The Sales Officer is an officer of the Court and not a director, officer, agent or employee of

OAI and the Sales Officer shall be entitled to all of the protections afforded an officer of the

Court pursuant to the terms of this Order, and any applicable legislation, at common law or

otherwise.

SALES OFFICER ACCOUNTS

25. THIS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall be

paid their reasonable fees and disbursements by OAI, in each case at their standard rates

and charges unless otherwise ordered by the Court on the passing of accounts, and that

the Sales Officer and counsel to the Sales Officer shall be entitled to and are hereby

granted a charge (the "Sales Officer's Charge") on the Property, as security for such fees

and disbursements, inclusive of fees and disbursements relating to attempts to sell the

Property including costs of KPMG Corporate Finance Inc. and Blake, Cassels & Graydon

LLP relating to the attempted sale of the Property incurred prior to the date of this Order,

and that the Sales Officer’s Charge shall form:

(a) a first charge upon the Property and the proceeds thereof in priority to all security

interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour

of any person for fees and disbursements arising after the making of this Order in

respect of these proceedings, to a maximum of $500,000; and

(b) shall form a third charge upon the Property and the proceeds thereof in priority to

all security interests, trusts, liens, charges and encumbrances, statutory or

otherwise subsequent to the security interests of TD Bank and ECN, for sums

other than as described in paragraph 25(a) hereof.

26. THIS COURT ORDERS that the Sales Officer and counsel to the Sales Officer shall

pass their accounts from time to time before this Court.

GENERAL

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/e-service-

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

protocol/) shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute

an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to

Rule 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of

documents in accordance with the Protocol will be effective on transmission.

28. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Sales Officer, OAI or the Applicant 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 any of OAFs stakeholders at their respective addresses as

last shown on the records of OAI 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.

29. THIS COURT ORDERS that the Sales Officer 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 court, tribunal,

regulatory or administrative body having jurisdiction in Ontario to give effect to this Order and to

assist the Sales Officer and its agents in carrying out the terms of this Order. All courts, tribunals,

regulatory and administrative bodies are hereby respectfully requested to make such orders and to

provide such assistance to the Sales Officer, as an officer of this Court, as may be necessary or

desirable to give effect to this Order or to assist the Sales Officer and its agents in carrying out the

terms of this Order.

31. THIS COURT ORDERS that the Sales Officer 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 Sales Officer 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.


amend this Order on not less than seven (7) days' notice to the Sales Officer 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.

Schedule "A"Oxford Advanced Imaging Inc.

Sale Process — Steps and Timelines

Steps Timelines1. Preparation of Marketing Materials

. developing a list of potential strategic and financial targets in consultation with TD Bank, ECN and the shareholders

• a Sales Teaser

• a Confidential Information Memorandum (CIM)

• preparation of financial forecasts by clinic

• setting up an electronic "Data Room"

1 week from date of this Order

2. Marketing. distributing the teaser and CEM (to

qualified parties who have signed an NDA)

• providing access to the Data Room

responding to inquiries from interested parties

• Provision of draft APA


3. Deadline for receipt of offer(s) in the form ofa markup to the draft form of APA provided

4-5 weeks from date of this Order in the sole discretion of the Sales Officer

4. Review and negotiation of offer(s) 6-7 weeks from date of this Order in the sole discretion of the Sales Officer

Choose successful bidder 6-8 weeks from date of this Order in the sole discretion of the Sales Officer

6. Motion to approve sale(s) As soon as possible following selection of successful bidder

NOTES



3. The Sales Officer reserves the right to accept offer(s) subject to Court approval at any time.

SCHEDULE"B”

SALES OFFICER CERTIFICATE


AMOUNT $_______________________

1. THIS IS TO CERTIFY that KPMG INC., the Sales Officer (the "Sales Officer") of the

assets, undertakings and properties OXFORD ADVANCED IMAGING INC. acquired for, or

used in relation to a business carried on by the Respondent, including all proceeds thereof

(collectively, the “Property”) appointed by Order of the Ontario Superior Court of Justice

(Commercial List) (the "Court") dated the___day of _______ , 20__(the "Order") made in an

action having Court file number__-CL-_______ , has received as such Sales Officer from the

holder of this certificate (the "Lender") the principal sum of $____________, being part of the

total principal sum of $____________which the Sales Officer is authorized to borrow under and



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.


principal sums and interest thereon of all other certificates issued by the Sales Officer 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 Sales Officer to

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




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

Officer 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 Sales Officer to deal

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

the Court.

7. The Sales Officer 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__.

KPMG INC., solely in its capacity as Sales Officer of the Property, and not in its

personal capacity

Per:Name:Title:


Applicant RespondentCourt File No. CV-18-603 3 60-00CL


COMMERCIAL LIST


ORDER



Toronto, ON M5J 2T9

D. Robb English (LSUC # 19862F) Tel: (416) 865-4748 Fax:(416)863-1515



33375190.5

WV 1899836.1


Revi sed: Jamtapy-s.2/13(l) BIA (National Receiver) and-s^-l-0-l-G-JA-(Oirtar4e-}Receiver



COMMERCIAL LIST

THE HONOURABLE =; ) =DAY, THE----------------------------------------------------------------- )JUSTICE —------------------------------------- )--------------------------------- OR

DAY

PLAINTIFF* *

J OF AUGUST. 2018

________________________________________

R E T W F. F, N:


- and -

DEFENDANT

----------BAY

^0=

Plaintiff

Applicant

Defendant


Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS <(ONTARIO! R.S.0.1990. c. B-16. AS AMENDED

ORDER(appointing Receiver)

* The Model Order-Subeemmittee notes that a rec&i-versh-ip-pfoeeedfag may be ceamefleed by action or by application.This model order-is drafted on the basis that-the receivership-preeeeding is commenced by way of an action.

