ONTARIO - KPMG · Oakville, ON L6H OH6 Luc Lavoie [email protected] Darcy Osborne [email protected] ADAIR GOLDBLATT BIEBER LLP 95 Wellington

BETWEEN:

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

ONTARIO SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

THE TORONTO-DOMINION BANK

Applicant

- and -

OXFORD ADVANCED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O.1990, c. B-16, AS AMENDED

Date: November 12, 2018

TO: SERVICE LIST

36385362_ 1 JNATDOCS

MOTION RECORD (Returnable November 20, 2018)

DENTONS CANADA LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K 0Al

Robert Kennedy (LSO # 474070) Tel: (416) 367-6756 Fax: ( 416) 863-4592 [email protected]

Jordan Schultz (LSBC # 508066) Tel: 1 (604) 691-6452 [email protected]

Lawyers for KPMG Inc., in its capacity as Court-appointed Sales Officer



(COMMERCIAL LIST)

BETWEEN:


Applicant

- and -

OXFORD ADV AN CED IMAGING INC.

Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

SERVICE LIST (updated as of November 12, 2018)

TO: DENTONS CANADA LLP Toronto Dominion Centre 77 King St. W., Suite 400 Toronto, Ontario M5K 0Al

Robert Kennedy Tel: (416) 367-6756 Fax: ( 416) 863-4592 [email protected]

Jordan Schultz Tel: 1 (604) 691-6452 [email protected]

Lawyers for KPMG Inc.in its capacity as Court-appointed Sales Officer

36343315_2[NATDOCS

AND TO:

AND TO:

AND TO:

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

D. Robb English Tel: (416) 865-4748 Fax: (416) 863-1515 [email protected]

Kyle Plunkett Tel: (416) 865-3406 [email protected]

- 2 -

Lawyers for the Applicant, The Toronto-Dominion Bank

BLAKES, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto, ON M5L 1A9

Chris Burr Tel: ( 416) 863-3261 Fax: (416) 863-2653 [email protected]

Michael Stevenson Tel: ( 416) 863-2458 [email protected]

Lawyers for Oxford Advanced Imaging Inc.

WILSON VUKELICH LLP 60 Columbia Way, 7th Floor Markham, ON L3R 0C9

Andy Ayotte Tel: (905) 944-2960 Fax: (905) 940-8785 [email protected]

Christopher Caruana Tel: (905) 944-2952 [email protected]

Lawyers for Element Fleet Management Corp. (Formerly Element Financial Corporation)

36343315_2INATDOCS

AND TO:

AND TO:

AND TO:

AND TO:

WILSON VUKELICH LLP 60 Columbia Way, 7th Floor Markham, ON L3R OC9

Ronald McKenna Tel: (905) 944-2400 Fax: (905) 940-8785 [email protected]

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Lawyers for Oxford Advanced Imaging Inc.

FOGLER, RUBINOFF LLP 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, ON M5K 1 GS

Ross W. Francis Tel: (416) 941-8802 [email protected]

Milton Davis Tel: (416) 860-6901 [email protected]

Lawyers for Dr. Gordon Cheung, Dr. Davinder Gill, Dr. Deep Chatha

KPMGINC. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Anamika Gadia Tel: (416) 777-3842 Fax: (416) 303-6231 [email protected]

Neil Blair [email protected]

Michael Levine [email protected]

Court-appointed Sales Officer

2481668 ONTARIO INC. 1100 Memorial Avenue, Suite 324 Thunder Bay, ON P7B 4A3

Dr. Jae K. Kim [email protected]

36343315_2INATDOCS

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

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2481669 ONTARIO LTD. 10 Kingsbridge Garden Circle, Unit 100 Mississauga, ON L5R 3K6

Dr. Gordon Cheung [email protected]

D GILL HOLDING INC. 1355 Outram Avenue LaSalle, ON N9J 0B2

Dr. Davinder Gill [email protected]

2464192 ONTARIO INC. 79 Dawlish Avenue Toronto, ON M4N 1H2

Dr. Deep Chatha [email protected]

A SHUSTER MEDICINE PROFESSIONAL CORPORATION 201 Kusznier Crescent Thunder Bay, ON P7B 6K4

Dr. Anatoly Shuster [email protected]

D. KISSELGOFF MEDICINE PROFESSIONAL CORPORATION 350 Summerhill Drive Thunder Bay, ON P7B 7B9

Dr. Dmitry David Kisselgoff [email protected]

RESOLUTE MEDICAL CORPORATION 25 Sheppard Avenue West, Suite 1100 Toronto, ON M2N 6S6

Dr. Vladislav Miropolsky [email protected]

2487507 ONTARIO INC. 50 Claxton Blvd. Toronto, ON M6C 118

Eldar Lev-Ary [email protected]

36343315_2INATDOCS

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

AND TO:

1054020 B.C. LTD. 13 0-400 Burrard Street Vancouver, BC V6C 3A6

- 5 -

Dr. Harjinder John Singh Bining hi [email protected]

BY THE ESTATE OF MICHAEL ROHRER Denise Rohrer, Executrix 223 Kensington Blvd. Tecumseh, ON N8N 2K8

J. Mark Skipper [email protected]

PETER GEORGE 160 Mill Street Puce BX86 Emeryville, ON NOR !CO

[email protected]

VINCENZO NIGRO 6 Wellwood Avenue Toronto, ON M6C 1G9

[email protected]

DR. JAE K. KIM 283 Hollywood Avenue North York, ON M2N 3K8

dr.i [email protected]

DR. GORDON CHEUNG 100-10 Kingsbridge Garden Circle Mississauga, ON LSR 3K6

[email protected]

DR. DEEPS. CHATHA 239-4936 Yonge Street Toronto, ON M2N 6S3

[email protected]

DR. DA VIND ER GILL 48 Mulgrave Street Brampton, ON L6P 3H3

[email protected]

36343315_2[NATDOCS

AND TO:

AND TO:

AND TO:

AND TO:

- 6 -

SIEMENS HEALTHCARE LIMITED 1577 North Service Road East Oakville, ON L6H OH6

Luc Lavoie [email protected]

Darcy Osborne [email protected]

ADAIR GOLDBLATT BIEBER LLP 95 Wellington Street West, Suite 1830 Toronto, ON M5J 2N7

Simon Bieber Tel: (416) 351-2781 Fax: (647) 689-2059 [email protected]

Nathaniel Read-Ellis Tel: (416) 351 2789 [email protected]

Lawyers for Resolute Medical Corporation D. Kisselgojf Medicine Professional Corporation and A. Shuster Medicine Professional Corporation

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 Winters Tel: (416) 973-3172 Fax: (416) 973-0810 diane. [email protected]

MINISTRY OF FINANCE (ONTARIO) LEGAL SERVICES BRANCH 11-777 Bay Street Toronto, ON MSG 2C8

Kevin J. O'Hara Tel: (416) 327-8463 Fax: (416)325-1460 [email protected]

36343315_2INATDOCS

AND TO:

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MINISTRY OF HEAL TH AND LONG-TERM CARE Negotiations and Accountability Management Division 105 5 Princess Street PO Box 168 Stn Main Kingston, ON K7L 5Vl

Pauline Ryan - Director Tel: 1 (613) 548-6637 Fax: 1 (613) 548-6734

36343315_2INATDDCS

Email List

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; diane. winters@j ustice. gc .ca; [email protected]. on.ca; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]

36343315_2JNATDOCS

INDEX

INDEX

Document Tab

Notice of Motion dated November 12, 2018 1

First Report of the Sales Officer dated November 12, 2018 2

Appendix "A": Affidavit of Maurice Moffett of TD Bank sworn August 17, 2018 A (without exhibits)

Appendix "B": Sales Process Order dated August 29, 2018 B

Appendix "C": Bidding Procedures Letter C

Appendix "D": redacted Asset Purchase Agreement between GNMI and the Sales D Officer

Confidential Appendix"!": Summary of the Bids 1

Confidential Appendix "2": unredacted Asset Purchase Agreement between GNMI 2 and the Sales Officer

Draft Order 3

Blackline to Model Approval and Vesting Order 4

36385362_ 1 INATDOCS

TAB 1

BETWEEN:



(COMMERCIAL LIST)


Applicant

- and-


Respondent


NOTICE OF MOTION (Returnable November 20, 2018)

KPMG Inc. ("KPMG"), in its capacity as the Court-appointed sales officer (the "Sales

Officer") to carry out a process for the sale of the assets and business of Oxford Advanced

Imaging Inc. ("OAI"), will make a motion to a judge presiding over the Ontario Superior Court

of Justice (Commercial List) (the "Court") on November 20, 2018, at 10:00 a.m., or as soon

after that time as the motion may be heard, at 330 University Avenue, Toronto, Ontario.

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

THE MOTION IS FOR:

1. An Order, substantially in the form attached hereto as TAB 3 to the Motion Record, for

the following relief (the "Approval and Vesting Order"):

36363800_61NATDOCS

1

- 2 -

(a) abridging the time for service of the Notice of Motion herein, Motion Record and

First Report ofKPMG, in its capacity as Sales Officer, dated November 12, 2018

(the "First Report") so that this Motion is properly returnable on November 20,

2018, and dispensing with further service thereof;

(b) approving and authorizing the transaction (the "Transaction") contemplated by

the asset purchase agreement between KPMG, in its capacity as Sales Officer, and

2659428 Ontario Inc. (the "Purchaser") dated October 25, 2018 (the "Asset

Purchase Agreement"), which forms Confidential Appendix "2" to this First

Report;

(c) ordering that the bid summary which forms Confidential Appendix "1" to the

First Report, and Confidential Appendix "2" to the First Report, be sealed from

the public record;

( d) approving the First Report and the activities of the Sales Officer as described

therein; and

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

deems just.

THE GROUNDS FOR THE MOTION ARE:

Background

I. On application by the Toronto-Dominion Bank ("TD Bank"), KPMG was appointed as

Sales Officer by order (the "Sales Process Order") of the.Court made August 29, 2018;

2. Pursuant to the Sales Process Order, the Sales Officer is authorized to (inter alia):

36363800_61NATDOCS

2

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(a) market and solicit bids for the assets and business of OAI (collectively, the

"Property");

(b) enter into one or more sale agreements on behalf of OAI for all or any part of the

Property, subject to Court approval; and

( c) apply for a vesting order or other orders necessary to convey the Property to a

purchaser or purchasers thereof, free and clear of any liens or encumbrances

affecting such Property,

all in accordance with the sales process attached as Schedule "A" to the Sales Process

Order (the "Sales Process");

Sale Process

3. Capitalized terms not otherwise defined in this section are as defined in the Sale Process

Order;

4. Following the approval of the Sale Process, the Sales Officer implemented the Sale

Process as follows:

(a) compiled a list of prospective purchasers that would have an interest in acquiring

the Property, in consultation with TD Bank, ECN and the Shareholders;

(b) prepared and distributed an initial offering summary (the "Sales Teaser") to 169

prospective purchasers. The Sales Officer also published an advertisement in the

Globe and Mail regarding the Sale Process;

36363800_61NATDOCS

3

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(c) prepared a non-disclosure agreement ("NOA") and distributed a copy of the NDA

to each prospective purchaser that requested a copy. In total, the Sales Officer

received 68 executed NDAs from prospective purchasers who wished to

participate in the Sale Process ( collectively, the "Qualified Bidders");

(d) prepared and distributed a confidential information memorandum (the "CIM") to

the Qualified Bidders;

(e) prepared the electronic data room (the "Data Room") and assisted in organizing,

compiling and reviewing the information to be included in the Data Room in

order to facilitate due diligence by the Qualified Bidders;

(f) prepared and uploaded to the Data Room a template asset purchase agreement

(the "APA"); and

(g) prepared and distributed a bidding procedures letter to the Qualified Bidders

setting out the requirements in submitting a bid pursuant to the Sales Process (the

"Bidding Procedures Letter");

5. The Sales Officer received seven bids ( collectively, the "Bids") prior to the bid deadline

of October 15, 2018 (the "Bid Deadline");

36363800_6JNATDOCS

4

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6. Following the Bid Deadline, the Sales Officer reviewed and evaluated the Bids in order

to identify and determine a successful bidder (the "Successful Bidder"). The Sales

Officer considered several factors in evaluating the Bids which included, without

limitation:

(a) compliance with the Bidding Procedures Letter;

(b) the financial and contractual terms of the bid;

( c) the certainty of consummating the proposed transaction; and

(d) the likelihood of obtaining consent from the Ministry of Health and Long-Term

Care to transfer OAI's independent health facilities licences;

7. Following some negotiation, the Sales Officer determined that the bid submitted by the

Purchaser was the best bid received. On or about October 25, 2018, the Sales Officer

notified the Purchaser it had been selected as the Successful Bidder. Following the

selection of the Successful Bidder, the Sales Officer notified the other bidding parties that

their bids had been rejected;

8. In accordance with the Sales Process Order, the Sales Officer requires court approval of

the Transaction and the Asset Purchase Agreement. Additionally, as part of the Asset

Purchase Agreement, the Purchaser requires an approval and vesting order to transfer

OAI's right, title and interest in the assets free and clear of the required encumbrances;

9. The Sale Process was conducted in a commercially reasonable manner and the market

was extensively canvassed with the sale opportunity. The marketing initiatives

36363800_61NATDOCS

5

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implemented by the Sales Officer concentrated on parties that could demonstrate

alignment with the Property and that had the industry knowledge;

10. The Sales Officer is of the view that:

(a) the Sale Process was fair and transparent. All reasonable requests for information

and meetings with the Sales Officer during the Sale Process were satisfied; and

(b) the Transaction and Asset Purchase Agreement is beneficial to the OAI

stakeholders as a whole as it represents the highest and best offer;

11. TD Bank and ECN were consulted and kept apprised of the Sale Process and further TD

Bank supports the granting of the Approval and Vesting Order;

12. The Sales Officer believes it is appropriate for the Bid Summary and the unredacted

Asset Purchase Agreement to remain confidential and made subject to a sealing order

given the commercially sensitive terms of such information; and

13. Such further and other grounds as counsel may advise and this Honourable Court may

permit.

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE

HEARING OF THE MOTION:

1. The First Report of KPMG, in its capacity as Sales Officer dated November 12, 2018,

filed; and

2. Such further and other material as counsel may advise and this Honourable Court may

permit.

36363800_61NATDOCS

6

DATE: November 12, 2018

TO: SERVICE LIST

36363800_61NATDOCS

-7-

DENTONS CANADA LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K OAl

Robert Kennedy (LSO # 474070) Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected]


Lawyers for KPMG Inc., in its capacity as Court-appointed Sales Officer

7

THE TORONTO-DOMINION BANK - and-

Applicant

36363800_6JNATDOCS

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


Respondent


(COMMERCIAL LIST)

PROCEEDING COMMENCED AT TORONTO

NOTICE OF MOTION (Returnable November 20, 2018)

DENTONS CANADA LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K 0AI

Robert J. Kennedy (LSO # 474070) Tel: (416) 367-6756 Fax: (416) 863-4592 [email protected]

Jordan Schultz (LSBC # 508066) Tel: I (604) 691-6452 [email protected]

Lawyers for KPMG Inc., in its capacity as Courtappointed Sales Officer

00

TAB2



(COMMERCIAL LIST)

IN THE MATTER OF THE WINDING UP OF OXFORD ADV AN CED IMAGING INC.

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16

FIRST REPORT OF KPMG INC. in its capacity as SALES OFFICER OF OXFORD ADV AN CED IMAGING INC.

November 12, 2018

9

- 2 - 10

TABLE OF CONTENTS

I. INTRODUCTION ............................................................................................................. .4

II. PURPOSE OF THIS FIRST REPORT .......................................................................... .4

III. OUTCOME OF THE SALE PROCESS ......................................................................... 5 Prior Marketing Efforts ........................................................................................................ 5 Details Relating to the Sale Process ..................................................................................... 5 The Successful Bid .............................................................................................................. 9 Sales Officer's View of the Sales Process and the Asset Purchase Agreement ................ 12 Sealing Order ..................................................................................................................... 13 Discussions with the MoH-Transfer of the IHF Licences ............................................... 13

IV. THE SALES OFFICER'S OTHER ACTIVITIES ....................................................... 14

V. CONCLUSION ................................................................................................................ 15

- 3 -

LIST OF APPENDICES

Appendix A - Moffett Affidavit

Appendix B - Sale Process Order

Appendix C - Bidding Procedures Letter

Appendix D - Redacted Asset Purchase Agreement between the Purchaser and the Sales Officer

11

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I. INTRODUCTION

1. The Toronto-Dominion Bank ("TD Bank") filed an application (the "Application") before

the Ontario Superior Court of Justice (Commercial List) (the "Court") for interim relief

pursuant to sections 207 and 209 of the Business Corporations Act, (Ontario) for, among

other things, an order for the sale of the assets and business of Oxford Advanced Imaging

Inc. ("OAI") and for the appointment of KPMG Inc. ("KPMG") as Sales Officer (as

defined below). A copy of the affidavit (without exhibits) of Maurice Moffett of TD Bank

sworn August 17, 2018 in support of the Application (the "Moffett Affidavit") is attached

as Appendix "A" herein, the Sales Officer's First Report to the Court dated November 12,

2018 (the "First Report").

2. The Application was heard on August 29, 2018 and on the same date, the Court granted an

Order (the "Sale Process Order") which, among other things, appointed KPMG as the

sales officer (the "Sales Officer") to carry out a process (the "Sale Process") for the sale

of the assets and business of OAI (the "Property"). A copy of the Sale Process Order is

attached as Appendix "B" herein.

3. The Property consists of all the assets, undertakings and properties acquired for, or used in

relation to OAI's diagnostic imaging clinics. The operations ofOAI consist of two clinics,

one is located in Mississauga, Ontario and the other one is located in Ajax, Ontario.

4. Capitalized terms not defined herein shall have the meanings set out in the Sale Process

Order.

II. PURPOSE OF THIS FIRST REPORT

5. The purpose of this First Report is to:

a. Update this Honourable Court with respect to the outcome of the Sale Process;

b. Provide this Honourable Court with the necessary information to support the granting

of an Approval and Vesting Order (the "Approval and Vesting Order") approving

the sale transaction (the "Transaction") contemplated by an asset purchase agreement

between the Sales Officer and 2659428 Ontario Inc. o/a Greater Niagara Medical

Imaging (the "Purchaser") dated October 25, 2018 (the "Asset Purchase

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Agreement") and vesting in the Purchaser, OAl's right, title and interest in and to the

assets described in the Asset Purchase Agreement (the "Purchased Assets"); and

c. Update this Honourable Court with respect to the other activities of the Sales Officer

and request approval of the Sales Officer's activities as set forth in this First Report.

6. Unless otherwise stated, all monetary amounts contained herein are expressed in Canadian

dollars.