DOCSTOR: 17717t2\9

THIS MOTION made by the Plaintiff3 for a-n-Qrde^^ursuant to section

Bankruptcy and-Imelveney Act, R.S.C. 1985,-e-. B-S-r-as-amei^ded (the "BIA”) and■ seet-iea-4-QI-eT

the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing

[RECEIVER'S NAME] as receiver [afl<i-«a»age.r] (in such capacities, the---ReeeiveN)-with€wt-

securit-y; e-f aU-ef-the-a&sfrtST-undertaldHgs-aH-d-^fepefhes-e-f [DEBTOR:'-S-NAMEj -(t-he-N^ebtor")

aeqm-re4—feii—er—ttseh—m—rela-heH—te—a—business—cafr-i-ed—en—hy—fee—Debtor,—was-

heafeAPPLICATION bv The Toronto-Dominion Bank for an Order for the winding up of the

Respondent pursuant to Section 207 and 209 of the Business Corporations Act ('Ontario^ for

interim orders for the sale of the business of the Respondent and for the appointment of KPMG

Inc. ('“KPMG”! as Sales Officer, and for other relief was brought on this day at 330 University

ON READING the affidavit Affidavit of [NAME-fMaurice Moffett sworn [DATE] August

and the Exhibits thereto, the Application Record of the Applicant, and eaupon hearing

the submissions of counsel for [NAMES], no one appeariag-for [NAME] although duly ser-ved-as-

appears from fee-affidavit of service-of [NAME] sworn [DAT6]-and on reading the coasent-of--

[RECEIVER'S NAME-]-to-act as the Reeeiver.-the Applicant, counsel for the Respondent, and

counsel for 11111. and upon reading the Consent of the Respondent and the Consent of KPMG to act

as Sales Agent:

SERVICE

-It------ THIS COURT ORDERS -feat-the time for-serviee of the Notice of Mfe-ion-and fee-Mat-ioa-

is hereby abridged and validated^ so that feis-motion is properly returnable-to day and hereby

dispenses with further service thereof.


U fe-THIS COURT ORDERS that pursuant to section 213(1) of the BIA and section 101

of the CJA, [RECEIVER'-S-NAME] is hereby-appointed Receiver, without security, of all of the

assets, undertakings and-properties of the Debtor-acquired for, or used in relation-to a business-

carried on by- the Debtor, including all proeeed-s—thereof (the -"P-reper-tv-KPMG is herebys-Section 243(1) of the BIA-provides that the Court may appoint- a receiver "on applicat-ien-Ey-a-seeared creditor".s4Eservice is effected in a manner otherthan-as authorized by the- Ontario Rules- of Civil-Pr&eedure, an order

vaM4ating irregular service is required-pursuant to Rule 16.08 of \he-R-ulcs of -Givil Pr&eedura and may be graftted-in appropriate circumstances.-

WV 1899S36 1

—3—

appointed as the sales officer f“SaIes Officer”) to carry out a process ("the “Sale Process”") for the

sale of the assets and business of Oxford Advanced Imaging Inc. (“OAI”) tthe “Property”!

2^ THIS COURT ORDERS that the Sales Officer is not and shall not be deemed to be a

receiver as defined in the Bankruptcy and Insolvency Act. R.S.C. 1985. c. B-3. as amended (the

BIA”1 and shall not be required to provide notice of its appointment or anv statement or reports


REGEIVER’-SALES OFFICER’S POWERS

3. THIS COURT ORDERS that the Reeei-verSales Officer is hereby empowered and

authorized, but not obligated, to act at once in respect of the sale of the Property and, without in

any way limiting the generality of the foregoing, the ReceiverSales Officer is hereby expressly

empowered and authorized to do any of the following where the Recei verSales Officer considers

it necessary or desirable:

(a) to take possession of and exercise control over the Property and -any-and-a-ll-

proceeds.review and monitor the cash receipts and disbursements arising

out of or from the-Propertvof OAT:

(b) to receive, preserve, and protect the Property, or any part or parts thereof,

including, but not limi-ted-t-o-,-the-&hangiflg-e-f4ee-k-s-and-security-e-e4es^-the-r-elee-at-ing-of

Property to safeguard it, the engaging of independent-secura-t-y-^e-r-soRnel-, the- talcing of

physical inventories and the placement-ef such insurance-coverage as-may-be necessary or

desirableimarket anv or all of the Property including soliciting offers in respect of the

Property or anv part or parts thereof and negotiating such terms and conditions of sale as

the Sales Officer in its sole discretion mav deem appropriate:

(c) to manage-,-operate, andr -eaFFy on the business of the Debtor, including the powers

to enter into anyone or more sales agreements, incur any obligations in the ordinary

course of business, cease to carry on behalf of OAI for all or any part of the busines-sr-o^

cease to perform anv-contracts of the-DebtorPropertv. subject to Court approval:



WV 1 899836.1

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

Receivef^-pewers-and duties, including without limitation those conferred by this Order;

-to purchase or lease such

premises-or-ether-assets to continue the business of the Debtor-or any part

(f) ----to -reeei-ye-afld-celkct-aH ^nonies and accounts now owed or hereafter

owing to the Debtor and to ex-ercise-all remedies—e^-th^-Pebtor—in

collecting such- m-ORie&r-i-neluding—without -lim-itation,--to-e-nfor-ce—any-

seeu-i-ity-h-e-ld by the Debtor;

(g) --- te-se-ttierextend-e^compf&m-is&-any4i:tdebtedness owing to the Debtor;

(h) --- to execute, assign, issue and-ender-se-documents of whatever nature in

respect of any of the Property- wheth-er-in-t-l^^^-eivef^SHaame or in the

name- and-e-n-behaM-e-f the Debtor, for any purpose pursuant to this Order;

(i) --- to-■■■inM-ate, prosecute and continue the prosecution of any and all

proceedings- -and - -to defend—all proceedings now pending or-faereafter-

institu-ted-with respect to the Debtor, the Propert^f-er-4he-ReGei-vef,-and-to-

settle—or—eompr-emi.se any such proceedingsr4 The authority -hereby

conveyed shall extend to such -appeal-s-or applications for judicial review

in respect-ef-any-er-der or judgment pronounced in-a^^-neh proceeding;

0------ to-mark-et- any or all of the Property, includi-ng-ad-veft-i-si-ng-and-soliciting

offers in respect of the Property-er-am'-paft-erârts-thereo-f-and negotiating

such terms -and-e-o-nditions of sale as the Receiver in its discretion-may

deem- appr-epr-iatet

(k)------te-se-Hj-e-onveyT-tr-anêrr-lease-or-a-ssign the Property or any part or parts

thereof out of the ordinary course of business;

4-Thi-s-medeL order does not include spedfie-autheHty-pemitt-mg-the-Receivent-e-eithe-r-fil-e-an-assi-pment-ift-bankruptcy on behalf of-the-BebtefêMe-ee-ftsent to the making ofâ-baakr-uptcy order against the Debtor. Abankruptcy may have the effect of altering-the-priorities among-creditors,-and-tberefore the ■specific authority-of-the-Court should be sought if the Recei ver-wishes to take one of these steps.