7. The information contained in this First Report has been obtained from the books and

records and other information of OAI. The accuracy and completeness of the financial

information contained herein has not been audited or otherwise verified by the Sales

Officer, and the Sales Officer does not express an opinion or provide any other form of

assurance with respect to the information presented herein or relied upon by the Sales

Officer in preparing this First Report.

III. OUTCOME OF THE SALE PROCESS

Prior Marketing Efforts

8. Prior to the Sales Officer's appointment, OAI undertook a sale and marketing process for

the Property, with the assistance ofKPMG Corporate Finance Inc. ("KPMG CF").

9. As part of the prior marketing process, KPMG CF prepared marketing materials including

a comprehensive list of potential interested parties, a teaser letter, a confidential

information memorandum and an electronic data room, in consultation with OAI (the "Pre

Appointment Sale Process").

I 0. Details regarding the Pre-Appointment Sale Process are set out in the Moffett Affidavit.

As set out in that affidavit, KPMG CF implemented a robust sale process; however, the

Pre-Appointment Sale Process failed to complete a transaction for the sale of the Property.

Details Relating to the Sale Process

11. The Sale Process Order empowered and authorized the Sales Officer to:

a. 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;

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b. Enter into one or more sales agreements on behalf of OAI for all or any part of the

Property, subject to Court approval; and

c. Apply for any vesting order or other orders necessary to convey the Property or any

part of parts thereof to a purchaser or purchasers thereof, free and clear of any liens or

encumbrances affecting such Property.

12. The Sale Process Order authorized and directed the Sales Officer to carry out a Sale Process

for the Property in accordance with the steps and timelines set forth in Schedule "A" to the

Sale Process Order. The Sale Process contemplated the following initial steps and

timelines, subject to any variation by the Sales Officer with the written approval of TD

Bank and ECN Financial Inc. ("ECN"):

a. Preparation of marketing materials - I week from the date of the Sale Process Order;

b. Marketing - 3 weeks from the date of the Sale Process Order;

c. Deadline for receipt of offers - 4 to 5 weeks from the date of the Sale Process Order;

d. Review and negotiation of offers- 6 to 7 weeks from the date of the Sale Process Order;

e. Chose successful bidder - 6 to 8 weeks from the date of the Sale Process Order; and

f. Motion to approve sale - as soon as possible following selection of the successful

bidder.

No party appeared in Court to object to the Sale Process.

13. Following the granting of the Sales Process Order, the Sales Officer immediately

commenced its efforts to implement the Sale Process. The Sales Officer reviewed and

updated the list of potential interested strategic and financial parties that had been prepared

by KPMG CF as part of the Pre-Appointment Sale Process and sought the input of TD

Bank, ECN and the shareholders of OAI (the "Shareholders") on additional parties that

should be approached.

14. The Sales Officer prepared an outreach email which included an overview of the Sale

Process and the Property (the "Sales Teaser"), and attached a form of Non-Disclosure

Agreement (the "NDA") to be executed by parties interested in participating in the Sale

Process.

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15. The Sales Officer also worked to update the confidential information memorandum (the

"CIM") and the previously developed electronic data room (the "Data Room") with

updated financial and other information.

16. The Sales Officer's counsel, Dentons Canada LLP ("Den tons"), prepared a template asset

purchase agreement, which was included in the Data Room.

17. Beginning on September 7, 2018, the Sales Officer sent out the Sales Teaser and NDA to

approximately 169 parties by email. The Sales Officer also published an advertisement in

the Globe and Mail regarding the Sale Process.

18. 68 parties expressed an interest in participating in the Sale Process and provided the Sales

Officer with an executed NDA. The interested parties that executed an NDA and who the

Sales Officer determined had a reasonable prospect of completing a transaction were

deemed a qualified bidder (a "Qualified Bidder"). All 68 parties were deemed to be

Qualified Bidders and the Qualified Bidders were provided with the CIM and a letter (the

"Bidding Procedures Letter") acknowledging receipt of the executed NDA and setting

out the timing and procedures for conducting due diligence and submitting a final binding

bid (a "Bid"). Qualified Bidders were granted access to the Data Room, upon request. A

copy of the Bidding Procedures Letter is attached as Appendix "C" herein.

19. The Bidding Procedures Letter established a deadline for receipt of Bids on or before 5:00

pm (Eastern Time) on October 15, 2018 (the "Bid Deadline").

20. The Bidding Procedures Letter set out the requirements for submission of a Bid. A Bid

had to be delivered prior to the Bid Deadline and had to include, amongst other things, the

following:

a. A blackline asset purchase agreement, without conceptual comments, against the

template asset purchase agreement provided in the Data Room;

b. An irrevocable offer letter that addresses and conforms to the guidelines set out in

Appendix 2 of the Bidding Procedures Letter;

c. Confirmation, including supporting documents satisfactory to the Sales Officer, of a

financial commitment for all required funding or financing;

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d. The Application for Consent to Transfer a Licence ( a form produced by the Ministry

of Health and Long-Term Care (the "MoH")) with Part II of the form duly completed

in its entirety and executed by the Qualified Bidder for each of the Independent Health

Facilities Licences (the "IHF Licences").

e. The Bid must be accompanied by a refundable deposit (the "Deposit") in the form of a

wire transfer, payable to the Sales Officer, in trust, in an amount equal to I 0% of the

total consideration in the Bid;

f. No conditions based upon:

i. the outcome of unperformed due diligence by the Qualified Bidder;

ii. obtaining financing; and/or

iii. any other approvals including regulatory approvals, other than approvals

required from the MoH; and

g. Evidence of authorization and approval from the Qualified Bidder's board of directors

( or comparable governing body).

The Bidding Procedures Letter indicates that the Sales Officer may waive compliance with

any one or more of the requirements set out above.

2 I. The Sales Officer received seven Bids by the Bid Deadline (collectively, the "Bids"). Five

of these Bids included an asset purchase agreement, in a form consistent with the template

asset purchase agreement, and satisfied some or all of the bid requirements set out in the

Bidding Procedures Letter. Two Bids were in the form of a letter with an indication of

interest and did not include an asset purchase agreement or any of the other requirements.

A summary of the Bids will be provided to the Court as Confidential Appendix "1" (the

"Bid Summary").

22. Following the Bid Deadline, the Sales Officer and Dentons reviewed and evaluated the

Bids. In reviewing the Bids, the Sales Officer considered a number of factors including,

compliance with the Bidding Procedures Letter, the financial and contractual terms of the

Bid and the certainty of consummating the proposed transaction including the likelihood

of obtaining consent from the MoH to transfer the !HF Licences.

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23. On or about October 25, 2018, following the review of the Bids and negotiations with the

leading Qualified Bidder, the Sales Officer selected a winning bid (the "Successful Bid").

The Successful Bid was determined to be the Bid submitted by the Purchaser (the

"Successful Bidder"). The Successful Bid was the only Bid that complied with all of the

requirements set out in the Bidding Procedures Letter.

24. After selection of the Successful Bid, the Sales Officer notified the other Qualified Bidders

that they were not the Successful Bidder and requested wire transfer instructions to return

the Deposits provided by those Qualified Bidders. Upon receipt of the wire transfer

instructions, the Sales Officer returned the Deposits of Qualified Bidders that were not

selected as the Successful Bidder.

The Successful Bid

25. Capitalized terms not defined in this section of the First Report shall have the meaning

ascribed to them in the Asset Purchase Agreement.

26. The Sales Officer and the Purchaser finalized the terms of the Successful Bid and executed

the Asset Purchase Agreement on October 25, 2018. A copy of the Asset Purchase

Agreement redacted to remove commercially sensitive terms is attached as Appendix "D"

herein. An unredacted copy of the Asset Purchase Agreement is Confidential Appendix

"2", which will be filed with the Court separately.

27. The shareholders of the Purchaser are Dr. Keyur Shah ("Shah") and Dr. Nirav Patel

("Patel"). Shah and Patel are the sole shareholders, directors and managing principals of

GNMI Inc. GNMI Inc. or its related entities hold 16 IHF licences and operate eleven IHF

diagnostic imaging clinics in good standing throughout Ontario and have successfully

acquired other clinics and obtained consent from the MoH for the related IHF license

transfers. Shah and Patel are both licenced in the area of diagnostic radiology and have the

necessary qualifications for computed tomography (CT) and magnetic resonance imaging

(MRI).

28. The principal terms of the Asset Purchase Agreement are set out below, however, an

interested person should review the Asset Purchase Agreement in its entirety. The

17

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Purchaser will acquire on an "as is, where is basis", the following assets related to the

Business:

a. All diagnostic medical equipment and other tangible property;

b. All medical supplies;

c. All Accounts Receivables;

d. The IHF Licenses;

e. The Premises Leases;

f. The Assigned Contracts;

g. The goodwill of the Business;

h. All pre-paid expenses and deposits related to the Purchased Assets (other than deposits

paid to suppliers of OAI);

i. The Software; and

j. The Books and Records.

29. The Excluded Assets are as follows:

a. Cash and cash equivalents;

b. Any rights of OAI to tax refunds or credits;

c. The Excluded Contracts:

d. The shares and other interests or capital of OAI;

e. The tax records and insurance policies of OAI;

f. Any claim of OAI to reimbursement under any insurance policy:

g. Books and Records not pertaining to the Purchased Assets;

h. Any funds or deposits held by suppliers or any other person on behalf of OAI;

i. The Licensed software;

j. The Business Name; and

k. All amounts owing from related parties to OAI.

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30. Assumed Liabilities are as follows:

a. All Liabilities relating to Employees;

b. Current Liabilities;

c. All Liabilities arising from or in connection with the Assigned Contracts, including any

Cure Costs;

d. All Liabilities arising from any tax, levy, penalty or cost that the Purchaser is

responsible for pursuant to the Asset Purchase Agreement; and

e. All Liabilities relating to or arising from the Purchased Assets under Environmental

Laws.

31. The Purchase Price is being satisfied by the Purchaser as follows:

a. Payment of a Deposit in the amount of 10% of the Base Purchase Price which has been

paid to the Sales Officer and is being held by the Sales Officer in accordance with the

Bidding Procedures Letter;

b. Payment of the remainder of the Base Purchase Price (representing 90% of the Base

Purchase Price) by wire transfer at the Time of Closing of immediately available funds

to an account specified by the Sales Officer;

c. By the Purchaser assuming the Assumed Liabilities; and

d. Payment of any Working Capital Adjustment required pursuant to section 2.05 of the

Asset Purchase Agreement.

32. With respect to the Employees of OAI, the Purchaser will, among other things:

a. Prior to the Closing Date, offer to employ all of the Employees who are employed by

OAI in the Business, on substantially the same terms and conditions of employment as

are in effect on the date of the Asset Purchase Agreement; and

b. Effective the opening of business on the Closing Date, assume responsibility, statutory

and otherwise, for the rights, obligations and Liabilities relating to or arising out of the

employment of the Employees and will recognize all past service of the Employees

with OAI for all purposes.

19

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33. The Asset Purchase Agreement contemplates a Closing Date that is the earlier of:

a. Five Business Days following the date of the receipt of an Unconditional Consent by

the Purchaser;

b. Five Business Days following the waiver of the conditions pursuant to section 5.03 of

the Asset Purchase Agreement; and

c. Thirty Business Days following the date of receipt of a Conditional Consent by the

Purchaser; or

d. Such other date as may be agreed to between the parties.

Sales Officer's View of the Sales Process and the Asset Purchase Agreement

34. The Sales Officer is of the view that the Sale Process was conducted in a commercially

reasonable manner and that the market was extensively canvassed where competitors,

investors and industry participants were solicited.

35. There was significant interest expressed in acquiring the Property, as evidenced by the

number ofNDAs signed, and Bids submitted pursuant to the Sale Process (as outlined in

the confidential Bid Summary).

36. All reasonable requests for information and meetings with respect to the Sale Process were

satisfied.

3 7. The Asset Purchase Agreement and the purchase price contained therein represents the

highest and best offer for the Property.

38. The Sales Officer is of the view that the Transaction is beneficial to OAI's stakeholders as

a whole, as it maximizes value for the Property.

39. Based on the foregoing, the Sales Officer recommends to the Court that the Approval and

Vesting Order should be granted for the following reasons:

a. The Sales Officer is of the view that the Transaction represents the highest recovery for

the stakeholders as a whole;

b. The Purchaser currently operates in the diagnostic imaging clinic industry and has the

reputation to support a transfer of the !HF Licenses by the MoH;

20

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c. TD Bank and ECN were consulted and kept apprised of the Sale Process and TD Bank

supports the Transaction; and

d. It is a condition to the closing of the Transaction that the Approval and Vesting Order

be granted.

Sealing Order

40. As set out in the Moffett Affidavit, the financial difficulty of OAI was caused in part by

irreconcilable conflicts among the Shareholders. Given this background, and to prevent

those conflicts from influencing or impeding the Sales Process, none of the Shareholders

were provided with any confidential bidding information throughout the Sales Process.

This was also required in the event that any one or more Shareholder was to participate in

the Sale Process, in any capacity. In that regard, the Sales Officer enquired with the

Shareholders whether they would be participating in the Sale Process and the Sales Officer

did not receive any formal response to its enquiry.

41. The Sales Officer is seeking the approval of the Transaction and the Asset Purchase

Agreement. In the event that the Court does not grant the Approval and Vesting Order or

the Transaction does not close, the Sales Officer is of the view that efforts to re-market the

Property or continue with the Sales Process would be impaired if the Bid Summary or the

commercially sensitive terms of the Asset Purchase Agreement are made public, or

disclosed to the Shareholders, at this time. Accordingly, the Sales Officer is of the view

that it is appropriate for the Bid Summary and the Asset Purchase Agreement to remain

confidential until such time as the Transaction closes.

42. The Sales Officer requests an order sealing the Bid Summary and the unredacted Asset

Purchase Agreement.

Discussions with the MoH - Transfer of the IHF Licences

43. The Sale Process Order empowered and authorized the Sales Officer to engage with, meet

and communicate and consult with representatives of the MoH, independently from OAI

and other affected parties, with respect to all matters concerning or relating to the !HF

Licences. Following its appointment, the Sales Officer and Dentons contacted

21

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representatives of the MoH to discuss the Sale Process and related matters. Since that time,

the Sales Officer and Dentons have had a number of telephone calls and email

correspondence with representatives of the MoH.

44. Following receipt of the Bids, the Sales Officer and Dentons had a call with representatives

of the MoH regarding the next steps in the process for obtaining consent from the MoH for

the transfer of the IHF Licences. The MoH advised on that call that the Sales Officer and

the Purchaser could submit the Application for Consent to Transfer a Licence prior to

obtaining the Approval and Vesting Order. Accordingly, the Sales Officer prepared the

required application materials and submitted those to the MoH on October 29, 2018.

IV. SALES OFFICER'S OTHER ACTIVITIES

45. In addition to implementing the Sales Process, the Sale Process Order empowered and

authorized the Sales Officer to review and monitor the cash receipts and disbursements of

OAI.

46. Following its appointment, the Sales Officer established a protocol with OAI for the review

of receipts and disbursements on a weekly basis. On a weekly basis, OAI provides the

Sales Officer with a list of proposed disbursements and related supporting documentation

for the Sales Officer's review prior to those disbursements being issued. OAI also provides

the Sales Officer with the details of the actual receipts and disbursements for t_he prior

week.

47. All disbursements made by OAI since the Sales Officer's appointment have been in

compliance with the terms of the Sale Process Order including paragraph 22 of the Sale

Process Order which prohibits OAI from making 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. The only payments made to

Shareholders since the Sales Officer's appointment relate to fees payable to the

Shareholders for professional services rendered in accordance with usual and customary

rates and terms which is specifically provided for in paragraph 22 of the Sale Process Order.

22

- 15 -

48. The Sales Officer has been providing weekly updates to TD Bank and ECN on matters

relating to the Sale Process and to the projected and actual cash flows ofOAI. In addition,

the Sales Officer has provided certain information to the Shareholders, as deemed

appropriate by the Sales Officer, in relation to the status of the Sale Process.

V. CONCLUSION

49. The Sales Officer submits this First Report to the Court in support of the Sales Officer's

Motion for the relief as set out in the Motion Record and recommends that the Court grant

the Approval and Vesting Order substantially in the form contained at Tab 3 of the Motion

Record approving the Transaction contemplated by the Asset Purchase Agreement and

vesting in the Purchaser OAI' s right, title and interest in and to the Purchased Assets.

All of which is respectfully submitted at Toronto, Ontario this 12th day of November, 2018.

KPMG Inc., in its capacity as Court Appointed Sales Officer of Oxford Advanced Imaging Inc. and not in its personal capacity

Per: Anamika Gadia Senior Vice-President

23

TABA

BETWEEN:



COMMERCIAL LIST


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 tl1e 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.

24

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 Bartle, 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.

25

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 Pa1iners 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 Bani,) 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

26

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 banldng 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

27

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 paiticipation. 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.

28

6

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

the Bartle 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 Bartle'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 Bartle 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 OAI's 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 effo1t 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.

29

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 AP A, nor the terms of other competing bids are being disclosed

in these materia_ls 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 AP A 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

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

30

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 AP A occurred on August

9, 2018.

CURRENT STATUS

3 7. 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

31

•

9

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

the continuation of the Respondent corporate entity unworkable.

3 8. 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 Banlc, 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.

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4 3. 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 4 7 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.

) ) )

33


Applicant

33378090.1


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


COMMERCIAL LIST

Proceedings commenced at Toronto

AFFIDAVIT OF MAURICE MOFFETT

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]

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

Email : [email protected]

Lawyers for The Toronto-Dominion Bank

(,.) ~

TABB



COMMERCIAL LIST

THE HONOURABLE /'([ 0\. j C( r'Y) ) WEDNESDAY, THE 29TH

)

) JUSTICE __ C~'o~n_W_O.._\,_/ __ 7

DAY OF AUGUST, 2018


- and-


Applicant

Respondent

. APPLICATION UNDER SECTION 207 OF Tiffi BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O. 1990, c. B-16, AS AMENDED

ORDER

TIDS APPLICATION by The Toronto-Dominion Bank ("TD Bank") for interim relief

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

things, an order for the sale of the business of Oxford Advanced Imaging Inc. ("OAI") and for the

appointment ofKPMG Inc. ("KPMG;') as Sales Officer (as defined herein), mid 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, the Consent ofKPMG to act as Sales Officer, and

upon hearing the submissions of counsel for the Applicant, counsel for OAI, and counsel for the

proposed Sales Officer, and any party appearing as listed on the Counsel Slip, no one appearing for

any other person on the service list, although properly served as appears from the affidavits of Rose

Del Sordo sworn August 23, 2018 and Paula Hoosain sworn August 21, 2018, both filed:

35

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

OAI (collectively, the "Property").