WV 1899836.1

5-

(i) —without the approval of this Court in respect of any transaction not

exceeding- $ , provided that the aggregate consideration

for all such transactions does not exceed $ ; and

(ii) —w-ith-the-a-pprov-al -of-4his-Qo-urt-inrespect of any transaction in

which the purchase price or the aggregate purchase priee-ex-eeeds-

the applicable amount set out in the preceding clause;

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

Personal Property Security Act, [or section 31 of the Or&xm-Q-M&rimages

Act, as the case may be.]g-sh-ail—ne^-be- required, and in each-case- the

Ontario Bidk-Sales- -apply.-

Cei (ff-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


to receive the proceeds of anv sale of the Property and, subject to further orders of

this Court, to distribute the proceeds of anv sale of the Property or anv part or parts

thereof to secured creditors, including The Toronto-Dominion Bank ('“TP Bank”') and

ECN Financial Inc. f“ECN”l as to the priority of secured creditors’ security and subject

to anv inter-creditor or priority agreements as may exist between them:

fgf to take anv steps reasonably incidental to the exercise of these powers or the

(iA to engage with, meet, communicate and consult with representatives of the

Ministry of Health and Long Term Care ( the “Ministry”"), independently from the


License Numbers 5094573. 6991291 and 0092384. including but not limited to the


& If the Receiver will-be dealing wbth-assete-i-B-et-her-preyinees,-cons-ider adding references to applicable statutes inot-ber-pfevinces.--I-f-thi&-is-doBe, those-statotes-must-be-rev-iewed - to- en sure thaMhe-Receiver-is exempt from or canbe exempted-frem such notice periods, and further that the Ontario Court has--the jupisdieUen-to-grant such anexemption.

WV 1899836.1


shall be subject to anv liability as a result of such discussions or consultations.

frfrt-to independently report to, meet with and discuss with such affected Persons

(as defined b&low-Vas the Receivereach of TD Bank. ECN and the shareholders of OAI

ithe “Shareholders’^ on a regular basis as the Sales Officer deems appropriate in order to

keep these parties regularly informed on all matters relating to the Property and the

receivership, and ■to-shar&-mformationSale Process and to the projected and actual cash

flows of OAT, subject to such terensterm as to confidentiality as the ReceiverSales Officer

deems advisable: provided however the Sales Officer shall not be required to follow anv

recommendations of TD Bank. ECN or of anv Shareholder:

(a)------to register a-eopy-of-thi-s-Qrder and any other Orders in respect of the

Property -against title to any of the P-ropertyt

(jl fe)-to apply fca-any-permits, licenee-s-approvals or permission-s as- may-be required

by-any-govemmental author-ity and any renewals -ther-eef for and on behalf of and, if

thought desirable-bv the Receiver, in the-name-of the Debtor-:to Court to seek advice and

direction with resnect to anv of the Sales Officer’s powers or duties as set out in this

Order:

(p) ------to enter into agreements with any trustee in bankruptcy appointed in

respect of the Deb-ter,- -including, witho-ut-limiting the generality of t-he-

foregoing, t-he-ability-te-enter into- occupation -agreements for any property-

owned or leased by the Debtor;-

(q) ------to exercise any- shareholder, partnership, joint venture or other rig-hts-

wh-ieh-the Debtor may haveyand

tkl (r) to take am-- steps reasonably incidental to the exercise of these-po-wers or-the

performance of anv statutory ohligations.be at liberty to engage independent legal counsel

or such other persons as the Sales Officer deems necessary or advisable respecting the

exercise of its powers and performance of its obligations under this Order: and

WV 1 8998^6 1

0 perform such other duties as are required bv this Order or bv this Court from time

to time.

and in each case where the Receivers ales Officer 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 OAI and the BebterShareholders. and without interference from any other

Person.

£ THIS COURT ORDERS that the Sales Officer shall not take possession of the Property


business of OAI ithe "Business"! and shall not, bv fulfilling its obligations hereunder, be deemed

to have taken or maintained possession or control of the Business or Property, or anv part thereof.



operator within the meaning of anv statute, regulation or rule of law, or equity for anv purpose

whatsoever.

fL THIS COURT ORDERS that the Sales Officer shall not have anv liability with respect

to anv losses, claims, damages or liabilities, of anv nature or kind, to anv Person from and after



SAT E PROCESS

i THIS COURT ORDERS that the Sales Officer is hereby authorized and directed to


in Schedule "A" attached hereto. Anv amendment to or extension of the timelines shall require

the written approval of TD Bank and ECN or an order of the Court.

L THIS COURT ORDERS that nothing in this Order shall prevent or limit the right of anv

Shareholder from bidding or making offers to purchase the Property in accordance with the terms

of the Sale Process.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVERSALES OEFTCER

WV 1 899836 1

&

THIS COURT ORDERS that the Sales Officer shall have unfettered access to anv

Property, information or Records fdefined below") of OAI as the Sales Officer shall request in its


10. 4^THIS COURT ORDERS that (i) the DebtorOAI. (ii) all of its current and former

directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other

persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,


foregoing, collectively, being "Persons" and each being a "Person") shall forthwith--a4vi-se-the-

Receiver of the existence of any Property-m-sueh-^P-er-sen-'s-pessessien-er—eeatreh-shall grant

immediate and continued access to the Property te-4he-Receiver, and shall deliver all such

Property to the Receiver upen-the-Reee-iver's-r-eq-uest—and full and complete access to the books

and records including information regarding the Business, the Property and anv transactions with

OAT to the Sales Officer to the extent required to perform its duties arising under this Order.

UL St-THIS COURT ORDERS that upon the Sales Officer's request, all Persons shall

forthwith-advise the Receiver of the-ex-i-steneeprovide to the Sales Officer, or permit the Sales

Officer, to make, retain and take awav copies of any books, documents, securities, contracts,

orders, corporate and accounting records, and any other papers, records and information of any

kind related to the business or affairs of the DebtorOAI. 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 controlr-and-shal-l -pro-vlde-to

the-Reeeiver or permit the Recei-v-&F-te- mak©rfetain-afl4-ta-ke away copies thereof and grant to the

ReceiverSales Officer 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-4-ef this Order shall require the delivery of Records, or the granting of access to

Records, which may not be disclosed or provided to the R.eceiverSales Officer due to the

privilege of anv of the Shareholders fand/or anv corporations or other entities wholly owned bv

anv of the Shareholders^ attaching to solicitor-client communication or due to statutory

provisions prohibiting such disclosure.