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

receiver as de:fined_in the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the

"BIA"), and sh_all 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 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

36

thereof to secured creditors, including 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 OAI or

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

Numbers 5094573, 6991291 and 0092384 (collectively, the "Licenses"), including but

not limited to the maintenance of the good standing of the Licenses and the proposed

transfer of the 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, ECN and

the shareholders of OAI ( collectively, the "Shareholders") on a regular basis as the Sales

Officer deems appropriate (and in its sole discretion) 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;

G) 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

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

to time;

37

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

to al}y losses,. claims, damages or liabilities,. of any nature or kind, to any Perso_n. 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 Prope1ty 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 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, ihforrnation 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.

38

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. THS COURT ORDERS that upon the Sales Officer's request, the Ministry is hereby

authorized and requested to provide to the Sales Officer all information and Records (as defined

herein) relating to all dealings between OAI and the Ministry, including, without limitation, all

matters relating to the Licenses and any existing or previous applications or requests for any

transfer of the Licenses. Notwithstanding any other term in this Order, any request for Records

or information from the Ministry shall be subject to the operation of applicable legislation,

including the Personal Health Information Protection Act, 2004, S.O. 2004, c 3, Sch A, and the

common law. In the event that the Sales Officer malces a request for Records or information, the

Ministry is entitled to notify the Sales Officer that it opposes the request and to seek directions

from this Court in respect of same, unless otherwise agreed between the Ministry and the Sales

Officer with respect to the disclosure of such Records or information,

12. 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.

39

13. 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.

I 4. 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

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

tribunal ( each, a "Proceeding"); shall be co~m1enced or continued against the Sales Offi~er

except with the written consent of the Sales Officer, as applicable, or with leave of this Cou1t.

NO EXERCISE OF RIGHTS OR REMEDIES

16. THIS COURT ORDERS that no proceedings against or in respect of OAI or the

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

or with leave of this CotUt and any and all proceedings currently underway against or in respect

of any of OAI or the Property are hereby. stayed and suspended pending further Order of this

Comt. Notwithstanding the foregoing, nothing in this order affects a regulatory body's

investigation in respect of OAI or an action, suit, or proceeding that is taken in respect of OAI by

or before the regulatory body.

40

17. THIS COURT ORDERS that all rights and remedies against OAI 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 OAI to carry on any business which OAI was not lawfully entitled

to carry o_n; (ii) exempt OAI fromcompliance with statutory or regulatory provisions relating t.o

health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect

a security interest; (iv) prevent the registration of a cla_im for lien, or (v) affect a regulatory

body's investigation in respect of OAI or an action, suit, or proceeding that is taken in respect of ; . . . .

OAI by or before the regulatory body.

FUNDING OF THE SALE PROCESS

18. THIS COURT ORDERS that OAI, subject to the consent of the Sales Officer, 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 OAI 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 OAI 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 OAI through the completion of the Sale

Process. 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.

19. THIS COURT ORDERS that the Sale Process Borrowings Charge issued in connection

with OAI's b011'0wings under this Order shall not be enforced without leave of this Court.

20. THIS COURT ORDERS that OAI is authorized to issue certificates substantially in the

form annexed as Schedule "B" hereto (the "Borrowings Certificates") for any amount borrowed

by or pursuant to this Order.

41

21. THIS COURT ORDERS that the monies from time to time borrowed by OAI through

the Borrowings Certificates pursuant to this Order or any further Order of this Court and any and

all Borrowings 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 Borrowings Certificates.

PAYMENTS TO SHAREHOLDERS

22. 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

23. 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 agreements and

priorities, including pursuant to any inter-creditor or priority agreements as exist between them,

subject to a formal distribution order.

PIPEDA

24. 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 infonnation is disclosed shall maintain and protect the privacy of such infonnation

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

42

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

25. 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 AND CHARGES

26. 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 (the "Sales Officer

Fees"), 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, both before and after the making this Order in respect of these proceedings,

and that the Sales Officer's Charge shall form 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, to a maximum of $500,000. In the event the Sales Officer

Fees are in an amount greater than the Sales Officer's Charge, such amount shall form part of the

Advisory Charges (as defined herein).

27. THIS COURT ORDERS that KPMG Corporate Finance Inc., Blake, Cassels &

Graydon LLP and Sales Office, (if applicable) shall be entitled to and hereby granted a charge,

on a pari passu basis, on the Property (the "Advisory Charge"), as security for such foes and

disbursements relating to the solicitation process for the sale of Property, incurred by OAI prior

to the making of this Order. The Advisory Charge shall form a third charge upon the Property

and the proceeds thereof in priority. to all security interests, !Lusts, liens, charges and

43

encumbrances, statutory or otherwise, but subsequent and subordinate to the Sale Process

Borrowings Charge, the Sales Officer's Charge and the security interests of TD Bank and ECN.

28. 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

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

"Protocol") i's 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.ontariocomis.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 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of

documents in accordance with the Protocol will be effective on transmission.

30. 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 OAI's 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.

31. 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.

32. 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

44

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.

33. 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

}urisdiction outside Canada.

34. 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.

ENTERED AT/ INSCRIT A TORONTO ON/ BOOKN'O: LE/ DANS LE REGISTRE NO:

AUG 2 9 2018

PER/PAR:~

45

Schedule "A" Oxford Advanced Imaging Inc.

Sale Process - Steps and Timelines

Stens Timelines I. Preparation of Marketing Materials 1 week from date of this Order

. 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"

2. Marketing 3 weeks from date of this Order

• distributing the teaser and CIM (to qualified parties who have signed an NDA)

• providing access to the Data Room

responding to • parties

inquiries from interested

• Provision of draft APA

3. Deadline for receipt of offer(s) in the form of 4-5 weeks from date of this Order in the sol, a markuo to the draft form of AP A nrovided a· _,.,L Cnloo Offir.~,-

4. Review and negotiation ofoffer(s) 6-7 weeks from date of this Order in the sol, ~i•cre''"" nf'"" Q-l·c O'""""

5. Choose successful bidder 6-8 weeks from date of this Order in the sol, discretion of the Sales Officer

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

NOTES

I. 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.

46

SCHEDULE "B"

BORROWING CERTIFICATE

CERTIFICATE NO._· ____ _

AMOUNT$ _______ _

L THIS IS TO CERTIFY that Oxford Advanced Imaging Inc. ("OAI"), pursuant to an

Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the 29th

day of August, 2018 (the "Order") made in an application having Court file number CV-18-

603360-00CL, has received from the holder of this certificate (the "Lender") the principal sum

of$ ______ _, being part of the total principal sum of $ _______ which the

OAI is authorized to borrow under and pursuant to the Order.

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

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

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

cent above the prime commercial lending rate of Bank of __________ from time

to time.

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

principal sums and interest thereon of all other certificates issued by OAI 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 OAI to any

47

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

this certificate.

DATED the __ day of ____ _, 20 __ .


Per:

Name:

Title:

48

THE TORONTO-DOMJNION BANK - and -

Applicant

33375190.10


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


COMMERCIAL LIST

Proceedings commenced at Toronto

ORDER

AIRD & BERLIS LLP Barristers and Solicitors

Brookfield Place 181 Bay Street, Suite 1800

Toronto, ON MSJ 2T9

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


Lawyers for The Toronto-Dominion Bank

~ co

TABC

September[•], 2018

KPMG Inc.

Bay Adelaide Centre

333 Bay Street Suite 4600

Toronto ON MSH 2SS

STRICTLY PRIVATE & CONFIDENTIAL

[QUALIFIED BIDDER ADDRESS]

Dear Qualified Bidder,

Telephone (416) 777-8500

Fax Internet

(416) 777-3762

www.kpmg.ca

RE: Bidding Procedures for the sale of the assets and business of Oxford Advanced Imaging Inc.

We acknowledge receipt of your executed Non-Disclosure Agreement (the "NDA") and confirm that you have been approved to participate in the sale process relating to Oxford Advanced Imaging Inc. ("OAI"). Accordingly, you are a Qualified Bidder as defined in Appendix 1 hereto. The purpose of this letter (the "Bidding Procedures Letter'') is to inform you of the timing and procedures for conducting due diligence and for submitting a Bid (as defined in Appendix 1 hereto). The process described herein is subject to the Terms and Conditions set out in Appendix 1, attached hereto.

Background

KPMG Inc. ("KPMG") has been appointed as sales officer (the "Sales Officer'') to carry out a process for the sale of the assets and business of OAI (the "Property"), pursuant to an order of the Ontario Superior Court of Justice, (Commercial List) (the "Court") dated August 29, 2018 (the "Sale Process"). The Property consists of all the assets, undertakings and properties acquired for, or used in relation to OAl's diagnostic imaging clinics, and carries on business as Oxford Advanced Imaging. The operations of OAI consist of two clinics, one is located at 10 Kingsbridge Garden Circle, Mississauga (the "Mississauga Clinic") and the other one is located at 300 Harwood Avenue South, Ajax (the "Ajax Clinic" and together with the Mississauga Clinic, the "Clinics").

The Sales Officer is seeking Bids in respect of the Property, or any parts thereof, on an "as is, where is", "without recourse" basis and without surviving representations, warranties, covenants or indemnities of any kind, nature, or description by the Sales Officer.

Further information can be found on the KPMG website: http://www.kpmg.com/ca/oai.

Access to the Confidential Information Memorandum and the Data Room

Enclosed herewith is a Confidential Information Memorandum ("CIM") that highlights various aspects the business. The CIM is only intended to form part of the due diligence process.

Certain technical, financial and legal information has been posted in a virtual data room (the "Data Room") administered by the Sales Officer, which information is subject to the NOA. You will be provided with login details in order to access the Data Room. Please complete the attached information in Appendix 3 for each individual who will require access to the Data

50

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Room and email the completed form to the email address dedicated for this process ([email protected]).

Following receipt of the completed Data Room access form, you will receive an email invitation with instructions and log-in details in order to gain access to the Data Room.

You should be aware that the information provided by the Sales Officer in the Data Room or otherwise is designed to be only part of the due diligence process which any Qualified Bidder should undertake, and to which the Qualified Bidder must bring its own expertise and knowledge. In addition, as provided in the Terms and Conditions and the NDA, neither the Sales Officer or OAI provide any representation or warranty as to the adequacy, completeness or accuracy of the information in the Data Room.

Questions from Qualified Bidders

All questions or queries on the Data Room materials should be submitted to the email address dedicated for this process ([email protected]). In order to reduce the number of such requests and eliminate repetition, we would appreciate if you select and identify one individual only from your team to be responsible for co-ordinating and submitting questions. The Sales Officer will respond to questions, if they are deemed appropriate and at the discretion of the Sales Officer, as quickly as possible.

Bidding Instructions

A Bid must be delivered prior to the Bid Deadline (as defined herein) and must include, among other things, the following:

(a) A blackline Asset Purchase Agreement ("APA") without conceptual comments (a soft copy of the template APA will be made available in the Data Room).

(b) An offer letter that addresses and conforms to the guidelines set out in Appendix 2 (the "Offer Letter'')

(c) The Offer Letter must state that the Bid is irrevocable until such time as the Sales Officer has selected the Successful Bid (as defined herein), provided that if such Qualified Bidder is selected as the Successful Bidder (as defined herein), its Bid shall remain an irrevocable offer until the earlier of (i) the completion of the sale to the Successful Bidder and (ii) the outside date stipulated in the Successful Bid, if any;

(d) Confirmation including supporting documents satisfactory to the Sales Officer of a financial commitment for all required funding or financing;

(e) The Application for Consent to Transfer a License (a form produced by the Ministry of Health and Long-Term Care) with Part I I of the form duly completed in its entirety and executed by the Qualified Bidder for each of the Independent Health Facilities ("IHF") Licenses.

The application forms can be found on the website of the Ministry of Health and Long-Term Care: http://www.health.qov.on.ca/en/public/programs/ihf/forms.aspx.

51

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(f) The Bid cannot include any request for or entitlement to any breakage fee, expense reimbursement or similar type of payment;

(g) The Bid must be accompanied by a refundable deposit (the "Deposit") in the form of a wire transfer (wiring details will be specified by the Sales Officer in the Data Room), payable to the Sales Officer, in trust, in an amount equal to 10% of the total consideration in the Bid to be held and dealt with in accordance the Terms and Conditions set out in Appendix 1 hereto;

(h) The Bid cannot conditional upon:

(i) the outcome of unperformed due diligence by the Qualified Bidder;

(ii) obtaining financing; and/or

(iii) any other approvals including regulatory approvals, other than approvals required from the Ministry of Health and Long-Term Care; and

(i) Evidence of authorization and approval from the Qualified Bidder's board of directors (or comparable governing body).

Under no circumstances should you, your representatives or your advisors attempt to gain access to the Clinics (or any one of them), or to obtain any information from OAI directly without written permission from the Sales Officer. Failure to comply with this requirement is likely to result in exclusion from the Sale Process.

A Qualified Bidder that desires to make a Bid for the assets and business of OAI must deliver to the Sales Officer an executed APA and related materials as per the above at the below address (including by e-mail) so as to be received by not later than 5:00 p.m. ET on October 15, 2018 (the "Bid Deadline"), provided that such deadline may be extended in the Sales Officer's discretion.

Two originals delivered to

Anamika Gadia and Neil Blair KPMG Inc., in its capacity as Sales Officer of Oxford Advanced Imaging Inc. 333 Bay Street, Suite 4600 Toronto, Ontario, M5H 2S5

A copy emailed to

Project email address: [email protected]

The Sales Officer may waive compliance with any one or more of the requirements set forth above. As part of the assessment of a Bid, the Sales Officer may consider a number of factors as it considers appropriate in the circumstances including, but not limited to: (i) the number of Bids received, (ii) the scope of the Property or business to which any Bid may relate, (iii) the consideration offered, (iv) the counterparties to the Bid documents, (v) the speed and certainty of closing a transaction.

For greater certainty, any transaction contemplated by a Bid is subject to Court approval.

In the event that no Bids are submitted to the Sales Officer as contemplated herein, the Sale Process may be terminated by the Sales Officer, subject to further Order of the Court.

The Sales Officer may negotiate terms with one or more Qualified Bidders that submitted a Bid. Following the Bid Deadline, the Sales Officer may select a winning bid (the "Successful

52

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Bid"); the party who submitted the Successful Bid is hereinafter referred to as the "Successful Bidder''. Please note that the highest Bid may not be the Bid that is selected as the Successful Bid.

The Sales Officer shall apply to the Court (the "Approval Application") for an order approving the Successful Bid and authorizing the Sales Officer to enter into any and all necessary agreements with respect to the Successful Bidder, as well as an order vesting title to the assets and business of OAI in the name of the Successful Bidder. The Ministry of Health and LongTerm Care approval for license transfers will be sought after the Approval Application.

Timeline

Subject to any required Court approvals, the Sales Officer reserves the right at any time to modify dates or any other aspects of the Sale Process and to require additional documentation from the Qualified Bidders throughout the Sale Process including, without limitation, to validate, clarify or expand on any information or terms provided in a Bid.

Yours very truly,

KPMG Inc., in its capacity as court-appointed Sales Officer, and not in its personal or corporate capacity and without personal or corporate liability

Enclosures: Appendix 1 - Terms and Conditions of the Sales Process Appendix 2 - Guidelines for the Offer Letter Appendix 3 - Data Room Access Form

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Appendix 1 - Terms and Conditions of the Sales Process

The Assets and Business of Oxford Advanced Imaging Inc. ("OAI")

These are the Terms and Conditions for the Sale Process. This Appendix 1 does not create any obligation enforceable by any Potential Bidder (as defined herein) requiring the Sales Officer or OAI to undertake the Sale Process in the manner set out below.

Capitalized terms which are not defined herein shall have the same meaning ascribed thereto in the Bidding Procedures Letter dated September_, 2018.

The terms of the Sale Process and the obligations of the Sales Officer in connection therewith are set out in the Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated August 29, 2018. Further information can be found on the KPMG website: htto://www.komg.com/ca/oai.

1. The assets and business of OAI (the "Property") are being offered for sale on an "as is, where is" and "without recourse" basis and without surviving representations, warranties, covenants or indemnities of any kind, nature, or description by the Sales Officer.

2. In order to participate in the Sale Process, each person interested in bidding on the Property (a "Potential Bidder") that has executed a non-disclosure agreement, and who the Sales Officer determines has a reasonable prospect of completing a transaction, will be deemed a qualified bidder (a "Qualified Bidder").

3. The Sales Officer may provide any person deemed to be a Qualified Bidder with a copy of the CIM and access to the materials in the Data Room. The Sales Officer reserves the right to provide confidential information to a Qualified Bidder, in its sole discretion. Neither the Sales Officer nor OAI makes any representation or warranty as to the information contained in the CIM or the information to be provided through the due diligence process or otherwise.

4. A Qualified Bidder that desires to make a bid for the Property must deliver to the Sales Officer, written copies of a final binding proposal (a "Bid") in the form of a blackline to the template Asset Purchase Agreement ("APA") without conceptual comments and include other items requested under the section Bidding Instructions in the main body of this letter, to be provided to the Sales Officer at the address specified below (including by e-mail) so as to be received by the Sales Officer not later than 5:00 o.m. ET time on October 15, 2018 (the "Bid Deadline"), provided that such deadline may be extended in the Sales Officer's discretion.

5. In the event that no Bids are submitted to the Sales Officer as contemplated herein, the Sale Process may be terminated by the Sales Officer, subject to further Order of the Court.

6. The Sales Officer will review all offers received by the Bid Deadline.

7. If the Sales Officer receives multiple Bids, the Sales Officer may continue to negotiate terms with one or more Qualified Bidders that submitted Bids and shall then select the Successful Bid.

8. The highest offer for the Property will not necessarily be chosen.

9. The approval from the Ministry of Health and Long-Term Care for license transfers and the issuance or assignment of any funding agreements will occur after the Approval Application.

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10. All Deposits shall be retained by the Sales Officer until a Successful Bid is selected. The Deposit of the Successful Bidder will be addressed in the Bid and will be applied to the purchase price upon closing of the transaction. The Deposits of Qualified Bidders not selected as the Successful Bidder shall be returned to such bidders within three (3) business days of the date on which the Successful Bid is selected by the Sales Officer. If there is no Successful Bid, all Deposits shall be returned to the Qualified Bidders within three (3) business days of the date on which the Sale Process is terminated in accordance with these procedures.

11. Subject to any required Court approvals, the Sales Officer reserves the right to not provide Qualified Bidders confidential information at any time, withdraw from the Sale Process, and to amend or modify (including, without limitation, these Terms and Conditions) or terminate the Sale Process, in each case at any time, in its sole discretion.

12. Without limiting the terms of the Non-disclosure Agreement (the "NDA"), the Sales Officer and OAI expressly disclaim any and all liability to Qualified Bidders for representations, warranties or statements expressed or implied with respect to any information (the "Information") furnished to a Qualified Bidder or for incomplete information. The Sales Officer and OAI have not taken any steps to verify the adequacy, accuracy or completeness of Information furnished to Qualified Bidders. The Sales Officer and OAI are not responsible for and will not be liable to Qualified Bidders or anyone else for any damages whatsoever (including direct, indirect, incidental, special, consequential, exemplary or punitive damages) arising out of or in connection with a Qualified Bidder's use of or inability to use the Data Room, or any action or decision made by a Qualified Bidder in reliance on Information furnished.