12± 6t-THIS COURT ORDERS that if any Records are stored or otherwise contained on a


provider or otherwise, all Persons in possession or control of such Records shall, upon request bv

WV 1 899836.1

the Sales Officer, forthwith give unfettered access to the Reeej-vefSales Officer for the purpose of

allowing the Rec-ei-verSales Officer 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 ReceiverSales

Officer in its discretion deems expedient, and shall not alter, erase or destroy any Records

without the prior written consent of the Receiver. Sales Officer. Further, for the purposes of this

paragraph, all Persons shall provide the ReceiverSales Officer with all such assistance in gaining

immediate access to the information in the Records as the ReceiverSales Officer may in its

discretion require including providing the ReceiverSales Officer with instructions on the use of

any computer or other system and providing the ReceiverSales Officer with any and all access

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

information.

IL 7t-THIS COiiRT-QRB-E-RS that the Receiver shall provide each of the relevarri-l-and-lerds

with notice of the Receiver’s intention-to-remove-any-fi-xtures-frerrHinydea-sed-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^eased-pr-cm-i-ses-to observe such removal and, if the

landlord dfsput-es-the Receivers--entitlement to remeve-any such fixture under the- pro-visions of

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

applicable sec-ur-ed-ereditors, such, landlord and the Receiver^-o-r-by-ferther Order of-tes-Gour-t-

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

secured creditors.COURT ORDERS that the Sales Officer and its designates shall be entitled to

enter anv premises occupied bv OAI for the purposes of exercising the Sales Officer's powers

under this Order provided the Sales Officer provides at least 24 hours advance notice to anv

affected party.

NO PROCEEDINGS AGAINST THE RECEIVERSALES OFFICER

JJL &-THIS COURT ORDERS that no proceeding or enforcement process in any court or

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

Officer except with the written consent of the ReceiverSales Officer, as applicable, or with leave

of this Court.

NO P-ROCEEDING-S-AGA-INST THE DEBTOR OR THE PROPERTYEXERCTSE OF RIjQHXS-QR REMEDIES

WV 1S99RS6 1

15. ft-THIS COURT ORDERS that no against or in respect of the

RebtofRespondent or the Property shall be commenced or continued except with the written

consent of the ReceiverSales Officer or with leave of this Court and any and all

Proceedingsproceedings currently under wavunderwav against or in respect of anv of the

OehterRespondent or the Property are hereby stayed and suspended pending further Order of this

Court.

NO EXERCISE-QF-RfGHTS OR REMEDIES

IfL -tO^THIS COURT ORDERS that all rights and remedies against the Debtor, the

Receiver-Respondent or affecting the Property^ are hereby stayed and suspended except with the

written consent of the ReceiverSales Officer or leave of this Court, provided however that this

stay and suspension does not apply in respect of any -“eligible financial contract-” as defined in

the BIA, and further provided that nothing in this paragraph shall (i) empower the Receiver or the

DebtorRespondent to carry on any business which the Debtor isRespondent was not lawfully

entitled to carry om; (ii) exempt the Reeei-ver-or the DebtorRespondent 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 interests or (iv) prevent the registration

of a claim for lien.

NO INTERFERENCE WITH THE RECEIVERFUNDING OF THE SALE PROCESS

UL Wt-THIS COURT ORDERS that no-Person-shall-discontinue, fail to honour, alter,

interfere with, repudiate, terminate-or-eease to-perforra-any-Hghi,-renewabrigfedrceBtract,

agreement, licence or permit in-favour-o-f-er-held-by -the-Debtor, without-written-e-OH-seni-

of the Receiver or leave of this Court.the Sales Officer for, on behalf of and in the name

of the Respondent, shall be at liberty and is hereby empowered to borrow, from TD Bank

or ECN. bv wav of a revolving line credit or otherwise, such monies from time to time as

it mav consider necessary or desirable for the funding of the business of the Respondent

and for the funding of the Sale Process, in addition to the existing credit facilities

provided bv TD Bank and ECN. provided that anv excess from the existing limits of

borrowing available to the Respondent from either TD Bank or ECN does not exceed

$500.000 for such-greater amount as this Court mav bv further Order authorize! at anv

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

time as it mav arrange, for the purpose of funding the business of the Respondent through

44-

the completion of the Sale Process, exclusive of the fees and disbursements of the Court

tv shall be and is hereby charged hv wav of

specific charge fthe “Sale Process Borrowings Charge’’^ as security for the payment of

the monies borrowed, together with interest in charges thereon, in priority to all other

security interests, trusts, liens, charges and encumhranc£S^_statutorv or otherwise, in

fayp-itLQf anv person, but subordinate in priority to the Sales Officer’s Charge and the

charges as set out in Sections 14.06(74. 81.4r4> and 81 of the BIA.

CONTINUATION OF SERVICES

JJL THIS COURT ORDERS that neither the Sale Process Borrowings Charge nor anv other

security granted hv the Sales Officer in connection with its borrowings under this Order shall he


JJL 4JL-THIS COURT ORDERS that all Persons having oral or written agreements with the

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

without limitation- -all-computer software,-eemm^tHH-eatj-e-n and other data ser-vic-esr-eenteali-zed ■

ban-hi-ng-services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until f-urther-■ -Q-L'4ei^-ot-this Court from discontinuing, atteriugr

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 centinued-use of the Debtor’s-eui^ent-

telephone numbers, facsimile numbers, internet addresses and domain names, provided in each

case-that the normal prices or charges for all such goods or serv-iees reeeived-after the- date of this

Order are paid by ■ the -Receiver -in- -ae-e-erdan-ee-wi th normal payment practices of the Debtor or

saeh-ether practices as may be agreed upon by-the suppl-ier or service providep-and-the-JReeefvery-

or as may be ordered by thi-s -Geurfe—the Sales Officer is at liberty and authorized to issue

certificates substantially in the_fprm_annexed as Schedule “B” hereto ithe “Sales Officer

Certificates”! for anv amount borrowed bv or pursuant to this Order.

2U THIS COURT ORDERS that the monies from time to time borrowed bv the

Respondent through the Sales Officer Certificates pursuant to this Order or anv further Qrdemf

this Court and anv and all Sales Officer Certificates evidencing the same or anv pari, thereof shall

rank on a pari passu basis, unless otherwise agreed hv the holders of anv prior issued Sales


WV 1899S36.1

42


ZL THIS COURT ORDERS that OAI shall not make anv payments on account of

shareholder loans or advance loans to anv of the Shareholders, anv corporation or entity

associated with anv of the Shareholders, or anv related third parties until such time as the

indebtedness of OAI to TD Bank and to ECN have been paid in full. Nothing in this provision

shall prohibit payment to a shareholder for professional services rendered in accordance with

usual and customary rates and terms.

RECEIVERS ALES OFFICER TO HOLBDISTRIBUTE FUNDS

22. 4C-THIS COURT ORDERS that all funds, monies, cheques, instruments, and other

forms of payments received or collected by the Reeei-ver-fromSales Officer in connection with

the Sale Process from one or more sales of the Property and after the making of this Order-feom-

any-seurce whatsoever, including without limitation the sale-ofkri-l-er any of the Property and the

eo-lleet-ien of any accounts recei-vab-le4n whole or in part, whethe-r-4n-e?v-istenee-e-R-the -d-ate-eh-this-

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

opened by the Receiver-{4he ’’Post Receivership Accounts")-and-the m-oni-es-standin-g-to the credit

of-suc-h 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,.

shall be paid or distributed bv the Sales Officer to TD Bank and ECN in accordance with their

respective priorities, including pursuant to anv inter-creditor or priority agreements as exist

between them, in advance of but subject to a formal distribution order, as and bv wav of a

permanent reduction of the indebtedness owing bv OAI to TD Bank and ECN until such time as

that indebtedness has been paid in full, and then to such other Persons in accordance with any

further Order of thisthe Court.

EMPLOYEES

4L—-THIS COURT ORDERS-that all. employees of the Debtor-shall remain the employees of

the Debtor- un-tif-such time as the Receiver, -on the Debtor's behalf, may terminate the employment

of such employees:—The Receiver - shall - not be liable for any employee related liabilities,

including any suceesse^employer liabilities as provided-fer-is-seetion 14.06(1.2) of the BIA,

ether-t-han such amounts as the R&eew-e^m-ay-spee^fical-ly-agfee-in-writing to pay^-e-r-in-respeet-oT

WV 1899836.1

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

Program-Aet-.-

-43-

PIPEDA

23L 4^-THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the ReeeiverSales Officer 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 Ree&ive-rSales Officer.

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-

PektofrOAI and shall return all other personal information to the Reeeiver.Sales Officer or

ensure that all other personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

46t----- THIS CQURT-Q-RPERS-that nothing herein- eonta-ined-shall--require-the Receiver to

e€&upy -6r-te-t-ak&-eontrol, care, charge, possessi-en-or-ma-n-ag&m-enTfseparately and/or colleet-i-velyv-

"Possession")-of any of the Property that might-be envi-r-enm-ent-ally -c-entafninat©drmight-be- a-

pollutantof-a-eontaminant, or might cause or contribute to-a-spil-hr-di-seharge^elease-or-deposit of

a—substance contrary to---any—federal, provincial or other law respecting the protection,

conservation, -enhancement, remediation or-■rehabilitation- o-f-the^environment or relating to the

disposal—of waste—or other centamination—including, without limitation, -the—Ganadian

Environmental Protection Act, the Ontario Emw-enmental Protection Act, the Ontario Water

Reseureos Act, or the Ontario Occupational Health and Safety Act and regulations thereunder

(the -Environmental Legislation")-,-p-rov-id-ed-hewever that nothing herein shall--ex-empt-the-

Receiver from any duty-te -report or make disclosure imposed by -apphoab-le-Envire-Hmental

Legislation: -The-Receiver shall not, as a result of this Order- nr■ anyt-hing-done -i-n-pursuance of the

WV 1899836.1

u

Reeei-v&i-s-d-uties and--pew-ers under this Order, be deemed to -be m--Pes6es-sien-e#-any--6f-4h^-

Property withi-H4he meaning of any Environmefrtal-L-ogislation, unless it is actually in possession.

LIMITATION ON THE RECEIVERS ALES OFFICER'S LIABILITY

24. 4-7t-THIS COURT ORDERS that the -R-eeeiveFSales Officer, its officers, directors.

employees and agents, 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 \be JV-age-Earvier Protection Program-Aet. Nothing-ffl-tMs-Q-rder-shall derogate

feem. The Sales Officer is an officer of the Court and not a director, officer, agent or employee of

OAT and the Sales Officer shall be entitled to all of the protections afforded the-Reoeiver by

section 1 LOfi -oL the BIA or bv anv otheran officer of the Court pursuant to the terms of this

Order, and anv applicable legislation, at common law or otherwise.

RECEIVER'SSALES OFFICER ACCOUNTS

25. 4-S^THIS COURT ORDERS that the ReceiverSales Officer and counsel to the

ReceiverSales Officer shall be paid their reasonable fees and disbursements bv OAI. in

each case at their standard rates and charges unless otherwise ordered by the Court on the

passing of accounts, and that the Reeei-verSales Officer and counsel to the ReceiverSales

Officer shall be entitled to and are hereby granted a charge (the ’’ReceiverSales Officer’s

Charge") on the Property, as security for such fees and disbursements, both before and

after the ma-kir>^-o£4his Order in-respeet of these proceedingsinclusive of fees and

disbursements relating to attempts to sell the Property including costs of KPMG

Corporate Finance Inc, and Blake. Cassels & Gravdon LLP relating to the attempted sale

of the Property incurred prior to the date of this Order, and that the Receiver'Sales

Officer’s Charge shall form;

.(.a). a first charge enupon the Property and the proceeds thereof in priority to all

security interests, trusts, liens, charges and encumbrances, statutory or otherwise,

in favour of any P-e-rsenr-but subject to sections-1A .06f7-)T-8-l-r1{-1-),-aad-8-l-6(-2) of

WV 18Q9S36.1

the BIA.6 person for fees and disbursements arising after the making of this Order

in respect of these proceedings, to a maximum of $500.000: and

Wt-----

shall form a third charge upon the Property and the proceeds thereof in priority to

all security interests, trusts, liens, charges and encumbrances, statutory or

otherwise subsequent to the security interests of TD Bank and ECN. for sums

other than as described in paragraph 25(a) hereof.

2tL THIS COURT ORDERS that the Receiv-er-and-4t-s4egalSales Officer and counsel to the

Sales Officer shall pass ifetheir accounts from time to time, and for this purpose the accounts of

the-Reeeiver and its legal counsel are-herehy-referred to a judge of the Commercial- List o-f-the■

OntaH-e-S-u-peHor-€ourt of Justice.