13. The Sales Officer and OAI are not responsible for failure of a Potential Bidder or Qualified Bidders to comply with the requirements of the Sale Process and each Potential Bidder and Qualified Bidder accepts responsibility for all risks connected with the chosen mode of delivery of its offer and other communications submitted to the Sales Officer.

14. The Sales Officer shall not incur any personal liability of any kind under or by virtue of the Sale Process nor in relation to any related matter or claim, whether in contract, tort or restitution or by reference to any other remedy or right in any jurisdiction or forum.

15. All Bids must be submitted in a sealed envelope marked "CONFIDENTIAL- OFFER RE: OXFORD ADVANCED IMAGING INC." to the Sales Officer as follows:

Two originals delivered to A copy emailed to

Anamika Gadia and Neil Blair Project email address [email protected] KPMG Inc., in its capacity as Sales Officer of Oxford Advanced Imaging Inc. 333 Bay Street, Suite 4600 Toronto, Ontario, M5H 2S5

16. Any notices, requests, demands or other communications to be given hereunder (referred to herein as "Notice") shall be in writing and shall be either hand delivered, emailed or mailed by prepaid registered mail addressed as follows:

To a Qualified Bidder: at the address and/or email address submitted to the Sales Officer at the time the Qualified Bidder registers with the Sales Officer, unless amended in writing.

To the Sales Officer: By email to the following email address [email protected].

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Appendix 2 - Guidelines for the Offer Letter

Capitalized terms which are not defined herein shall have the same meaning ascribed thereto in the Bidding Procedures Letter dated September_, 2018.

A Bid as described in the Bidding Instructions section of this Bidding Procedures Letter should address all items in that section, and also include an Offer Letter addressing:

1. Acquiring Entity- provide the full legal entity name of the acquiring entity and corporate structure I organization (including the principal shareholders and subsidiaries of that entity, as applicable);

2. Value and Assets - indicate the value you propose to pay in cash (in Canadian Dollars) at closing for the assets outlined in the Bid;

3. Deposit - your Bid must include a Deposit in the form of a wire transfer (wiring details will be specified by the Sales Officer in the Data Room), payable to the Sales Officer, in trust, in an amount equal to 10% of the total consideration in the Bid to be held and dealt with in accordance with the Terms and Conditions set out in Appendix 1;

4. Governmental / Regulatory Approval - transactions involving a change of control for IHF operators require consent from the Ministry of Health and Long-Term Care - please elaborate on your confidence level for obtaining approval from the Ministry of Health and Long-Term Care for the transaction outlined in the Bid;

5. Experience - provide a description your current healthcare investments and expertise, specifically detailing any Ontario investments you have in IHF (Independent Health Facilities) or any other practices that are regulated by the Ministry of Health and LongTerm Care;

6. Assumptions - provide details of all material assumptions upon which you have based your Bid;

7. Financing - provide confirmation that your Bid is not conditional on obtaining financing. If financing is required, your Bid should specify the amount, include signed term sheets and commitment letters together with confirmation that financing has received all necessary approvals with the relevant financial institutions. In addition, provide evidence and support for unencumbered and immediate availability of funds for the equity portion of your Bid;

8. Business Plan - provide a summary of your future plans for the Clinics, its employees and the radiologists the business contracts with. Provide written confirmation that you intend to operate the Clinics in accordance with the Independent Health Facilities Act, a copy of which can be found at: https://www.ontario.ca/laws/statute/90i03

9. Contacts - provide the names and contact numbers of relevant people within your organization who will be available to answer questions regarding your Bid;

10. lrrevocability - provide confirmation that your Bid is irrevocable until such time as the Sales Officer has selected a Successful Bid;

11. Other - provide any other information which you consider may be relevant to the Sales Officer in assessing your Bid.

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APPENDIX 3- DATA ROOM ACCESS FORM

Name Organization Email address

Telephone number

Office Mobile

CJ'I -.J

TABD

ASSET PURCHASE AGREEMENT

BETWEEN

KPMG INC., solely in its capacity as Court appointed sales officer of OXFORD ADV AN CED IMAGING INC., and not in its personal

capacity

AND

2659428 ONTARIO INC.

MADE AS OF

October 25, 2018

58

59

TABLE OF CONTENTS

ARTICLE 1 - INTERPRETATION ............................................................................................ 1 1.01 Definitions ............................................................................................................... 1 1.02 Headings ................................................................................................................. 6 1.03 Extended Meanings ................................................................................................. 6 1.04 Capacity of Sales Officer ........................................................................................ 7 1.05 Statutory References ............................................................................................... 7 1.06 Currency .................................................................................................................. 7 1.07 Schedules ................................................................................................................ 7

ARTICLE 2 - SALE AND PURCHASE ..................................................................................... 7 2.01 Assets to be Sold and Purchased ............................................................................. 7 2.02 Excluded Assets ...................................................................................................... 8 2.03 Purchase Price ......................................................................................................... 9 2.04 Allocation of Purchase Price ................................................................................... 9 2.06 Elections ................................................................................................................ 10 2.07 Transfer Taxes ...................................................................................................... 11 2.08 Assumption of Liabilities ...................................................................................... 11 2.09 Assigned Contracts ............................................................................................... 12 2.10 Payment of Purchase Price .................................................................................... 12 2.11 Delivery of Purchased Assets ............................................................................... 13

ARTICLE 3 -REPRESENTATIONS AND WARRANTIES ................................................ 14 3.01 Sales Officer's Representations and Warranties ................................................... 14 3.02 Purchaser's Representations and Warranties ........................................................ 14 3.03 "As Is, Where Is" .................................................................................................. 15

ARTICLE 4 - COVENANTS ..................................................................................................... 16 4.01 Covenants of the Sales Officer ............................................................................. 16 4.02 Covenants of the Purchaser ................................................................................... 16 4.03 Employee Matters ................................................................................................. 17

ARTICLE 5 - CONDITIONS AND TERMINATION ............................................................ 17 5.01 Conditions for the Benefit of the Purchaser. ......................................................... 17 5.02 Conditions for the Benefit of the Sales Officer .................................................... 18 5.03 Waiver of Condition ............................................................................................. 18 5.04 Termination ........................................................................................................... 19 5.05 Effect of Termination ............................................................................................ 19

ARTICLE 6 - CLOSING ARRANGEMENTS ........................................................................ 20 6.01 Closing .................................................................................................................. 20 6.02 Sales Officer's Closing Deliveries ........................................................................ 20 6.03 Purchaser's Closing Deliveries ............................................................................. 20 6.04 Confidentiality ...................................................................................................... 21 6.05 Delivery of Sales Officer's Certificate ................................................................. 21 6.06 Risk of Loss .......................................................................................................... 22

ARTICLE 7 - SURVIVAL ......................................................................................................... 22 7.01 Survival ................................................................................................................. 22

ARTICLE 8 - GENERAL .......................................................................................................... 23 8.01 Further Assurances ................................................................................................ 23 8.02 Time of the Essence .............................................................................................. 23

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8.03 Fees, Commissions and other Costs and Expenses ............................................... 23 8.04 Public Announcements ......................................................................................... 23 8.05 Benefit of the Agreement ...................................................................................... 23 8.06 Entire Agreement .................................................................................................. 23 8.07 Amendments and Waivers .................................................................................... 24 8.08 Assignment ........................................................................................................... 24 8.09 Notices .................................................................................................................. 24 8.10 Remedies Cumulative ........................................................................................... 25 8.11 No Third Party Beneficiaries ................................................................................ 25 8.12 Governing Law ..................................................................................................... 25 8.13 Attornment ............................................................................................................ 26 8.14 Appointment of Agent for Service ........................................................................ 26 8.15 Severability ........................................................................................................... 26 8.16 No Registration of Agreement.. ............................................................................ 26 8.17 Counterparts .......................................................................................................... 26 8.18 Electronic Execution ............................................................................................. 26

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of October 25, 2018

BETWEEN:

2659428 ONTARIO INC., a corporation incorporated under the laws of Ontario (the "Purchaser"),

- and

KPMG INC., solely in its capacity as court appointed sales officer of OXFORD ADV AN CED IMAGING INC., and not in its personal capacity

WHEREAS on August 29, 2018, the Court granted an Order (the "Appointment Order") appointing KPMG Inc. (the "Sales Officer") as the sales officer of the assets, undertakings and properties of Oxford Advanced Imaging Inc. ("OAI'');

AND WHEREAS pursuant to the Appointment Order, the Sales Officer was authorized to market any or all of the assets, undertakings and properties of OAI (collectively, the "Property"), including soliciting offers in respect of the Property;

AND WHEREAS the Appointment Order approved a sale process attached as Schedule "A" therein, providing for, among other things, a process under which offers would be solicited for the sale of all, substantially all or one or more components of the Property;

AND WHEREAS the Sales Officer is authorized pursuant to the Appointment Order to enter into one or more sale agreements on behalf of OAI for the sale of all or any part of the Property, subject to Court approval;

AND WHEREAS the Purchaser desires to purchase and assume the Purchased Assets and Assumed Liabilities upon and subject to the terms and conditions set out in this Agreement;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

"Accounts Receivable" means the accounts receivable recorded as such in the Books and Records of OAI relating to the Business.

"Affiliates" means, with respect to any Person, any other Person that controls or is controlled by or is under common control with the referent Person.

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"Agreement" means this agreement, including its recitals and schedules, as amended from time to time.

"Applicable Law" means:

(i) any applicable domestic or foreign law including any statute, subordinate legislation or treaty, as well as the common law; and

(ii) any applicable and enforceable rule, requirement, order, judgment, injunction, award or decree of a Governmental Authority.

"Appointment Order" has the meaning set out in the recitals hereto.

"Approval and Vesting Order" means an order of the Court substantially in the form attached hereto as Schedule A: (i) approving the sale of the Purchased Assets and assignment of the Assigned Contracts by the Sales Officer to the Purchaser pursuant to the terms of this Agreement, and (ii) providing for the vesting of the right, title, benefit and interest of OAI in and to the Purchased Assets in and to the Purchaser, free and clear of all Liens other than the Permitted Encumbrances.

"Assigned Contracts" means those Contracts and Permits set out in Schedule B.

"Assignment and Assumption Agreement" means an agreement pursuant to which the Sales Officer will assign the Assigned Contracts to the Purchaser and the Purchaser will assume the Assumed Liabilities at the Time of Closing, substantially in the form of the document set out in Schedule C.

"Assnmed Liabilities" has the meaning set out in Section 2.08.

"Base Working Capital' has the meaning set out in Section 2.05(1).

"Base Purchase Price" has the meaning set out in Section 2.03.

"Books and Records" means all personnel records, inspection records, financial records, patient lists, Patient Records, Images, proprietary patient information, and other records, books, documents and data bases recorded or stored by means of any device, including in electronic form, relating to the Business, the Purchased Assets and the Employees as are in the possession or under the control of OAI and for greater certainty, includes all books and records required under regulation 57/92 of the IHFA in respect of Employees, patients and books and records.

"Business" means the business of: (i) the operation of magnetic resonance imaging clinic and computed tomography clinic in each of the Leased Locations, and (ii) the operation of a ultrasound business at the activities and operations formerly carried on by OAI at its Leased Locations.

"Business Day" means a day other than a Saturday, Sunday, statutory or civic holiday in Toronto, Ontario.

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"Business Name" means, whether proprietary or by way of intellectual property right or otherwise, the operating business name of OAI being "Oxford Advanced Imaging" or any derivations therefrom, or use of the words "Oxford Advanced Imaging" or any derivations therefrom or words confusingly similar thereto or any logos or trademarks of OAI.

"Claim" means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation or proceeding and any loss, claim or demand relating thereto or resulting therefrom, or any other claim or demand of whatever nature or kind.

"Closing Date" means the earlier of: (i) five (5) Business Days following the date of the receipt of an Unconditional Consent by the Purchaser, (ii) five (5) Business Days following the waiver of conditions pursuant to section 5.03 of this Agreement, and (iii) thirty (30) Business Days following the date of the receipt of a Conditional Consent by the Purchaser, or such other date as may be agreed to between the parties.

"Contract" means any contract, agreement, license, instrument or commitment recognized at law or equity, whether express or implied, or arising by a course of conduct or usage of trade.

"Conditional Consent" means the delivery of a conditional consent ( or any item of a similar effect) by the Director in respect of the transfer of the IHF Licenses;

"Court" means the Ontario Superior Court of Justice (Commercial List).

"Cure Costs" means the amount of all monetary defaults, if any, existing in respect of any Assigned Contracts or Permits that are required to be paid in order to obtain the consent necessary to permit the assignment under 2.09(2).

"Current Assets" means the: (i) Accounts Receivable, and (ii) pre-paid expenses of the Business as at the Closing Date.

"Current Liabilities" means all accounts payables and accrued expenses of OAI incurred in connection with the Business and outstanding as at the Closing Date, excluding Professional Fees. For greater certainty, Current Liabilities shall not include any long-term indebtedness owing to The Toronto-Dominion Bank or Element Financial Corporation ( or their successors and assigns), or any indebtedness owing to an Affiliate ofOAI or Radiologists that are Affiliates of OAI. Amounts owing to Radiologists for professional services provided to OAI are not considered indebtedness for the purposes of this definition;

"Deposit" has the meaning set out in Section 2.IO(l)(a).

"Director" means the director of Independent Health Facilities.

"Employees" means all persons employed by OAI in connection with the Business as at the Time of Closing and includes any person who was on an approved leave of absence, layoff or disability on the date immediately prior to the Closing Date, except Radiologists.

"Excluded Assets" has the meaning set out in Section 2.02.

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"Excluded Contracts" means any Contracts or Permits that are not assignable as contemplated in Section 2.09(3), and any other Contracts or Permits that are not Assigned Contracts.

"Final Determination" has the meaning set out in section 2.05( 4).

"Governmental Authority" means any domestic or foreign legislative, executive, judicial or administrative body or person having jurisdiction in the relevant circumstances.

"IBFA" means the Independent Health Facilities Act (Ontario) and the regulations thereto, as may be amended, superseded or replaced from time to time.

"IHF Licenses" means, collectively: (i) Independent Health Facility licence #5094573 for the establishment, operation and maintenance of an Independent Health Facility at 10 Kingsbridge Garden Circle, Suite 100, Mississauga, Ontario L5R 3K6, with the following modalities: computed tomography and magnetic resonance imaging, (ii) Independent Health Facility licence #0092384 for the establishment, operation and maintenance of an Independent Health Facility at 10 Kingsbridge Garden Circle, Suite 100, Mississauga, Ontario L5R 3K6, with the following modalities: general ultrasound, and (iii) Independent Health Facility licence #6991291 for the establishment, operation and maintenance of an Independent Health Facility at 300 Harwood Avenue South, Harwood Mall, Ajax, Ontario LlS2Jl, with the following modalities: computed tomography and magnetic resonance imaging, listed on Schedule E.

"Images" means the digital diagnostic images and other data relating to, and only to, patients who received professional services at a facility operating under one or more of the IHF Licences within the minimum period prior to the Closing Date for which such images and data are required by applicable law to be kept, in each case as it currently exists (including in respect of the form, condition and quality thereof) on OAI's RIS/PACS system(s).

"Leased Locations" means the real property that is leased, subleased, licensed to, or otherwise occupied by OAI and is related to the Business for the operation of independent health facilities and more particularly located at: (i) 300 Harwood Avenue S., Ajax, Ontario LIS 2Jl, and (ii) 10 Kingsbridge Garden Circle, #100, Mississauga, Ontario L5R 3K6.

"Liabilities" means all costs, expenses, charges, debts, liabilities, commitments and obligations of any nature or kind, whether accrued or fixed, actual, absolute, contingent, latent or otherwise, matured or unmatured or determined or undeterminable, including those arising under any Applicable Law or Claim and those arising under any Contract or undertaking or otherwise, including any tax liability or tort liability of OAI.

"Licensed Software" means all licenced software which includes: (i) all software and intellectual property related to InteleRIS and IntelePACS as provided by Intelerad, (ii) all software and intellectual property related to the accounting software provided by Great Plains/ Microsoft Dynamics GP, and (iii) all software and intellectual property related to the HR management software provided by ADP Workforce Now.

"Liens" means any lien (statutory or otherwise), mortgage, pledge, security interest (whether contractual, statutory or otherwise), hypothecation, trust or deemed trust (whether contractual, statutory, or otherwise), execution, levy, charge, encumbrance, interest in property, or other

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financial or monetary claim which, in each case, in substance, secures payment or performance of an obligation, or similar charge of any kind.

"Non-Disclosure Agreement" means the confidentiality agreement dated September 7, 2018 between the Purchaser and the Sales Officer.

"Outside Conditional Consent Date" means that date which is thirty (30) Business Days following the Purchaser's receipt ofa Conditional Consent.

"Patient Records" means the Images and all charts and records containing personal information and treatment history of patients who have received services under or in respect of the IHF Licences, x-rays, patient lists, documentation and other information and data (whether in paper or electronic form) of all patients who have received services under or in respect of the IHF Licences, including all billing records and insurance records for each such patient, including all such documents that are required to be delivered to the Purchaser pursuant to the IHF A.

"Permits" means all permits, licences, certificates, approvals, authorizations, and registrations, or any item with a similar effect, issued or granted by any Governmental Authority.

"Permitted Encumbrances" means only those Liens related to the Purchased Assets set forth on Schedule D.

"Person" means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

"Personal Information" means information about an identifiable individual, but does not include the name, title or business address or telephone number of an employee of an organization.

"Premises Lease" means a lease, an agreement to lease, a sublease or other occupancy agreement under which OAI has the right to use or occupy the Leased Locations.

"Proceeds" has the meaning set out in Section 6.06(l)(b)(i).

"Professional Fees" means the fees and disbursements of the Sales Officer, KPMG Corporate Finance Inc., Dentons Canada LLP and Blake, Cassels & Graydon LLP.

"Purchase Price" has the meaning set out in Section 2.03.

"Purchased Assets" has the meaning set out in Section 2.01.

"Radiologists" means a physician that has an existing agreement or contract with OAI in respect of the provision of magnetic resonance imaging, computed tomography or ultrasound services related to the Business.

"Sales Officer" has the meaning set out in the recitals hereto.

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"Sales Officer's Certificate" means a certificate signed by the Sales Officer substantially in the form attached as Schedule "A" to the Approval and Vesting Order confirming that: (i) the Purchaser has paid, and the Sales Officer has received payment of, the Purchase Price in relation to the purchase by the Purchaser of the Purchased Assets, and (ii) the conditions to be complied with at or prior to the Time of Closing as set out in Sections 5.01 and 5.02, respectively, have been satisfied or waived by the Sales Officer or the Purchaser, as applicable, pursuant to Section 5.03.

"Software" means all software relating to the Business including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, and all other material related to such software.

"Tax Act" means the Income Tax Act (Canada).

"Time of Closing" means 12:00 p.m. (Toronto Time) on the Closing Date.

"Transfer Taxes" has the meaning set out in Section 2.07.

"Unconditional Consent" means the delivery of an unconditional consent ( or any item of a similar effect) by the Director in respect of the transfer of the IHF Licenses;

"Working Capital" means, in respect of the Business, Current Assets less Current Liabilities, which are Assumed Liabilities, as determined in accordance with prior practices, in each case, as of the Closing Date.

"Working Capital Statement" has the meaning set out in section 2.05(2).

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms "hereof', "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limiting the generality of the

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foregoing" and the term "third party" means any Person other than the Sales Officer and the Purchaser.

1.04 Capacity of Sales Officer

The Sales Officer, in executing this Agreement, is entering into this Agreement solely in its capacity as the court appointed Sales Officer, and not in its personal or any other capacity. The Sales Officer shall have no personal or corporate liability of any kind whether in contract, tort or otherwise.

1.05 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.06 Currency

All references to currency herein are to lawful money of Canada.

1.07 Schedules

The following are the Schedules to this Agreement:

Schedule A - Form of Approval and Vesting Order Schedule B - Assigned Contracts and Permits Schedule C - Form of Assignment and Assumption Agreement Schedule D - Permitted Encumbrances Schedule E - IHF Licenses Schedule F - Other Excluded Assets Schedule G -Allocation of Purchase Price

ARTICLE 2 - SALE AND PURCHASE

2.01 Assets to be Sold and Purchased

Upon and subject to the terms and conditions hereof, the Sales Officer will sell to the Purchaser and the Purchaser will purchase from the Sales Officer, as of and with effect from the Time of Closing, all of the right, title, benefit and interest ofOAI in and to the following assets (collectively, the "Purchased Assets"):

(a) all diagnostic imaging equipment and machinery, chattels, equipment (including computer hardware and telecommunication equipment), improvements, furniture, furnishings, peripheral equipment, supplies and accessories, and other tangible property owned or held by OAI and related to the Business;

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(b) all medical operating supplies that are necessary for the provision of diagnostic imaging services in the Business or to aid in the diagnosis, monitoring or treatment of medical conditions;

( c) all Accounts Receivables;

(d) the IHF Licenses;

( e) the Premises Leases;

(f) subject to Sections 2.08 and 2.09, and to the extent not otherwise included in this Section 2.01, the Assigned Contracts;

(g) the goodwill of the Business;

(h) all pre-paid expenses and deposits relating to the Purchased Assets (other than deposits paid to suppliers of OAI) including all pre-paid taxes, local improvement rates and charges, water rates and other operating costs, all pre-paid purchases of gas, oil and hydro, and all pre-paid lease payments;

(i) the Software; and

(j) the Books and Records;

but excluding, for greater certainty, in each and every case the Excluded Assets (as hereinafter defined).

2.02 Excluded Assets

Notwithstanding Section 2.01 or any other provision in this Agreement to the contrary, OAI will retain its right, title, benefit and interest in and to, and the Purchaser will have no rights with respect to the right, title, benefit and interest of OAI in and to the following assets (collectively, the "Excluded Assets"):

(a) the cash and cash equivalents, short-term investments, bank account balances, bank deposits, including any deposits posted in respect of letters of credit, and petty cash of OAI;

(b) all rights ofOAI to tax refunds, credits, rebates or similar benefits relating to the Purchased Assets or the Business;

( c) the Excluded Contracts;

(d) shares and other interests or capital ofOAI;

(e) the tax records and insurance policies of OAI;

(f) any Claim of OAI to reimbursement under any insurance policy applicable to OAI;

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(g) Books and Records not pertaining primarily to the Purchased Assets;

(h) all funds or deposits held by suppliers or any other person in trust for or on behalf ofOAI;

(i) the Licensed Software;

G) the Business Name;

(k) any and all amounts owing from related parties to OAI; and

(I) any other assets listed in Schedule F.

2.03 Purchase Price

The aggregate purchase price payable by the Purchaser to the Sales Officer for the Purchased Assets excluding all applicable Taxes (such amount being hereinafter referred to as the "Purchase Price") is an amount equal to a sum of the following:

(a) - for the Purchased Assets (the "Base Purchase Price");

(b) plus any Working Capital adjustment required, in accordance with section 2.05 following the Closing Date; and

( c) plus the amount of the Assumed Liabilities.

2.04 Allocation of Purchase Price

The Purchase Price will be allocated among the Purchased Assets as set out in Schedule G. The Sales Officer and Purchaser will make and file all tax returns and filings on a basis which is consistent with the amount and allocation of the Purchase Price.

2.05 Working Capital Adjustment

(1) The Purchase Price has been determined on the basis that the Business will have Working Capital of- (the "Base Working Capital") on the Closing Date. The Base Working Capital is the Sales Officer's good faith estimate of the Working Capital of the Business as at the Closing Date valued in accordance with prior practices.

(2) As soon as practicable after the Closing Date and no later than twenty (20) Business Days after the Closing Date is known, the Sales Officer will prepare and deliver to the Purchaser an unaudited statement setting out (by separate line-item) the Working Capital for the Business as at the Closing Date (the "Working Capital Statement") with the Purchased Assets included therein valued in accordance with prior practices. From the Closing Date, the Purchaser will, if requested by the Sales Officer, forthwith make available to the Sales Officer, all books of account and accounting records and other information relating to the Business for the purposes of preparing the Working Capital Statement and any dispute with respect to the Working Capital Statement. If requested by the Purchaser, the Sales Officer will permit the Purchaser to review

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the working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Working Capital Statement.

(3) If the Purchaser gives written notice of objection to the Sales Officer that it disputes the Working Capital Statement on or before the I 0th Business Day after the Working Capital Statement is given to the Purchaser, which includes a revised statement of the values of the amounts objected to in the Working Capital Statement and the calculations together with evidence supporting the calculation of such values, then any such objection by the Purchaser will be settled as follows: (i) the Purchaser and the Sales Officer will meet to try, acting at all times in good faith and reasonably, to resolve the Purchaser's objections by mutual written agreement, and (ii) if they are unable to resolve the Purchaser's objections by mutual written agreement within a period of 10 Business Days following the Purchaser's written notice of objection, then each of the Purchaser and the Sales Officer will be entitled to make a motion to the Court (in the Appointment Order proceedings) in order for the Purchaser's objections to be determined by the Court.

( 4) The value of the Working Capital set out in the Working Capital Statement and the calculations contained therein (as they may be modified, as applicable, by the mutual written agreement of the Sales Officer and the Purchaser or by the Court on the disposition of the motion of the Purchaser or the Sales Officer as aforesaid) will become final and binding on the Purchaser and the Sales Officer on the first of the following dates to occur (the "Final Determination Date"): (i) on the 10th Business Day following the date of the Purchaser's receipt of the Working Capital Statement, if the Purchaser does not deliver a written notice of objection to the Sales Officer on or before such date, (ii) on the date of the settlement of the Purchaser's objections by written agreement of the Purchaser and the Sales Officer, (iii) on the date on which the Purchaser and the Sales Officer receive a final decision of the Court pursuant to which the Purchaser's objections are finally determined and in respect of which all appeal periods have expired without any appeal having been filed, or (iv) where an appeal of the decision of the Court has been filed and not abandoned, on the date on which the Purchaser and the Sales Officer receive a final decision of the appeal Court pursuant to which the Purchaser's objections are finally determined.

(5) If the Working Capital as determined in accordance with this Section 2.05 on the Final Determination Date exceeds the Base Working Capital, the Purchaser will pay the amount of the difference to the Sales Officer by wire transfer of immediately available funds to an account specified by the Sales Officer within two Business Days after the Final Determination Date and the Purchase Price will be adjusted accordingly. If the Working Capital as so determined on the Final Determination Date is less than the Base Working Capital, the Sales Officer will pay the amount of the difference to the Purchaser by wire transfer of immediately available funds to an account specified by the Purchaser within two Business Days after the Final Determination Date and the Purchase Price will be adjusted accordingly.

2.06 Elections

(I) The Sales Officer and the Purchaser will on or before the Time of Closing jointly execute an election, in the prescribed form and containing the prescribed information, to have subsection 167(1.1) of the Excise Tax Act (Canada) apply to the sale and purchase of the

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Purchased Assets hereunder so that no tax is payable in respect of such sale and purchase under Part IX of the Excise Tax Act (Canada). The Purchaser will file such election with the Canada Revenue Agency or relevant tax authority within the time prescribed by the Excise Tax Act (Canada).

(2) The Sales Officer and the Purchaser acknowledge that the Sales Officer is transferring Purchased Assets to the Purchaser with a value equal to the amount set out in Section 2.03 in consideration for the Purchaser assuming prepaid obligations of the Sales Officer to deliver goods or provide services in the future. The Sales Officer and the Purchaser will execute and file, on a timely basis and using any prescribed form, a joint election under subsection 20(24) of the Tax Act as to such assumption hereunder, and prepare their respective tax returns in a manner consistent with such joint election.

2.07 Transfer Taxes

(I) The Purchaser will be liable for and, subject to Section 2.06, will pay, or will cause to be paid, all transfer, value added, ad-valorem, excise, sales, use, consumption, goods or services, harmonized sales, retail sales, social services, or other similar taxes or duties ( collectively, "Transfer Taxes") payable under any Applicable Law on or with respect to the sale and purchase of the Purchased Assets under this Agreement. The Purchaser will prepare and file any affidavits or returns required in connection with the foregoing at its own cost and expense.

(2) The Purchaser shall indemnify and save harmless the Sales Officer and its employees, advisors and agents from all Claims incurred, suffered or sustained as a result of a failure by the Purchaser:

(a) to pay any Transfer Taxes payable by the Purchaser; and/or

(b) to file any returns, certificates, filings, elections, notices or other documents required to be filed by the Purchaser with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Purchased Assets.

2.08 Assumption of Liabilities

( 1) At the Time of Closing, the Purchaser will assume and thereafter fulfil, perform and discharge when due the following Liabilities of OAI outstanding as at the Closing Date ( collectively, the "Assumed Liabilities")

(a) all Liabilities relating to Employees as set out in Section 4.03;

(b) Current Liabilities;

( c) all Liabilities arising from or in connection with the Assigned Contracts, including any Cure Costs;

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( d) all Liabilities arising from or in connection with any tax, levy, penalty, interest or costs for which the Purchaser is responsible pursuant to Section 2.07 and any Permitted Encumbrances; and

( e) all Liabilities relating to or arising from the Purchased Assets under Environmental Laws.

(2) In addition to any other provision for indemnification by the Purchaser contained in this Agreement, the Purchaser will, on and after the Closing Date, indemnify and save harmless the Sales Officer on its own behalf and as trustee for its Affiliates and its and their current and former directors and officers, employees, agents, advisors and representatives (including the Sales Officer) (collectively, the "Indemnitees") from and against all Claims asserted against any of the Indemnitees in any way directly or indirectly arising from, relating to or in connection with any of the Assumed Liabilities.

2.09 Assigned Contracts

(I) Subject to Section 2.09(2) and 2.09(3), the Purchaser, with the Sales Officer's consent, will request any consents necessary to permit the assignment to the Purchaser of the Assigned Contracts. The Sales Officer will provide its reasonable cooperation to assist the Purchaser to obtain such consents, including providing financial and other information of OAI requested by the Purchaser or party to such Assigned Contract.

(2) The Purchaser will be responsible for all Cure Costs in respect of any Assigned Contracts.

(3) Nothing in this Agreement will constitute an agreement to assign or an attempted assignment of any non-assignable rights or any Contracts or Permits for which any requisite consent or approval has not been obtained or which as a matter of Applicable Law or by its terms is not assignable.

2.10 Payment of Purchase Price

(I) The Purchase Price will be satisfied by the Purchaser as follows:

(a) an amount equal to 10% of the Base Purchase Price forthwith upon the Purchaser submitting this Agreement, by wire transfer of immediately available funds to an account specified by the Sales Officer, in trust, as a deposit to be held in a bank account at a Canadian chartered bank and paid as provided in Section 2.10(2) (the "Deposit");

(b) - by wire transfer at the Time of Closing of immediately available funds (representing 90% of the Base Purchase Price) to an account specified by the Sales Officer;

( c) by the Purchaser assuming the Assumed Liabilities; and

(d) any Working Capital Adjustment required pursuant to Section 2.05.

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(2) The deposit paid to the Sales Officer by the Purchaser pursuant to Section 2.I0(l)(a) will be paid by the Sales Officer as follows:

(a) to the Sales Officer immediately upon the Director delivering a Conditional Consent, subject to Section 2.1 0(l)(b );

(b) to the Sales Officer at the Time of Closing, with any interest that has been paid by the applicable bank thereon being paid to the Purchaser, in each case net of any applicable bank fees or charges, if the sale and purchase of the Purchased Assets provided for herein is completed in accordance with the terms and conditions hereof;

( c) to the Sales Officer on or after the fifth Business Day after the date of termination of this Agreement, together with any interest that has been paid by the applicable bank thereon (net of any applicable bank fees or charges), if this Agreement is terminated by the Sales Officer pursuant to Section 5.04(a), Section 5.04(c) (unless with respect to a condition in Section 5.02(c) or (d)); or

(d) to the Purchaser on or after the fifth Business Day after the date of termination of this Agreement, together with any interest that has been paid by the applicable bank thereon (net of any applicable bank fees or charges), if this Agreement is terminated by the Purchaser pursuant to Section 5.04(a), Section 5.04(b), Section 5.04(e), or by the Sales Officer pursuant to Section 5.04(c) (solely with respect to a condition in Section 5.02(c) or (d));

provided that if the sale and purchase of the Purchased Assets provided for herein is not completed in accordance with the terms and conditions hereof and, prior to 10:00 a.m. on the fifth Business Day referred to in Section 2.10(2)( c) or ( d), as the case may be, written notice is given by either the Sales Officer or the Purchaser to the other counterparty that such party in good faith disputes that the other is entitled to receive the deposit and/or any accrued interest thereon, then such deposit and all accrued interest thereon may, at the option of the Sales Officer, be paid into Court as soon as reasonably possible (net of any applicable bank fees or charges), and further provided that the Sales Officer shall be entitled to seek the direction of the Court in the Proceeding at any time in respect of any matter relating to the deposit, including the payment thereof to any Person.

2.11 Delivery of Purchased Assets

At the Time of Closing, the Purchaser will take possession of the Purchased Assets where situated. The Purchaser acknowledges that the Sales Officer has no obligation to deliver possession of the Purchased Assets to the Purchaser at any location other than the Leased Locations.

The Sales Officer agrees to make commercially reasonable efforts to facilitate the transfer of the Patient Records in a migratable format to the Purchaser, subject to Applicable Law.

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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.01 Sales Officer's Representations and Warranties

The Sales Officer represents and warrants to the Purchaser that, as at the date hereof and as of the Closing Date:

(a) subject to the entry of the Approval and Vesting Order and any other orders required by the Court in connection with the transactions contemplated herein, the Sales Officer has the power, authority and right to enter into and deliver this Agreement and to carry out its obligations hereunder;

(b) subject to the entry of the Approval and Vesting Order and any other orders required by the Court in connection with the transactions contemplated herein, this Agreement constitutes a valid and legally binding obligation of the Sales Officer, enforceable against the Sales Officer in accordance with its terms;

(c) OAI is registered under Part IX of the Excise Tax Act (Canada) with registration number 83259 4790 RT000l; and

(d) OAI is not a non-resident of Canada within the meaning of section 116 of the Tax Act.

3.02 Purchaser's Representations and Warranties

The Purchaser represents and warrants to the Sales Officer that:

(a) the Purchaser is a corporation duly incorporated, organized and existing under the laws of Ontario;

(b) the Purchaser has the power, authority and right to enter into and deliver this Agreement and to carry out its obligations hereunder;

( c) this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms;

( d) the Purchaser has taken all necessary corporate action to authorize the entering into and performance by it of this Agreement and completion of the transactions contemplated herein and the entering into ofthis Agreement in completion of the transactions contemplated herein will not breach its constating documents, any agreement binding on the Purchaser, or Applicable Laws relating to the Purchaser;

( e) there are no orders of or proceedings before or pending before any Governmental Authority, or threatened to be brought by or before any Governmental Authority by or against the Purchaser affecting the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby by the Purchaser;

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(t) no authorizations, consents or approvals of, or filing with or notice to, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement;

(g) except for the Approval and Vesting Order, no consent, waiver, authorization or approval of any Person and no declaration to or filing or registration with any Governmental Authority is required in connection with the execution and delivery by the Purchaser of this Agreement;

(h) the Purchaser has available sufficient funding to enable the Purchaser to consummate the purchase of the Purchased Assets on the terms set forth herein and otherwise to perform all of the Purchaser's obligations under this Agreement;

(i) the Purchaser is registered under Part IX of the Excise Tax Act (Canada) and the Purchaser agrees to provide the Sales Officer with the registration number prior to the Time of Closing; and

G) the Purchaser is not a non-resident of Canada within the meaning of section 116 of the Tax Act.

3.03 "As Is, Where Is"

(1) The Purchaser acknowledges and agrees that it is purchasing the Purchased Assets on an "as is, where is" basis and on the basis that the Purchaser has conducted to its satisfaction an independent inspection, investigation and verification of the Purchased Assets (including a review of title), Business, Assumed Liabilities and all other relevant matters and has determined to proceed with the transaction contemplated herein and will accept the same at the Time of Closing in their then current state, condition, location, and amounts, subject to all Permitted Encumbrances.

(2) Except as otherwise expressly provided in Section 3.01, no representation, warranty or condition whether statutory (including under the Sale of Goods Act (Ontario), the International Sale of Goods Contracts Convention Act (Canada) and the International Sale of Goods Act (Ontario) or any international equivalent act which may be applicable to the subject matter pursuant to the provisions of this Agreement, including but not limited to the United Nations Convention on Contracts for the International Sale of Goods), or express or implied, oral or written, legal, equitable, conventional, collateral, arising by custom or usage of trade, or otherwise is or will be given including as to title, outstanding liens or encumbrances, description, fitness for purpose, merchantability, merchantable quality, quantity, condition (including physical and environmental condition), suitability, durability, assignability, or marketability thereof or any other matter or thing whatsoever, and all of the same are expressly excluded and disclaimed and any rights pursuant to such statutes have been waived by the Purchaser. The Purchaser acknowledges and agrees that it has relied entirely and solely on its own investigations as to the matters set out above and in determining to purchase the Purchased Assets and assume the Assumed Liabilities pursuant to this Agreement.