----- TIfl-S GQl-JR^QRDERS that ■prior-to-t-he-pa-ssiag of its accounts, the Receiver- shall- be at

liberty from tim-e-t-o time to apply reasonable-amounts, out of the monies in it& hands—ag-ainst-its-

fees and disbursements-,-meteding legal fees and disbursements, incurred at the standard r-ates and-

eharges-ef the Receiver--e^-ks counsel, and sue-h amounts-sha-ll-eenstitute advanees-agaiB-st-fe-

remuneration and disbursements when-and as approved by-this-GeurtT

FUNDING OF THE-REC-EIVERSHIP

34r----- THIS COURT ORDERS that the-Receiver be at liberty and-4t4s--hereby--empowered to

borrow4^i-^va^f--ef a revolving-eredit or otherwise, ■sueh-m-em-es from time to time as it-ma-y

consider necessary or desirable, provided-that-the outstanding principal-am&unt--dees-net-ex6eed-

$ (or such greater amount-as4his Court may by-tohe-FQr-der authorize) at any time, at

sueh-rate-or rates-ef interest as it deems advisable for such period or- periods of time as it may

arrange, for the purpose of funding tfee-exereise of the powers -and duties conferred upon the

Receiver by this Order, includingdnterim expenditures. The whele of the Property shall be-and-is-

hereby char-ged-by way of a fixed and specific charge (the "Receiver's Borrowings Charge-") as-

security for the payment of the-moni-es- -borrowed, together-with ■m-terest-and charges thereon, in

priority to all-seeanty interests, trusts-,-liens,-eharges and encumbrances-statutoiyM?i^he^4se—m-

6 Note-feat subsection 243(6) of the-BIA-provides that the Comt may-netmake-saefe an order ’’unless it is satisfiedthat the--secered creditors who would be roateFta-lly affected by tfoe-er-der were given-reasonable notice and anopportunity to make representations".

-45-

WV 1899836.1

fovonf-e-f any Person, but subordinate-m-priofky-te-tk-e-Receiver’s Charge and-the-e-harg&s- -a&-se-t-

out m-see-tions -844(4), and 81.6(2) of the BIA-.

----- THIS COURT ORDERS that neither-the-Receiver's Borrowings Charge nor any other

seeitfriy-granted by the Receiver in connection with its borrowings-m-der-t-his Order shall be

enfefeed^wkfeetttTeave of this Court:

34;----- THIS COURT ORDE-RS-feat the Receiver is at liberty and a-uth-eri-z-ed-to-i-ss-ae certificates

substefttially in the form-aanexed-a-s-Schedule "A" herct-e-ffee-'^Receiver’s Certificates") for any

amouHt borrowed by it pursuaat-te-tbis-OFdefT

34t----- THIS- -GQHRT-QRBERS that the monies frem-4i-me to time borrowed by the Receiver

pursuant -te-t-his-Qrder or any further ord&r-ef-t-his Court and any and all Receiver’s Certificates

evidencing the saiBe-er-any-part thereof shall rank on a pari-pms-u- basis- -unless otherwise agreed

t-e-by4he-Ii(4defs-e-f any prior issued-Receiv&r's-Certificates. before this Court.

CFNFRAT

SERVICE AND NOTICE

27. 34t-THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

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

documents made in accordance with the Protocol (which can be found on the Commercial List

website at

http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service-protocol/) shall be

valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for

substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule

3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents in

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

Case Website-shall be established in-accordance with the Prot-eeel—with-the following URL

T2R. 34—THIS COURT ORDERS that if the service or distribution of documents in

accordance with the Protocol is not practicable, the ReceiverSales Officer. OAI or the Applicant

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.

-44-

WV 1S99836.1

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

courier, personal delivery or facsimile transmission to the Debtor's creditors or ot-her interested-

partiesanv of OAI’s stakeholders at their respective addresses as last shown on the records of the-

SebterOAI 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. 2^-THIS COURT ORDERS that the ReceiverSales Officer may from time to time

apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

----- THIS-COURT ORDERS that-ne-thin-g-in this Ord-er-s-ha-H-preveBt-the-Receiver-from-acting

as-a-trustee in bankruptcy of the Debtor.

20. 39t-THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Ganada-er in the United StatesOntario to

give effect to this Order and to assist the Reeeiv&r-Sales Officer and its agents in carrying out the

terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby

respectfully requested to make such orders and to provide such assistance to the ReceiverSales

Officer, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to

assist the Rec-ei-verSales Officer and its agents in carrying out the terms of this Order.

1L 34ATHIS COURT ORDERS that the ReeeiverSales Officer 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 ReceiverSales Officer 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.

34t----- THIS COURT ORDERS■ -fcat-the-Pfai-Rt-iff shall have its costs of thi-s-moti-6nrup to and

including ent-ry-and service of this Order, provided- -for-by the terms of the Plaintiffs security or,

if not so-provi-dedby the Plaintiffs security, then-■on-a-substantkTmdemni ty basis to be paid by

the Receiver- ■ fr-em-the-Bebtor' s estate with such priority and at such-time as-this Court may

determine.

-42-

WV 1899836.1

-t-8-


amend this Order on not less than seven (7) days' notice to the Ree-eiverSales Officer 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.

WV 1899836.1

DOCSTOte«7W43» Sche nle "A"

Oxford Advanced Imaging Inc.Sale Process — itens and Timelines

Stens . ........ .•• ■

L Preoaration of Marketins Materials ' ‘ ■ 1'week-'fnoTn,,'db.te‘of this Order-’V/".'. de\elnpincr a list of notential strategic and .t .* v - t rfv’.‘‘S, l‘*"r ^** /M wtfcW’i.i'.f 'i*vv '5' L . r * t \ s *• 4 l**" ' ll to, '-.<1<' • ct 4 . - ^v,. 4 ^ ^ xl - it f ' Myv.;1- '

‘ ^ . i.4 i ^ '■ * '■*'** J, *■ ’ Wl>ir''

‘'vr t \

• >,*. * 1 ;

^ i;t -v!-'..IV ^/J f1'1 , r-'1' ■' '' ’^¥‘'

^Viv'y.t' * ii'SJtf.? <* •• * * ■ , Jfcx f.■ ■ 'V '■■■■■

financial tarsets in consultation-'with TDRank. F.CN and the shareholders

• a Confidential Information Memorandum *

£CM1

• nrenaration of-firiancial forecasts b\-clinic •

• settins ud an electronic "Data Room"

'3 w’eeks'ftbm date.dfthisIOrdef. distributina the teaser and CIM fto

it i 9 , Af'rMl'.xiAfi , j.-U.'SP'i>-■ ■ ■' ■■'»••. .... ••

-J' -x;>>:-x . .■■.