(3) The description of the Purchased Assets, Business, and Assumed Liabilities contained herein is for the purpose of identification only and the inclusion of any item in such

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description does not confirm the existence of any such items or that any such item is owned by OAI. Except as otherwise explicitly set forth in Section 3.01, no representation, warranty or condition has been given by the Sales Officer concerning the completeness or accuracy of such descriptions and the Purchaser acknowledges and agrees that any other representation, warranty, statements of any kind or nature, express or implied, (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of OAI or the quality, quantity or condition of the Purchased Assets) are specifically disclaimed by the Sales Officer.

(4) Any documents, materials and information provided by or on behalf of the Sales Officer to the Purchaser with respect to the Purchased Assets, the Business or Assumed Liabilities (including any confidential information memorandums, management presentations, or material made available in the electronic data room) have been provided to the Purchaser solely to assist the Purchaser in undertaking its own due diligence, and the Sales Officer has not made and is not making any representations or warranties, implied or otherwise, to or for the benefit of the Purchaser as to the accuracy and completeness of any such documents, materials or information or the achievability of any valuations, estimates or projections. The Purchaser acknowledges that it has not and will not rely upon any such documents, materials or information in any manner, whether as a substitute for or supplementary to its own due diligence, searches, inspections and evaluations. The Sales Officer and their respective affiliates, directors, officers, employees, agents and advisors shall not be liable for any inaccuracy, incompleteness or subsequent changes to any such documents, materials or information.

ARTICLE 4 - COVENANTS

4.01 Covenants of the Sales Officer

(1) The Sales Officer will ensure that the representations and warranties of the Sales Officer set out in Section 3.01 are true and correct in all material respects at the Time of Closing and use reasonable commercial efforts to ensure that the conditions of closing for the benefit of the Purchaser set out in Section 5.01 over which it has reasonable control have been performed or complied with in all material respects by the Time of Closing.

(2) The Sales Officer shall file with the Court, as soon as practicable after its execution and delivery of this Agreement, a motion seeking the Court's issuance of the Approval and Vesting Order.

4.02 Covenants of the Purchaser

(1) The Purchaser will ensure that the representations and warranties of the Purchaser set out in Section 3.02 are true and correct in all material respects at the Time of Closing and use reasonable commercial efforts to ensure that the conditions of closing for the benefit of the Sales Officer set out in Section 5.02 over which it has reasonable control have been performed or complied with in all material respects by the Time of Closing.

(2) The Purchaser will provide the Sales Officer with all information within its possession or control that the Sales Officer may reasonably request to assist the Sales Officer in obtaining the Approval and Vesting Order.

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(3) The Purchaser will preserve the Books and Records delivered to it at the Time of Closing for a period of six years from the Closing Date, or for such other period as is required by any Applicable Law, and will permit the Sales Officer, OAI and their respective authorized representatives reasonable access thereto in connection with the affairs of OAI, and the right to make copies thereof at their expense.

( 4) The Purchaser shall make the necessary arrangements to replace any letters of credit or other security deposits posted by OAI, the Sales Officer, or any other Person on their behalf, on or prior to Closing.

(5) The Purchaser will comply with the Personal Information Protection and Electronic Documents Act (Canada) and other similar Applicable Laws relating to privacy and the protection of Personal Information in respect of the Books and Records, Contracts and any other business and financial records related to the Purchased Assets and the Business.

(6) The Purchaser shall make good faith efforts to obtain an Unconditional Consent.

4.03 Employee Matters

(I) The Purchaser:

(a) will, prior to the Closing Date, offer to employ all of the Employees who are employed by OAI in the Business, on substantially the same terms and conditions of employment as are in effect on the date hereof;

(b) will, effective the opening of business on the Closing Date, assume responsibility, statutory and otherwise, for the rights, obligations and Liabilities relating to or arising out of the employment of the Employees and will recognize all past service of the Employees with OAI for all purposes; and

( c) in addition to any other provision for indemnification by the Purchaser contained in this Agreement, will indemnify the Sales Officer, its employees and agents, and save each of them fully harmless against any Claims arising out of, as a result of, or relating in any manner whatsoever to the assumption by the Purchaser of the responsibilities, rights, obligations and liabilities as set out in this Section 4.03.

ARTICLE 5 - CONDITIONS AND TERMINATION

5.01 Conditions for the Benefit of the Purchaser

The sale by the Sales Officer and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing:

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(a) the representations and warranties of the Sales Officer set forth in this Agreement will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time;

(b) the Sales Officer will have performed or complied in all material respects with all of the obligations and covenants of this Agreement to be performed or complied with by the Sales Officer at or prior to the Time of Closing;

( c) the Director shall have delivered a Conditional Consent or Unconditional Consent to the Purchaser;

(d) no action or proceeding in Canada will be pending by any third party to enjoin or prohibit the sale and purchase of the Purchased Assets; and

( e) the Approval and Vesting Order will have been granted by the Court and such order will not have been stayed, varied in any material respect, set aside or appealed ( or any such appeal shall have been dismissed with no further appeal therefrom).

5.02 Conditions for the Benefit of the Sales Officer

The sale by the Sales Officer and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Sales Officer and which are to be performed or complied with at or prior to the Time of Closing:

(a) the representations and warranties of the Purchaser set forth in this Agreement will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time;

(b) the Purchaser will have performed or complied in all material respects with all of the obligations and covenants of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing;

(c) no action or proceeding in Canada will be pending by any third party to enjoin or prohibit the purchase and sale of the Purchased Assets;

( d) the Approval and Vesting Order will have been granted by the Court and such order will not have been stayed, varied in any material respect, set aside or appealed ( or any such appeal shall have been dismissed with no further appeal therefrom); and

( e) the Purchaser will have paid or will have made arrangements, satisfactory to the Sales Officer, to pay all Cure Costs pursuant to Section 2.09(2).

5.03 Waiver of Condition

The Purchaser, in the case of a condition set out in Section 5.0 I, and the Sales Officer, in the case of a condition set out in Section 5.02 (other than Section 5.02(d)), will have the

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exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the purchase and sale of the Purchased Assets herein contemplated.

5.04 Termination

This Agreement may be terminated, by notice given prior to or on the Closing Date:

(a) by the Sales Officer or the Purchaser if a material breach of any representation, warranty, covenant, obligation or other provision of this Agreement has been committed by the other party and such breach has not been waived or cured within five days following the date on which the non-breaching party notifies the other party of such breach;

(b) by the Purchaser ifa condition in Section 5.01 becomes impossible to satisfy (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and the Purchaser has not waived such condition;

(c) by the Sales Officer if a condition in Section 5.02 becomes impossible to satisfy (other than through the failure of the Sales Officer to comply with its obligations under this Agreement), and the Sales Officer has not waived such condition;

(d) by the Sales Officer in the event it determines at any time, in its sole discretion, that the Purchaser is or will be unable to satisfy the condition in Section 5.01 ( c );

(e) by the Sales Officer pursuant to Section 6.06(l)(a);

(f) by written agreement of the Purchaser and the Sales Officer;

(g) by the Sales Officer following the expiry of the Outside Conditional Consent Date. For greater certainty, in such case, the Sales Officer shall retain the Deposit.

5.05 Effect of Termination

Each party's right of termination under Section 5.04 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election ofremedies. If this Agreement is terminated pursuant to Section 5.04, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 2.10(2), 6.04, 8.03 and 8.04 will survive; provided, however, that if this Agreement is terminated by a party because of a material breach of a representation or warranty, covenant, obligation or other provision of this Agreement by the other party or because one or more of the conditions to the terminating patty's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating

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party's right to pursue all legal remedies with respect to such breach will survive such termination unimpaired.

ARTICLE 6 - CLOSING ARRANGEMENTS

6.01 Closing

The sale and purchase of the Purchased Assets will be completed at the Time of Closing at the offices ofDentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto, Ontario MSK 0Al.

6.02 Sales Officer's Closing Deliveries

On or before the Time of Closing, the Sales Officer will deliver or cause to be delivered to the Purchaser the following:

(a) a certificate executed by the Sales Officer confirming that the representations and warranties of the Sales Officer in this Agreement are true and correct in all material respects as of the Time of Closing and that the obligations of the Sales Officer to be performed prior to the Time of Closing have been performed in all material respects;

(b) a copy of the issued and entered Approval and Vesting Order;

( c) if available, the tax election as contemplated by Section 2.06(1) executed by the Sales Officer;

(d) if available, the tax election as contemplated by Section 2.06(2) executed by the Sales Officer, if the information necessary to complete such election is available at the Time of Closing;

( e) a bill of sale, duly executed by the Sales Officer, if necessary;

(f) the Assignment and Assumption Agreement executed by the Sales Officer; and

(g) such other documents or instruments as contemplated or required to be delivered by the Sales Officer pursuant to this Agreement, all of which shall be in form and substance satisfactory to the parties, acting reasonably.

6.03 Purchaser's Closing Deliveries

On or before the Time of Closing, the Purchaser will deliver or cause to be delivered to the Sales Officer the following:

(a) payment of the Purchase Price to the Sales Officer as contemplated by Section 2.I0(l)(b) and (c);

(b) evidence, satisfactory to the Sales Officer, of the payment of or arrangements to pay all Cure Costs as contemplated by Section 2.09(2).

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( c) a certificate executed by a senior officer of the Purchaser confirming that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects as of the Time of Closing and that the obligations of the Purchaser to be performed prior to the Time of Closing have been performed in all material respects;

(d) if available, the tax election as contemplated by Section 2.06(1) executed by the Sales Officer;

(e) if available, the tax election as contemplated by Section 2.06(2) executed by the Sales Officer, if the information necessary to complete such election is available at the Time of Closing;

(f) the Assignment and Assumption Agreement executed by the Purchaser; and

(g) such other documents or instruments as contemplated or required to be delivered by the Purchaser pursuant to this Agreement, all of which shall be in form and substance satisfactory to the parties, acting reasonably.

6.04 Confidentiality

Subject to the terms of the Non-Disclosure Agreement, both prior to the Closing Date and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason thereafter, the Purchaser will not disclose to anyone or use for its own or for any purpose other than the purpose contemplated by this Agreement any confidential information concerning OAI or the Business obtained by the Purchaser pursuant hereto, and will hold all such information in the strictest confidence and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason, will return all documents, records and all other information or data relating to OAI or to the Business which the Purchaser obtained pursuant to this Agreement.

6.05 Delivery of Sales Officer's Certificate

When the Sales Officer is satisfied that all conditions hereunder have been satisfied or waived, and all documents to be delivered under the terms hereof have been delivered at or before the Time of Closing, the Sales Officer will deliver an executed copy of the Sales Officer's Certificate to the Purchaser's counsel in escrow upon the sole condition of receipt by the Sales Officer of the amounts referred to in Section 2.10(1). All of the foregoing amounts will then be paid by the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Sales Officer for this purpose pursuant to Section 2.10(1) hereof. Following written confirmation of receipt by the Sales Officer of such funds ( or such person directed by the Sales Officer to receive such funds), the Sales Officer's Certificate will be released from escrow to the Purchaser. Upon such delivery, the closing will be deemed to have occurred at the Time of Closing. The Sales Officer will file a copy of the Sales Officer's Certificate with the Court on the next Business Day following the Closing Date and provide evidence of such filing to the Purchaser.

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6.06 Risk of Loss

(I) Until the Time of Closing, the Purchased Assets will remain at the risk of OAI. If any destruction or damage in excess of-occurs to the Purchased Assets on or before the Time of Closing or if any or all of the Purchased Assets are appropriated, expropriated or seized by governmental or other lawful authority on or before the Time of Closing:

(a) the Sales Officer will forthwith give notice thereof to the Purchaser, and the Sales Officer shall have the right to terminate this Agreement prior to the Time of Closing and shall notify the Purchaser in a reasonable period of time whether it is exercising this right; and

(b) in the event the Sales Officer does not exercise its right of termination under Section 6.06(1 )(a), the Purchaser will have the option, exercisable by notice to the Sales Officer on or before the Time of Closing:

(i) to reduce the Purchase Price by an amount equal to the proceeds of insurance (and, if any such policy provided for a deductible amount, by an amount equal to such deductible amount) or compensation for destruction or damage or appropriation, expropriation or seizure and business interruption with respect thereto (in this Section 6.06 referred to as the "Proceeds"), and to complete the purchase; or

(ii) to complete the purchase without reduction of the Purchase Price, in which event all Proceeds will be payable to the Purchaser and all Claims of OAI to any such amounts not paid by the Closing Date will be assigned to the Purchaser.

(2) If the Purchaser elects to reduce the Purchase Price pursuant to Section 6.06(1 )(b )(i), the Sales Officer will at the Time of Closing determine the amount of the reduction to the extent that it is then determinable and will undertake to adjust such amount after the Closing Date, if necessary.

ARTICLE 7 - SURVIVAL

7.01 Survival

No covenants, representations and warranties of each party contained in this Agreement will survive the completion of the sale and purchase of the Purchased Assets and assumption of the Assumed Liabilities hereunder, except for the covenants that by their terms are to be satisfied or survive after the Time of Closing (including without limitation Sections 2.07, 2.10(2), 4.02(3), 4.03(1), 8.03, 8.04, and 8.16), which covenants will continue in full force and effect in accordance with their terms.

35921667_ 41NATDOCS

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ARTICLE 8 - GENERAL

8.01 Further Assurances

Each of the Sales Officer and the Purchaser will from time to time at the request and expense of the other execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

8.02 Time of the Essence

Time is of the essence of this Agreement.

8.03 Fees, Commissions and other Costs and Expenses

Each of the Sales Officer and the Purchaser will pay its respective legal and accounting costs and expenses and any real estate or other commissions incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses whatsoever and howsoever incurred and will indemnify and save harmless the other from and against any Claim resulting from any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions under this Agreement.

8.04 Public Announcements

Except as required by Applicable Law, no public announcement or press release concerning the sale and purchase of the Purchased Assets may be made by the Sales Officer or the Purchaser without the prior consent and joint approval of the Sales Officer and the Purchaser.

8.05 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the successors and permitted assigns of the parties.

8.06 Entire Agreement

This Agreement (including the agreements contemplated hereby) and the Non-Disclosure Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and such agreements cancel and supersede any prior understandings and agreements between the parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement (including the agreements contemplated hereby) or in the Non-Disclosure Agreement.

35921667_ 4INATDOCS

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8.07 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

8.08 Assignment

This Agreement may not be assigned by the Sales Officer or the Purchaser without the written consent of the other provided that the Purchaser may assign this Agreement without the consent of the Sales Officer to an Affiliate of the Purchaser provided that: (i) such Affiliate enters into a written agreement with the Sales Officer to be bound by the provisions of this Agreement in all respects and to the same extent as the Purchaser is bound, (ii) that the Purchaser will continue to be bound by all the obligations hereunder as if such assignment had not occurred and perform such obligations to the extent that such Affiliate fails to do so, and (iii) such assignment occur prior to the issuance of the Approval and Vesting Order.

8.09 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

To the Sales Officer:

KPMG Inc., in its capacity as Sales Officer of OAI 333 Bay Street, Suite 4600 Toronto, Ontario, M5H 2S5


Attention: Anamika Gadia and Neil Blair

With copies to (which will not constitute notice)

Dentons Canada LLP TD Centre 77 King Street West, Suite 400 Toronto, ON M5K DAI


35921667_ 4INATDOCS

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- 25 -

Attention: Robert Kennedy

To the Purchaser:

257 King High Drive Thornhill, ON L4J 3N3

Email:

Attention:

niravpatel [email protected] and kshah [email protected]

Dr. Nirav Patel and Dr. Keyur Shah

or to such other street address, individual or electronic communication number or address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

8.10 Remedies Cumulative

The right and remedies of the parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

8.11 No Third Party Beneficiaries

This Agreement is solely for the benefit of:

(a) the Sales Officer, and its successors and permitted assigns, with respect to the obligations of the Purchaser under this Agreement, and

(b) the Purchaser, and its successors and permitted assigns, with respect to the obligations of the Sales Officer under this Agreement,

and this Agreement will not be deemed to confer upon or give to any other person any Claim or other right or remedy.

8.12 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

35921667_ 4[NATDOCS

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8.13 Attornment

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. The Sales Officer and the Purchaser each attoms to the jurisdiction of the courts of the Province of Ontario.

8.14 Appointment of Agent for Service

The Purchaser nominates, constitutes and appoints ESB Lawyers LLP, Barristers and Solicitors, of the City of Hamilton its true and lawful agent to accept service of process and to receive all lawful notices in respect of any action arising under this Agreement ( other than any notice that is to be given by one party to another pursuant to Section 8.09). Until due and lawful notice of the appointment of another and subsequent agent in the Province of Ontario has been given to and accepted by the Sales Officer, service of process or of papers and such notices upon ESB Lawyers LLP will be accepted by the Purchaser as sufficient service.

8.15 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect.

8.16 No Registration of Agreement

The Purchaser agrees that it will not register or cause or permit to be registered this Agreement and that no reference to or notice of it or any caution, certificate of pending litigation or other similar court process in respect thereof shall be registered by the Purchaser. The Purchaser shall indemnify and save the Sales Officer harmless from and against any and all Claims whatsoever arising from or with respect to any such registration. This Section shall survive the expiration and/or termination of this Agreement for any reason.

8.17 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

8.18 Electronic Execution

Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

[the remainder of this page is intentionally blank; signature page follows]

35921667_ 4JNATDOCS

86

IN WITNESS WHEREOF the parties have executed this Agreement.


Keyur Shah MD

Nirav Patel MD

KPMG INC. solely in its capacity as Court appointed sales officer of OXFORD ADV AN CED IMAGING INC., and not in any other capacity

Anamika Gadia Senior Vice President

87

SCHEDULE A

FORM OF APPROVAL AND VESTING ORDER



(COMMERCIAL LIST)

THE HONOURABLE JUSTICE ) ) )

DAY, THE[_] DAY OF [_],2018

BETWEEN:


Applicant

-and-


Respondent


APPROVAL AND VESTING ORDER

THIS MOTION, made by KPMG Inc., in its capacity as Court appointed sales officer (the

"Sales Officer"), for an order approving the sale transaction (the "Transaction") contemplated

by an asset purchase agreement (the "Asset Purchase Agreement") between the Sales Officer and

2659428 Ontario Inc. (the "Purchaser") dated October•, 2018, and vesting in Oxford Advanced

Imaging Inc.'s ("OAI) right, title, benefit and interest in and to the assets described in the Asset

Purchase Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue,

Toronto, Ontario.

88

-2-

ON READING the First Report of the Sales Officer dated•, 2018 (the "First Report"),

and on hearing the submissions of counsel for the Sales Officer, the Respondent, and the Purchaser,

and any such other counsel as were present, no one appearing for any other person on the service

list, although properly served as appears from the affidavit of• sworn •, 2018 filed:

I. TIDS COURT ORDERS that unless otherwise defined herein or the context otherwise

requires, capitalized terms used and not otherwise defined herein shall have the meanings ascribed

to them in the Asset Purchase Agreement.

2. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,

and the execution of the Asset Purchase Agreement by the Sales Officer is hereby authorized and

approved, with such minor amendments as the Sales Officer may deem necessary. The Sales

Officer is hereby authorized and directed to take such additional steps and execute such additional

documents as may be necessary or desirable for the completion of the Transaction and for the

conveyance of the Purchased Assets to the Purchaser.

3. THIS COURT ORDERS AND DECLARES that upon the delivery of a Sales Officer's

certificate to the Purchaser substantially in the form attached as Schedule A hereto (the "Sales

Officer's Certificate"), all of OAI's right, title, benefit and interest in and to the Purchased Assets

described in the Asset Purchase Agreement shall vest absolutely in the Purchaser, free and clear

of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs,

mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions,

levies, charges, or other financial or monetary claims, whether or not they have attached or been

perfected, registered or filed and whether secured, unsecured or otherwise ( collectively, the

"Claims") including, without limiting the generality of the foregoing: (i) any encumbrances or

charges created by the Order of Madam Justice Conway dated August 29, 2018; (ii) all charges,

security interests or claims evidenced by registrations pursuant to the Personal Property Security

Act (Ontario) or any other personal property registry system, including those Claims listed on

Schedule B hereto (all of which are collectively referred to as the "Encumbrances", which tenn

shall not include the permitted encumbrances listed on Schedule C) and, for greater certainty, this

Court orders that all of the Encumbrances affecting or relating to the Purchased Assets are hereby

expunged and discharged as against the Purchased Assets.

35921667_ 4[NATDOCS

89

-3-

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Sales Officer's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of the

person having that possession or control immediately prior to the sale.


Iriformation Protection and Electronic Documents Act, the Sales Officer is authorized and

permitted to disclose and transfer to the Purchaser all human resources and payroll information in

OAI's records pertaining to OAI's past and current employees. The Purchaser shall maintain and

protect the privacy of such information and shall be entitled to use the personal information

provided to it in a manner which is in all material respects identical to the prior use of such

information by OAI.

6. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of OAI and any bankruptcy

order issued pursuant to any such applications; and

( c) any assignment in bankruptcy made in respect of OAI;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any

trustee in bankruptcy that may be appointed in respect of OAI and shall not be void or voidable by

creditors of OAI, nor shall it constitute nor be deemed to be a fraudulent preference, assignment,

fraudulent conveyance, transfer at undervalue, or other reviewable transaction under the

Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation,

nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal

or provincial legislation.

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-4-


regulatory or administrative body having jurisdiction in Canada or in the United States 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.

[SEALING]

· 8. THIS COURT ORDERS that the Confidential Appendix to the • Report shall be

sealed, kept confidential and not form part of the public record, but shall be placed separate

and apart from all other contents of the Court file, in a sealed envelope attached to a notice

that sets out the title of these proceedings and a statement that the contents are subject to a

sealing order and shall only be opened upon further order of the Court.]

35921667_ 41NATDOCS

91

Schedule A - Form of Sales Officer's Certificate



(COMMERCIAL LIST)

THE HONOURABLE JUSTICE ) )


BETWEEN:


Applicant

and


Respondent


SALES OFFICER'S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Madam Justice Conway of the Ontario Superior

Court of Justice (the "Court") dated August 29, 2018, KPMG Inc. was appointed as sales officer

(the "Sales Officer") of the assets, undertakings and properties of Oxford Advanced Imaging Inc.

("OAI").

B. Pursuant to an Order of the Court dated •, 2018, the Court approved the agreement of

purchase and sale made as of October •, 2018 (the "Asset Purchase Agreement") between the

Sales Officer and 2659428 Ontario Inc. (the "Purchaser") and provided for the vesting in the

Purchaser of OAI's right, title and interest in and to the Purchased Assets, which vesting is to be

92

-2-

effective with respect to the Purchased Assets upon the delivery by the Sales Officer to the

Purchaser of a certificate confirming: (i) the payment by the Purchaser of the Purchase Price for

the Purchased Assets, (ii) that the conditions to closing as set out in the Asset Purchase Agreement

have been satisfied or waived by the Sales Officer and the Purchaser, and (iii) the Transaction has

been completed to the satisfaction of the Sales Officer.

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

the Asset Purchase Agreement.

THE SALES OFFICER CERTIFIES the following:

1. The Purchaser has paid and the Sales Officer has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Asset Purchase Agreement;

2. The conditions to closing as set out in the Asset Purchase Agreement have been satisfied

or waived by the Sales Officer and the Purchaser, respectively; and

3. The Transaction has been completed to the satisfaction of the Sales Officer.

4. This Certificate was delivered by the Sales Officer at ____ [TIME] on __ _

[DATE].

35921667_ 4INATDOCS

KPMG Inc., in its capacity as Court appointed Sales Officer, and not in its personal capacity

Per:

Name:

Title:

93

94

Schedule B - Claims to be deleted and expunged

The following Personal Property Security Act (Ontario) financing statement registrations:

(a) File Number 708223428 (The Toronto-Dominion Bank);

(b) File Number 708897141 (Element Financial Corporation);

(c) File Number 709149492 (Element Financial Corporation);

(d) File Number 709340265 (The Toronto-Dominion Bank);

(e) File Number 709340283 (The Toronto-Dominion Bank);

(f) File Number 709340301 (The Toronto-Dominion Bank);

95

Schedule C - Permitted Encumbrances

Nil

35921667_ 41NATDOCS

SCHEDULEB

ASSIGNED CONTRACTS AND PERMITS

Premises Leases

Lease Agreement between 1106822 Ontario Ltd. and Canadian Medical Laboratories Limited-April 21, 2003 and all amendments, extensions and renewals thereto. Lease Agreement between First Capital (Ajax) Corporation and CML HealthCare (Imaging) Inc. - May 27, 2003 and all amendments, extensions and renewals thereto.

Equipment

Mississauga Tim Upgrade Equipment Purchase Agreement between Siemens Healthcare Limited and Oxford Medical Imaging dated March 7, 2017 - Quotation 1-IFN3BS-4. Ajax Tim Upgrade Equipment Purchase Agreement between Siemens Healthcare Limited and Oxford Medical Imaging dated March 7, 2017-Quotation l-IFMIMK-4. MRI Injector Purchase and Service Agreement between Bayer Inc. and Oxford Advanced Imaging Inc. dated July 12, 2017 - Quotation 0020027707. Laboratory Products and Service Contract #20141115-GM-TO between Toshiba of Canada Limited and LifeLabs LP dated November 15, 2014. Includes the:

(a) Mississauga CT equipment purchase agreement quotation #8925 attached in Schedule B;

(b) Ajax CT equipment purchase agreement quotation #8924 attached in Schedule B; and

( c) Vitrea Extend workstation purchase agreement quotation attached in Schedule B.

Equipment Service Agreements

MRI Service Agreement, Ajax facility, between Siemens Healthcare Limited and Oxford Advanced Imaging Inc. dated June 20, 2017 - Quotation Q005739 v2.0. MRI Service Agreement, Mississauga facility, between Siemens Healthcare Limited and Oxford Advanced Imaging Inc. dated June 20, 2017 - Quotation Q005749 v2.0. MRI Injector Purchase and Service Agreement between Bayer Inc. and Oxford Advanced Imaging Inc. dated July 12, 2017 - Quotation 0020027707. Laboratory Products and Service Contract #20141115-GM-TO between Toshiba of Canada Limited and LifeLabs LP dated November 15, 2014. Includes the:

(a) CT Maintenance and service agreement quotation #2014-10260 attached in Schedule B; and

(b) Vitrea Extend service agreement quotation #2014-10359 attached in Schedule B.

Heating/Air Service Agreements

Mississauga facility Maintenance Service Agreement between Northern Air Environmental Technologies Inc. and Oxford Advanced Imaging dated March 3, 2016.

96

-2-

Ajax facility Maintenance Service Agreement between Northern Air Environmental Technologies Inc. and Oxford Advanced Imaging dated March 3, 2016.

35921667_ 4INATDOCS

97

BETWEEN

SCHEDULEC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AGREEMENT is made as of•, 2018

2659428 ONTARIO INC., a corporation incorporated under the laws of• (the "Purchaser"),

-and-

KPMG INC., solely in its capacity as Court appointed sales officer of OXFORD ADVANCED IMAGING INC., and not in its personal capacity

WHEREAS the parties hereto have entered into an asset purchase agreement dated as of October•, 2018 (the "Asset Purchase Agreement"), pursuant to which KPMG Inc., solely in its capacity as court appointed sales officer of Oxford Advanced Imaging Inc. ("OAT") and not its personal capacity (the "Sales Officer"), has agreed to assign all ofOAI's right, title, benefit and interest in and to the Assigned Contracts to the Purchaser, and the Purchaser has agreed to assume, perform and indemnify and hold harmless the Sales Officer and OAI from the Assumed Liabilities, upon the terms and conditions set forth therein;

AND WHEREAS pursuant to Sections 6.02(f) and 6.03(f) of the Asset Purchase Agreement, the Purchaser and the Sales Officer are required to enter into and deliver this Agreement at the Time of Closing;

NOW THEREFORE in conjunction with and in consideration of the completion of the transactions to be effected at the Time of Closing as contemplated by the Asset Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Sales Officer and the Purchaser agree as follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions

Unless otherwise defined herein or the context otherwise requires, capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Asset Purchase Agreement.

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-2-

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms "hereof', "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of, and Schedules to, this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limiting the generality of the foregoing".

ARTICLE 2 - ASSIGNMENT AND ASSUMPTION

2.01 Assignment by Sales Officer

Upon and subject to the terms of the Asset Purchase Agreement, effective at the Time of Closing, the Sales Officer hereby assigns and transfers to the Purchaser all of OAI's right, title, benefit and interest under or in respect of the Assigned Contracts.

2.02 Assumption by the Purchaser

Upon and subject to the terms of the Asset Purchase Agreement, effective at the Time of Closing, the Purchaser hereby assumes and agrees to fulfill, perform and discharge the Assumed Liabilities.

2.03 Release by the Purchaser

The Purchaser hereby: (i) unconditionally and irrevocably fully releases and discharges the Sales Officer and OAI from any Claim which the Purchaser may now or hereafter have against the Sales Officer or OAI by reason of any matter or thing arising out of, or resulting from, any of the Assumed Liabilities, and (ii) agrees that the Purchaser will not make or take any Claim with respect to any matter released and discharged in this Section 2.03 which may result in any Claim against the Sales Officer or OAI for contribution or indemnity or other relief.

2.04 Indemnity by the Purchaser

The Purchaser hereby indemnifies and saves harmless the Sales Officer on its own behalf and as trustee for its Affiliates and its and their current and former directors and officers, employees, agents, advisors, and representatives (collectively, the "Indemnitees") from and against all Claims asserted against any of the Indemnitees in any way directly or indirectly arising from, relating to or in connection with any of the Assumed Liabilities. The Purchaser

99

- 3 -

appoints the Sales Officer as the trustee for the Indemnitees of the covenants of indemnification of the Purchaser with respect to such Indemnitees specified in this Section 2.04 and the Sales Officer accepts such appointment.

ARTICLE 3 - GENERAL

3.01 Further Assurances

The Sales Officer and the Purchaser will from time to time execute and deliver all such further documents and instruments and do all acts and things as any of the other parties may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

3.02 Time of the Essence

Time is of the essence of this Agreement.

3.03 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

3.04 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by each of the parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

3.05 Assignment

This Agreement may not be assigned by the Sales Officer or by the Purchaser without the consent of: (i) in the case of an assignment by the Sales Officer, the Purchaser; and (ii) in the case of an assignment by the Purchaser, the Sales Officer.

3.06 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and in accordance with Section [8.09] of the Asset Purchase Agreement.

3.07 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

100

- 4 -

3.08 Attornment

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. The Sales Officer and the Purchaser each attom to the jurisdiction of the courts of the Province of Ontario.

3.09 Appointment of Agent for Service

The Purchaser nominates, constitutes and appoints ESB Lawyers LLP, Barristers and Solicitors, of the City of Hamilton its true and lawful agent to accept service of process and to receive all lawful notices in respect of any action arising under this Agreement ( other than any notice that is to be given by one party to another pursuant to Section 3.06). Until due and lawful notice of the appointment of another and subsequent agent in the Province of Ontario has been given to and accepted by the Sales Officer, service of process or of papers and such notices upon ESB Lawyers LLP will be accepted by the Purchaser as sufficient service.

3.10 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

3.11 Electronic Execution

Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

3.12 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any of the parties.

[The balance of this page has been intentionally left blank]

101

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.


Per:

Per: ---------------

KPMG INC. solely in its capacity as Court appointed sales officer of OXFORD ADVANCED IMAGING INC., and not in any other capacity

Per: ---------------

102

- Nil

SCHEDULED

PERMITTED ENCUMBRANCES

103

SCHEDULEE

IHF Licenses

I. Mississauga clinic at 10 Kingsbridge Garden Circle, #100, Mississauga, ON L5R 3K6, License No. 5094573 (A061) with Computed Tomography and Magnetic Resonance Imaging modalities.

2. Mississauga clinic at 10 Kingsbridge Garden Circle, #100, Mississauga, ON L5R 3K6, License No. 0092384 (AC2E) with general ultrasound modality.

3. Ajax clinic at 300 Harwood Ave. S., Ajax, ON LIS 2Jl, License No. 6991291 (A062) with Computed Tomography and Magnetic Resonance Imaging modalities.

104

- Nil

35921667 _ 4INA TDOCS

SCHEDULEF

OTHER EXCLUDED ASSETS

105

SCHEDULEG

ALLOCATION OF PURCHASE PRICE

[The Purchase Price allocation will he determined by the Purchaser and the Sales Officer prior to the Closing Date]

35921667 _ 4INA TDOCS

106

TAB 1

CONFIDENTIAL APPENDIX "1" Subject to Sealing Order

107

TAB2

CONFIDENTIAL APPENDIX "2" Subject to Sealing Order

108


Applicant



Respondent


(COMMERCIAL LIST)


FIRST REPORT OF KPMG INC. IN ITS CAPACITY AS SALES OFFICER OF OXFORD ADV AN CED

IMAGING INC.

DENTONSCANADALLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M5K 0Al




~

0 co

TAB3

THE HONOURABLE

JUSTICE

BETWEEN:



(COMMERCIAL LIST)

)

)

)

THURSDAY, THE 20th

DAY OF NOVEMBER, 2018


Applicant

- and-


Respondent

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, (ONTARIO) R.S.O.1990, c. B-16, AS AMENDED


THIS MOTION, made by KPMG Inc., in its capacity as Court appointed sales officer

(the "Sales Officer"), for an order approving the sale transaction (the "Transaction")

contemplated by an asset purchase agreement (the "Asset Purchase Agreement") between the

Sales Officer and 2659428 Ontario Inc. (the "Purchaser") dated October 25, 2018, and vesting

in the Purchaser all of Oxford Advanced Imaging Inc.' s ("OAI) right, title, benefit and interest in

and to the purchased assets described in the Asset Purchase Agreement (the "Purchased

Assets"), was heard this day at 330 University Avenue, Toronto, Ontario.

36363794_7JNATDOCS

110

- 2 -

ON READING the First Report of the Sales Officer dated November 12, 2018 (the

"First Report"), and on hearing the submissions of counsel for the Sales Officer, the

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

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

Amanda Campbell sworn November 12, 2018, filed:

1. THIS COURT ORDERS that capitalized terms used and not otherwise defined herein,

shall have the meanings ascribed to them in the Asset Purchase Agreement.

2. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,

and the execution of the Asset Purchase Agreement by the Sales Officer is hereby authorized and

approved, with such minor amendments as the Sales Officer may deem necessary. The Sales

Officer is hereby authorized and directed to take such additional steps and execute such

additional documents as may be necessary or desirable for the completion of the Transaction and

for the conveyance of the Purchased Assets to the Purchaser.

3. THIS COURT ORDERS AND DECLARES that upon the delivery of a Sales Officer's

certificate to the Purchaser, substantially in the form attached as Schedule A hereto (the "Sales

Officer's Certificate"), all of OAI's right, title, benefit and interest in and to the Purchased

Assets described in the Asset Purchase Agreement shall vest absolutely in the Purchaser, free

and clear of and from any and all security interests (whether contractual, statutory, or otherwise),

hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise),

liens, executions, levies, charges, or other financial or monetary claims, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or otherwise

( collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of Madam Justice Conway dated August 29,

2018; (ii) all charges, security interests or claims evidenced by registrations pursuant to the

Personal Property Security Act (Ontario) or any other personal property registry system,

including those Claims listed on Schedule B hereto (all of which are collectively referred to as

the "Encumbrances", which term shall not include the permitted encumbrances listed on

Schedule C) and, for greater certainty, this Court orders that all of the Encumbrances affecting

or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased

Assets.

36363794_71NATDOCS

111

- 3 -


Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Sales Officer's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of

the person having that possession or control immediately prior to the sale.

5. THIS COURT authorizes and directs the Sales Officer and/ or its solicitors or its agents

to file one or more financing change statements to amend and / or discharge the PPSA

registrations set forth in Schedule B, as may be required.


Information Protection and Electronic Documents Act, the Sales Officer is authorized and

permitted to disclose and transfer to the Purchaser all human resources and payroll information

in OAI's records pertaining to OAI's past and current employees. The Purchaser shall maintain

and protect the privacy of such information and shall be entitled to use the personal information

provided to it in a marmer which is in all material respects identical to the prior use of such

information by OAI.




Bankruptcy and Insolvency Act (Canada) in respect of OAI and any bankruptcy

order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect ofOAI;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of OAI and shall not be void or

voidable by creditors of OAI, nor shall it constitute nor be deemed to be a fraudulent preference,

assignment, fraudulent conveyance, transfer at undervalue, or other reviewable transaction under

the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial

36363794_71NATDOCS

112

- 4 -

legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any

applicable federal or provincial legislation.



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.

SEALING

9. THIS COURT ORDERS that Confidential Appendix "1" and Confidential Appendix

"2" to the First Report, shall be sealed, kept confidential and not form part of the public record,

but shall be placed separate and apart from all other contents of the Court file, in a sealed

envelope attached to a notice that sets out the title of these proceedings and a statement that the

contents are subject to a sealing order and shall only be opened upon further order of the Court.

APPROVAL OF ACTIVITIES

10. THIS COURT ORDERS that the activities of the Sales Officer, as set out in the First

Report, are hereby approved.

36363794_7INATDOCS

113

SCHEDULE "A" Form of Sales Officer's Certificate



(COMMERCIAL LIST)

THE HONOURABLE JUSTICE ) )


BETWEEN:


Applicant

and


Respondent


SALES OFFICER'S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Madam Justice Conway of the Ontario Superior

Court of Justice (the "Court") dated August 29, 2018, KPMG Inc. was appointed as sales officer

(the "Sales Officer") of the assets, undertakings and properties of Oxford Advanced Imaging

Inc. ("OAI").

B. Pursuant to an Order of the Court dated November 20, 2018, the Court approved the

agreement of purchase and sale made as of October 25, 2018 (the "Asset Purchase

Agreement") between the Sales Officer and 2659428 Ontario Inc. (the "Purchaser"), and

provided for the vesting in the Purchaser of all of OAI's right, title and interest in and to the

36363794_71NATDOCS

114

-2-

Purchased Assets, which vesting is to be effective with respect to the Purchased Assets upon the

delivery by the Sales Officer to the Purchaser of a certificate confirming: (i) the payment by the

Purchaser of the Purchase Price for the Purchased Assets, (ii) that the conditions to closing as set

out in the Asset Purchase Agreement have been satisfied or waived by the Sales Officer and the

Purchaser, and (iii) the Transaction has been completed to the satisfaction of the Sales Officer.


the Asset Purchase Agreement.

THE SALES OFFICER CERTIFIES the following:

1. The Purchaser has paid and the Sales Officer has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Asset Purchase Agreement;

2. The conditions to closing as set out in the Asset Purchase Agreement have been satisfied

or waived by the Sales Officer and the Purchaser, respectively; and

3. The Transaction has been completed to the satisfaction of the Sales Officer.

THIS CERTIFICATE was delivered by the Sales Officer at ___ [TIME] on __ _

[DATE].

36363794_71NATDOCS

KPMG Inc., in its capacity as Court appointed Sales Officer, and not in its personal capacity

Per: Name: Title:

115

SCHEDULE "B" PPSA Registrations

Personal Property Security Act (Ontario) financing statement registrations:

(a) File Number 708223428 (The Toronto-Dominion Bank);

(b) File Number 708897141 (Element Financial Corporation);

(c) File Number 709149492 (Element Financial Corporation);

(d) File Number 709340265 (The Toronto-Dominion Bank);

(e) File Number 709340283 (The Toronto-Dominion Bank);

(f) File Number 70934030 I (The Toronto-Dominion Bank);

36363794_71NATDOCS

116

Nil

36363794_71NATDOCS

SCHEDULE "C" Permitted Encumbrances

117


Applicant

36363794_7[NATDOCS



Respondent


(COMMERCIAL LIST)







-->. -->.

OJ

TAB4

DOC810R: 1291927\H

THE HONOURABLE

JUSTICE

BETWEEN:

Court File No.


£COMMERCIAL LISTl

Re¥ised: January 21, 2014 119

CV-J 8-603360-oocr,

) \VBBKDAYTHTJRSDAY. THE#2Qili

) ) DAY OF MONTHNOVEMBER. 2-0¥R-2Ql8.

PLf.INTIFF

Plaintiff


A12nlicant

- and--::

DEFENDANT

Defendant

OXFORD ADVANCED IMAGING INC-

Resnondent

APPLICATION UNDER SECTION 207 OF THE BUJiTNESS CORPORA UQNS d er. <ONTARIO} R,S,O, 1990. c. B-16, AS AMENDED


36363794 ZINATPOCS

IJ8CS'FOR: 120!92+\H

2

THIS MOTION, made by [RBCEIVER'S l>!AME]KPMG Inc .. in its capacity as the-

Court- appointed receiversa!es officer (the "Receiver") ef the 1IDelertakillg, pFOperty aael assets ef

[DEBTOR] (the "Debter")"SaJes Officer") for an order approving the sale transaction (the

!!'.'.Transaction!!:) contemplated by an asset purchase agreement ef pUFchase aael sale (the

!!Sale"Asset Purchase Agreement!!:) between the Receiver allel [Nf.ME OF PURCHASER] (the

"Purnhaser") elateel [DATE] aael appelleleel te the Repert ef the Receiver elateel [DATE] (the

"Report")-Sales Officer and 2659428 Ontario Tue (the "Purchaser") dated October 25 2018

and vesting in the Purchaser the Debter'sa!! of Oxford Advanced Imagjng Inc's C"QAn right,

title benefit and interest in and to the purchased assets described in the S-aleAsset Purchase Agreement (the !!'.'.Purchased Assets!!:), was heard this day at 330 University Avenue, Toronto,

Ontario.

ON READING the Repertfirst Report of the Sales Officer dated November 12 2018 (the "First Report"), and on hearing the submissions of counsel for the Receiver, [!>!AMES OF

OTHER PARTIES APPEARING]Sa!es Officer the Respondent the Purchaser and any such other cmmse] as were present, no one appearing for any other person on the service list, although

properly served as appears from the affidavit of [l>L-\ME] Amanda Campbel! sworn

[D,-\TR]November l 2, 201 8, filed+:

1. THIS COURT ORDERS that capita1ized terms used and not otherwise defined herein, shall have the meanings ascribed to them in the Asset Purchase Agreement

2.. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,"

and the execution of the S-aleAsset Purchase Agreement by the Receiver>Sa1es Officer is hereby

authorized and approved, with such minor amendments as the ReceiverSa1es Officer may deem

necessary. The ReceiverSajes Officer is hereby authorized and directed to take such additional

+ This medel erder assumes that the time fer serviee dees net need le 1,e abridged. The metiea seeking a vesting erder sheuld 1,e sen·ed ea all 13ersens having an eeenemie interest in the P11rehased Assets, UR!ess eireumstanees warrant a differe!l! a1313reaeh. Ceuasel sheuld eeasider attaehiag the affidavit sf sen·iee le this Order.

"In same eases, aetalJly ,.,~ere this Order may 1,e relied UJ3S!l fer 13reeeedings ia the United States, a liadmg that the Transaetiea is eemmereially reasenalJle and in !he bes! interests efthe Dealer and its stakehelders may 1,e aeeessary. E•,eideaee sheuld 1,e liled le su1313ert sueh a liadiag, ,,~ieh liadmg may then 1,e iaeluded m the Ceurt"s eadersemea!.

; la seme eases, the Deeter will 1,e the veader ,mder the Sale Agreement, er etherwise aeliYely iaYal\,ed in the . Traasaetiea. Ia these eases, eare sheuld 1,e taken ta ensure that this Order au!hariaes either er beth efthe Dealer and the Reeeh·er le e,weute aad deliver deeumeats, and take ether ste13s.

36363794 ZINAIPOCS

120

DOCS+OR: !20192+\!4

3

steps l'l!ld execute such additional documents as may be necessary or desirable for the completion

of the Transaction and for the conveyl'lllce of the Purchased Assets to the Purchaser.

3... '.b-THIS COURT ORDERS AND DECLARES that upon the delivery of a

ReceiverSn)es Officer's certificate to the Purchaser. substantially in the form attached as

Schedule A hereto (the "Receiver"'Sa)es Officer's Certificate!.':), all of the Debtor'.Qe.l); right,

title, benefit l'llld interest in l'llld to the Purchased Assets described in the S-aleAsset Pnrchase Agreement [and listed OR Schedule B hereto]4 shall vest absolutely in the Purchaser, free and

clear of and from any and all security interests (whether contractual, statutory, or otherwise),

hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise),

liens, executions, levies, charges, or other financial or monetary claims, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, the !.''.'.Claims!.'':'.) including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the HoaournbleMadam Justice

[NAMB]Conway dated [Df,TB];\ugust 29 20) 8; (ii) all charges, security interests or claims

evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other

personal property registry system; and (iii) jnc)ndjng those Claims listed on Schedule GB. hereto

(all of which are collectively referred to as the !.''.'.Encumbrances!.':'., which term shall not include

the permitted encumbrances, easements and restrietive coveaaRts listed on Schedule &Q and,

for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the

Purchased Assets are hereby expunged and discharged as against the Purchased Assets.

3. THIS COURT ORDBRS that llJ30R the registration in the Land Registry Office fer the

[Registry Division of (LOCATION] of a Transfer/Deed of Land in the ferrn prescribed by the

Laml Registratien Re.form Aet duly eiteeuted by the Reefr.'er] [Land Titles Division of

(LOCATIOl>IJ of an Application fer Vestillg Order ill the ferrn prescribed by the Land Titles Aet

and/or the Land Registffltien Reform Aet]6, the Land Registrar is hereby directed to eRter the

4 Te allew this O,de, le be ifee standing (aad net requiFO refereaee te the CeHr! reeerd aael/er the Sale Agreemea!), · it may be preferable that the PHrehased Assets be speeifieally dese,ibed ia a SehedHle.

> The "Claims" being ,,,ested eH! may, ia some eases, inelHde ownership elaims, where ewaership is dispH!ed aad the displ!!e is broHgh! te the attemioa ef!he CoHr!. SHeh ewaership elaims woHld, in that ease, still eemiRHe as against the ae! proeeeds ifom the sale efthe elaimed asset. SimilaFly, other rights, titles er imerests eoHld also be vested OH!, if!he CeHr! is advised what rights are being affeeted, aad the approp,iate persoas are seFVed. I! is the SHheommit!ee's vieY/ that a aen speeifie vestiag oil! of "rights, titles aad iate,es!s" is YagHe and !herefere HadesiFable.

6 !lleet the laagaage appropFiate le the laad registry system (Registry ,,s. Land Titles).

36363794 Z[NAJQQCS

121

DOCSTOR: 1201927\!4

4

PW'ehaser as the owner of the subj eet real property ielentifieel in Seheelule B hereto (the "Real

Property") in fee simple, anel is hereby elireeteel to elelete anel eicpunge from title to the Real

Property all ofthe Claims listeel in Seheelule C hereto.


Claims, the net proceeds7 from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Reeeiver'Sa)es Officer's Certificate all Claims and Encumbrances shall attach to the net proceeds from the sale of the

Purchased Assets with the same priority as they had with respect to the Purchased Assets

immediately prior to the sale8, as if the Purchased Assets had not been sold and remained in the

possession or control of the person having that possession or control immediately prior to the

sale.

5. THIS COURT ORDERS AND DIRECTS the Reeeiver to file with the Court a eopy of

the Reeej,,,er's Certifieate, forthv'*'1 after elelivery thereof.authorjzes and djrects the Sa)es Officer

and/ or its so1icitors or its agents to file one or more financing change statements to amend and/ or discharge the PPSA registrations set forth in Schedule B as max he remJired.


Information Protection and Electronic Documents Act, the ReeeiverSa)es Officer is authorized

and permitted to disclose and transfer to the Purchaser all human resources and payroll

information in the Company'.Q.8.l'..s records pertaining to the Debtor'.Q.8.l'..s past and current

employees, inclueling personal information of those effif')loyees Ii steel on Seheelule "•" to the Sale

Agreement. The Purchaser shall maintain and protect the privacy of such information and shall

be entitled to use the personal information provided to it in a manner which is in all material

respects identical to the prior use of such information by the Debtor.QA!.



7 The Repel'! sheula iaeRtil'.,· the ElispesitieR oasis ana aRy ether easts which sheula be paia !fem the grass sale proeeeds, to arriYe a-t 11net proeee8s 11

•

8 This preYisieR CF)'Slalli,es lhe Elate as efwhieh the Claims will be ElelermiRea. !fa sale scours early iR the inselvency preeess, er petenlially secured elaimaRts may Rat have haa the lime er the ability le register er perfect preper claims prier ta the sale, this previsien may RBI be apprepriate, ana sheula be ameRElea ta remeve this 6F)'Slalli,alieR 68RCept.

36363794 ZINAIPOCS

122

DOCS+OR: !201927'!1

5


Bankruptcy and Insolvency Act (Canada) in respect of the Deet0r.Q.8.l and any

bankruptcy order issued pursuant to any such applications; and

( c) any assignment in bankruptcy made in respect of the Deet0r.Q.8.l;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of the Deet0r.Q.8.l and shall not be

void or voidable by creditors of the Deet0r.Q.8.l, nor shall it constitute nor be deemed to be a

fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other

reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable

federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct

pursuant to any applicable federal or provincial legislation.

8. THIS COURT ORDERS 1\ND DECLARES that the Transaeti0n is ei,em-pt ft0m the

aJ3J3liea-ti0n 0f the Bulk &Iles Aet (On-tari0) .

.8... 9'-THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,


effect to this Order and to assist the ReeeiverSa]es 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 Reeeh•erSa]es Officer. as an

officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the

ReeeiverSa]es Officer and its agents in carrying out the terms of this Order.

SEAT,TNG

THIS COJJBT ORDERS that Confidential Auuendix "1" and Confidential Aunendix

"2" to the First Renart sha11 be sealed keut confidential and not fonn uart of the uub1ic record,

but sba11 be p]aced s>marate and auart from a11 other contents of the Court file, in a sealed envelope attached to a notice that sets out the title of these proceedings and a statement that the contents are subiect to a sealing order and shall only he ouened uuon fiutber order of the Court

APPROVAL OF ACIIYIIIES

36363794 ZINAIPOCS

123

DOCS+GR: 120192+\H

6 124

Reuort THIS COURT ORDERS that the -- --- activities of the O 1 Offi Hre h h -- --- ,,a escer as set out in the First

erey approved,

36363794 ZINAIDOCS

I I I I I I

I

DOCS+OR: 1201927'11

Revised: Jaffilary 21, 2014

Seheaule A SCflEPJTLE "A" Form of ReeeiverSajes Officer's Certificate

Court File No. ===:::::;C1..Y~-)L.ll$a:i-6;ii.Ql.l3JJ3 6illQ1=-Qll.lP.L1.C..i..L


£COMMERCIAL LISTl

THE HONOURABLE JUSTICE ) DAY THE r J DAY OF

BETWEEN:


Auu1icant


Resuondent

APPLICATION UNDER SECTION 207 OF IRE BUSTNESS CQRPQRA UQNS A CT. (ONTARIO) R,S,O, 1990, c, R-16, AS AMENDED

BET WE El'!:

PLf.INTIFF

Plaintiff

and

DEFENDf.NT

Defendant

RECEIVRRSALRS OFFICER'S CERTIFICATE

36363794 ZINAIPPCS

125

IJOCHO!\: 1201927\14

--±--.2.-

RECITALS

A. Pursuant to an Order of the Honourable [!'JAMB OF JUDGE]Madam Justjce Conway of

the Ontario Superior Court of Justice (the !!,'.'.Court!!:) dated [DATB OF ORDBRJ, [1'1/,MB OF

RBCBIVBRJAugust 29 20] 8 KPMG Inc was appointed as the Feeeiversajes officer (the

"ReeeiveF""SaJes Officer") of the \ffidertakiag, :flFSperty aad assets sf [DBBTOR] (the

''DebteFassets undertakings and properties of Oxford Advanced Imaging Inc, ("OAI").

B. Pursuant to an Order of the Court dated [DATB],Noyemher 20 20] 8 the Court approved

the agreement of purchase and sale made as of [DATB OF AGRBBMBNT]Octoher 25 20] 8 (the

-"-Sale"Asset Purchase Agreement!!:) between the ReeeiveF [Debtsrj aad [!'IAMB OF

PUR-CHASBRJ (the "Sa!es Officer and 2659428 Ontarjo Tpc (the "Purchaser!!:). and provided

for the vesting in the Purchaser of the Debtsrnll of OAT' s right, title and interest in and to the

Purchased Assets, which vesting is to be effective with respect to the Purchased Assets upon the

delivery by the ReeeiverSa!es Officer to the Purchaser of a certificate confirming ,;__(i) the

payment by the Purchaser of the Purchase Price for the Purchased Assetst. (ii) that the conditions

to Clssiagc)osjng as set out in seetisa • sf the &¼leAsset Pnrchase Agreement have been

satisfied or waived by the ReeeiverSn!es Officer and the Purchasert. and (iii) the Transaction has

been completed to the satisfaction of the ReeeiveFSa!es Officer.


the &¼leAsset Purchase Agreement.

THE RBCBIVERSALES OFFICER CERTIFIES the following:

1. The Purchaser has paid and the RsieeiverSa!es Officer has received the Purchase Price for

the Purchased Assets payable on the Closing Date pursuant to the &¼leAsset Purchase Agreement;

2. The conditions to Clssitigc)osjng as set out in seetisa • sf the &¼leAsset Purchase Agreement have been satisfied or waived by the ReeeiverSa!es Officer and the Purchaser~

respectively; and

3. The Transaction has been completed to the satisfaction of the ReeeiverSa)es Officer.

36363794 ZINAIPOCS

126

ElOCS'FOR: !201927114

4. This CertifieateTHTS CERTIFICATE was delivered by the ReeeiverSa)es Officer at

___ [TIME] on ___ [DATE].

36363794 ZINAIDOCS

[NAME OF RECEl:VER]KPMG Inc., in its capacity as Reeeiver ef the 11nllertalting, flFOflel'ty and assets ef [I>EBTOR]Court annointed Sales Officer, and not in its personal capacity

Per: Name: Title:

127

SCHEDJJI,E "B" PPSA Registrations

Sehedule B Purehased Assets

Personal Pranertv 6 ecurz --c: ·ro Act (Ontario) financing statement registrations·

F11e Num er -------. b 708223428 (The Toronto-Dominion Rank):

b 708897141 (E]ement Financial Cornoration)· File Nnm er ------- -

File Number 709149492 (Element Financial Corporation);

· · Bank)· . b 709340265 (The Ioronto-:P:0:ru::10:1:0=0 =---_-_· _________ _ F11e Nurn er ------

FUe N11m er --------b 709340283 (The Toronto-Dominion Bank)·

· · B k)· b 709340301 (The Ioronto-Dom1monan -File Nnm er --------

36363794 ZINAIDOCS

128

DOCS+OR: 120192+\l1

129

Sehedule c Claims to be deleted and 1mnged from ftl I e to Real PFOfl erty

36363794 ZINATDOCS

DOCS+ORo: 120!92+\!1

Sehedule D SCHEDULE "C" Permitted Encumbrances, Easements and RestrietiYe Covenants

related ta the Real PraJJerty

(unaffeeted hy the Vesting Order)

3§3§3794 ZI NAJpocs

130

. 131

132

D t

Input:

Document 1 ID

Description

Document 2 ID

Description

Rendering set

Legend:

Insertion Deletion

Moved from

Moved to Style change

Format change

Moved deletion

Inserted cell

Deleted cell

Moved cell

SpliUMerged cell

Padding cell

Statistics:

Insertions

Deletions

Moved from

bv Worksh 9.5 N ber 12. 2018 3:35:42 PM

file://\\law.firm\Users\campbellam\My Documents\approval-and-vesting-order-EN.doc

approval-and-vesting-order-EN

interwovenSite://NDCDMS01 .LAW.FIRM/NATDOCS/3636 3794/7

#36363794v7<NATDOCS> - Approval and Vesting Order -November 2018 v.7

Dentons Standard

-

-· . - -

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Count

172

142

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.....J,,,

w w


Applicant

36385362_ 1 INATDOCS

- and-



Respondent


(COMMERCIAL LIST)


MOTION RECORD (Returnable November 20, 2018)