► : ► 'uy-xs ■■■-;;.... ■ ■

. ' '^V. '•1 11 \ >> \M 4 •,

" qualified parties who have signed an NDA!.*• - * 1 ■ ’> ■ ' \ vAvi w-ji jA*

.• urovidineaccess.td the.Data Room: --Vf*'i, ' ,t ’ ' V "v1;*

resnondihs to inauiries'frofn' 'interested, V ' 'V, V‘ ■ ", V , 't'f

• Provision of draft AP.A .

3. Deadline for receibt of offerfs'l in the form ofa markun to the draft form of APA nro\ ided 1 * 11 ' • ; /<,• . 1 . M

4- Review and neeotiation of offertst • ■ ’ < fii-7--weeks..-frdtrii*date-ofrffKis -Order in the -sole. ’ ' < * , < . * j • h'Q r- ■■' ~ '■■■■^ . ■' ■■

5. ' 'Choose successful, bidder 6-8 -week S', .from ? d’al e :of- -th i s' 'Order/‘in ■’ the- . sol et f 1 , V 1 t ■* _ * i" r i ' ' iV’ 1i ’ i ' 11 / '5 ).y,

* **«’’’■'...... 1 1 . '..... f ' A .■*'* . AV <

discretion of the’Sales Officer '.. ./ , . - " -.V" . ‘x . ; ,

6... \fotion to aonroxe sa'le'fsV: . <w ' v'»■ -■ " rV*r'h;\-,■. /- *« k.'/’ / _ ■,:

NOTES



3. The Sales Officer reserves the right to accept offerfst subject to Court approval at anvtime.

a-b

SCHEDULE "A^l

rfgej^ersales OFFICER CERTIFICATE


AMOUNT $_______________________

1. THIS IS TO CERTIFY that FRECEIVER'S NAME1KPMG INC., the receiverSales

Officer (the "ReceiverSales Officer"") of the assets, undertakings and properties [DEBTOR'S

NAMFTOXFORD ADVANCED IMAGING INC, acquired for, or used in relation to a

business carried on by the BebterRespondent. including all proceeds thereof (collectively, the

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

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

number__-CL-_______ , has received as such Reeei-ve-rSales Officer from the holder of this

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

sum of $____________ which the ReceiverSales Officer is authorized to borrow under and



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.


principal sums and interest thereon of all other certificates issued by the ReceiverSales Officer

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

ReceiverSales Officer to indemnify itself out of such Property in respect of its remuneration and

expenses.




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

Reeeivei-Sales Officer 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 ReceiverSales Officer

to deal with the Property as authorized by the Order and as authorized by any further or other

order of the Court.

7. The ReceiverSales Officer 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__.

r-RECEIV-ER'S -NAMF.1KPMG INC., solely in its capacityas ReeeiverSales Officer of the Property, and

not in its personal capacity

Per:Name:Title:

33381163.1

- and -iTHE TORONTO-WOMTNTON BANK- j ■ ■

[Appl leant

■swiMmmemiit,fttlWlS

- and - OXFORnAnVANCKI) IMAGING TNC.

•-* '"^Respondentr‘g‘ r. Cniirt File Nn: CV-18-60336(W)0CI,

ONTARIOSTTPERTOR COURT OF JUSTTCR

COMMFiRGT Ar , F/IST

Proceedings cOmmericed- al Toronto

ORPER ^

AIRD & BEREIS LLP- L^irrisI.erSiTrtid-'Soli'citors. :

JQJtobb ICin?lish tbSUC fiJvmiF)

• ‘ . . j, '''"'V • 'J 01:7416^865-4748 . ,

. . - . -

' fFnx- r41fit 86^1515

S'asteips^fcs^S^teisiBi..-'Vir .■

WV 18998S6.1

Lawyers for The Toronto-Dominion Bank '

33375190S

Court File No.


COMMERCIAL LIST

BETWEEN:


Applicant

- and -


Respondent


CONSENT

The undersigned, KPMG Inc., hereby consents to the appointment of KPMG Inc. as Sales

Officer to carry out a process for the sale of the assets and business of Oxford Advanced Imaging

Inc., pursuant to the provisions of Section 207 and 209 of The Business Corporations Act,

(Ontario) R.S.O. 1990, C. B-16, as amended, and the terms of an order substantially in the form

filed in the above proceeding.

DATED at Toronto, this 15th day of August, 2018.

KPMG INC.

Name: Anamika Gadia Title: Senior Vice-President

THE TORONTO-DOMENION BANK - and - OXFORD ADVANCED IMAGING INC.

Applicant RespondentCourt File No.


COMMERCIAL LIST


CONSENT



Toronto, ON M5 J 2T9


Email: ren gli [email protected]


33439373.1


TAB 6I



COMMERCIAL LIST

BETWEEN:


Applicant

- and -


Respondent


SERVICE LIST (updated as of August 14, 2018)

TO: AIRD & BERLIS LLPBrookfield Place181 Bay Street, Suite 1800Toronto, ON M5J 2T9

D. Robb EnglishTel: 416-865-4748 Fax:416-863-1515 Email: [email protected]

Kyle PlunkettTel: 416-865-3406 Fax:416-863-1515 Email: [email protected]

Lawyers for the Applicant, The Toronto-Dominion Bank



AND TO:

AND TO:

AND TO:

WILSON VUKELICH LLP60 Columbia Way, 7th Floor Markham ON L3R 0C9

Andy Ayotte Tel: 905-944-2960 Fax: 905-940-8785 Email: [email protected]

Christopher CaruanaTel: 905.944.2952 Fax: 905.940.8785 Email: ccaruana@,wvllp.ca

Lawyers for Element Fleet Management Corp. (Formerly Element Financial Corporation

WILSON VUKELICH LLP60 Columbia Way, 7th Floor Markham ON L3R 0C9

Ronald McKennaT 905.944.2400 F 905.940.8785 Email: [email protected]

Lawyers for Oxford Advanced Imaging Inc.

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

Ross W. Francis Tel: 416.941.8802 Email: [email protected]

Milton DavisTel: 416.860.6901 Email: [email protected]

Lawyers for Dr. Gordon Cheung, Dr. Davinder Gill, Dr. Deep Chatha





AND TO:

AND TO:

AND TO:

DENTONS CANADA LLPToronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0A1

Robert (Rob) J. KennedyTel: 416-367-6756 Fax: 416-863-4592 Email: [email protected]

Lawyers for KPMG Inc.

THE TORONTO-DOMINIONTD Bank Tower, 66 Wellington Street West,39th Floor, Toronto, Ontario M5K 1A2

Maurice MoffettTel: 416 308-3913 Fax:416 982-7710 Email: [email protected]

KPMG INC.Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Anamika Gadia Neil Blair Michael LevineT: 416 777 3842 M: 416 303 6231Email: [email protected]; [email protected]: [email protected]

The Proposed Sales Officer






AND TO: MINISTRY OF HEALTHAND LONG-TERM CARENegotiations and AccountabilityManagement Division1055 Princess StreetPO Box 168 Stn MainKingston, ON K7L 5V1

Pauline Ryan - DirectorTel: (613)548-6637Fax: (613)548-6734Email:

AND TO: OXFORD ADVANCED IMAGING INC.4936 Yonge Street, Suite 239Toronto, ON M2N 6S3

Dr. Jae K. KimEmail: dr.iae.kimfo),oxfordmedicalimaging.ca

AND TO: 2481668 ONTARIO INC.1100 Memorial AvenueSuite 324Thunder Bay, ON P7B 4A3

Dr. Jae K. KimEmail: dr.i ae.lcim(2),oxfordmedicalimaging.ca

AND TO: 2481669 ONTARIO LTD.10 Kingsbridge Garden CircleUnit 100Mississauga, ON L5R 3K6

Dr. Gordon CheungEmail: dr.gordon.cheung®,oxfordmedicalimaging.ca

AND TO: D GILL HOLDING INC.1355 Outram AvenueLaSalle, ON N9J 0B2

Dr. Davinder GillEmail: [email protected]


AND TO: 2464192 ONTARIO INC.79 Dawlish AvenueToronto, ON M4N 1H2

Dr. Deep ChathaEmail: dr.deep.chatha@,oxfordmedicalimaging.ca

AND TO: A SHUSTER MEDICINE PROFESSIONAL CORPORATION201 Kusznier CrescentThunder Bay, ON P7B 6K4

Dr. Anatoly ShusterEmail: [email protected]

AND TO: D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION350 Summerhill DriveThunder Bay, ON P7B 7B9

Dr. Dmitry David KisselgoffEmail: kisel3144@,vahoo.com

AND TO: RESOLUTE MEDICAL CORPORATION25 Sheppard Avenue West, Suite 1100Toronto, ON M2N 6S6

Dr. Vladislav MiropolskyEmail: [email protected]

AND TO: 2487507 ONTARIO INC.50 Claxton Blvd.Toronto, ON M6C 1L8

Eldar Lev-AryEmail: [email protected]

AND TO: 1054020 B.C. LTD.130-400 Burrard StreetVancouver, British ColumbiaV6C 3A6

Dr. Harjinder John Singh Bining Email: [email protected]





AND TO: ELEMENT FLEET MANAGEMENT CORP. (FORMERLY ELEMENT FINANCIAL CORPORATION)161 Bay Street, Suite 3600Toronto, ON M5J 2S1

Stephen D. Rotz/Steve SandsEmail:

AND TO: BY THE ESTATE OF MICHAEL ROHRERDenise Rohrer, Executrix223 Kensington Blvd.Tecumseh, ON N8N 2K8

J. Mark SkipperEmail: skinner®,therightcall.ca

AND TO: PETER GEORGE160 Mill Street Puce BX86Emeryville, ON NOR ICOEmail: nseorae®levelsrounltd.com

AND TO: VINCENZO NIGRO6 Wellwood AvenueToronto, ON M6C 1G9Email: vnigro@,niaro.ca

AND TO: DR. JAE K. KIM283 Hollywood AvenueNorth York, ON M2N 3K8Email: dr.iae.kim®oxfordmedicalimagina.ca

AND TO: DR. GORDON CHEUNG100-10 Kingsbridge Garden CircleMississauga, ON L5R 3K6Email: dr. gordon.cheung®oxfordmedicalimaging.ca

AND TO: DR. DEEP S. CHATHA239-4936 Yonge StreetToronto, ON M2N 6S3Email: dr. deen. chatha®,oxfordmedicalimaging. ca

AND TO: DR. DAVINDER GILL48 Mulgrave StreetBrampton, ON L6P 3H3Email: dr.dan. gill®oxfordmedicalimaging.ca

AND TO:

AND TO:

AND TO:

SIEMENS HEALTHCARE LIMITED1577 North Service Road East Oakville, ON L6H 0H6

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

Diane WintersTel: 416-973-3172 Fax:416-973-0810 Email: [email protected]

MINISTRY OF FINANCE (ONTARIO) LEGAL SERVICES BRANCH 11-777 Bay Street Toronto, ON MSG 2C8

Kevin J. O’HaraTel: 416-327-8463Fax: 416-325-1460Email: [email protected]



E-MAIL DISTRIBUTION LIST

[email protected]; [email protected]; [email protected]; [email protected];nblair@,kt)mg.ca; michaellevine@,kpmg.ca; [email protected]; [email protected]; rmckenna@,wvllp.ca; [email protected]; [email protected]; [email protected];dr.iae.kim@,oxfordmedicalimaging.ca; [email protected];dr.dan.gill@,oxfordmedicalimaging.ca; dr.deer>[email protected]; [email protected];[email protected]; [email protected]; dr.laurence.kadoch@,oxfordmedicalimaging.ca;[email protected]; skipper@,therightcall.ca; [email protected]; [email protected];[email protected]; kevin.ohara@,fin.gov.on.ca

33461534.1



















Court File No. CV-18- CV-18-603360-00CL


Applicant Respondent


COMMERCIAL LIST


APPLICATION RECORD (Returnable August 29,2018)



Toronto, ON M5J 2T9D. Robb English (LSUC # 19862F)Tel: (416) 865-4748 Fax: (416) 863-1515 Email: [email protected]

Kyle Plunkett (LSUC # 61044N)Tel: (416) 865-3406 Fax: (416) 863-1515 Email: [email protected]

Lawyers for The Toronto-Dominion Bank33428219.1

