5

D. Further Court orders

20. On January 18, 2018, Justice Conway suspended the sale process for the illiquid assets of

NextBlock. On February 2, 2018, Justice Conway adjoured a proposed distribution motion to

permit the parties to address unresolved issues.

21. The principal such unresolved issue was the tax treatment of proceeds of funds from the

sale of NextBlock's assets. Unfortunately, due to a serious illness of the principal tax advisor

involved, the tax opinion as to the best manner to distribute the money has been delayed. However,

the tax opinion is being finalized and is expected within the next week. NextBlock then intends

to move as promptly as possible to seek approval to distribute an appropriate amount of cash.

Roebuck Affidavit, paras. 15-16; MR, Tab 2.

E. NextBlock's Assets and Liabilities

22. As of March 9, 2018, there is $8,391,614.10 USD and $33,704,965.73 CAD in

NextBlock's bank accounts.

Roebuck Affidavit, para. 9; MR, Tab 2.

23. NextBlock is currently selling on average about $500,000 per day, including weekends.

The market prices for the assets fluctuate significantly from day to day.

Morris Affidavit, para. 7; MR, Tab 3.

24. NextBlock has paid all External Holders the principal amounts of their debentures totalling

$17,152,000 on January 16, 2018 by cheque or wire transfer. Of this amount, approximately

$100,000 has yet to be withdrawn from NextBlock's accounts.

Roebuck Affidavit, para. 7; MR, Tab 2.

25. NextBlock also paid all remaining holders, who are related to the Company's founders, in

the amounts totalling $2,783,000.00 on January 25, 2018.

Roebuck Affidavit, para. 8; MR, Tab 2.

6

F. Commercial Sensitivity of NextBlock's Assets

26. Given the nature of the assets and the market, it would also be detrimental to NextBlock

and the Holders if the information about NextBlock's non-cash assets and investments were made

public. If the value and identity of investees is made known, the price of these assets may be

negatively impacted. Certain of the relevant exchanges are relatively small and illiquid, and have

very significant price volatility. Increased publicity may also negatively impact the investee

companies or projects, as they may be subject to unwanted and unwarranted media attention.

Morris Affidavit, para. 17; MR, Tab 3.

G. The Amended Sales Plan and Order

27. There has been a material change in circumstances in the blockchain market since the initial

Order on December 4, 2017. Certain of NextBlock's assets have become liquid and are trading at

a significantly higher value than initially anticipated before the Order.

Morris Affidavit, para. 6; MR, Tab 3.

28. While the original Plan approved by this Court set out a bidding process, NextBlock is of

the opinion that given the current state of the market, bidders in a bidding process would not have

enough funds to place sufficient bids. It is therefore more commercially reasonable to wait until

the illiquid tokens become liquid, list them on the relevant exchanges, and then sell them into the

market. Otherwise, NextBlock risks selling tokens at a discounted rate.

Morris Affidavit, para. 6; MR, Tab 3.

29. In light of this, NextBlock has proposed the Amended Sales Plan set out at Schedule "B".

30. NextBlock proposes to continue to sell digital tokens and other liquid assets as some of the

illiquid assets become liquid. These assets will be sold into the relevant markets on a gradual basis

so as not to overwhelm the market, and in order to maximize profit.

Morris Affidavit, para. 8; MR, Tab 3.

31. NextBlock has a vesting schedule for tokens meaning that NextBlock gradually receives

additional tokens over time from the investee companies, including over the balance of this year.

7

The entire sales process will therefore take approximately 12 to 14 months to complete, with an

estimated end date of March 2019.

Morris Affidavit, para. 8; MR, Tab 3.

32. Like the original sales plan, the Amended Sales Plan provides for payment of the

Corporation's expenses and obligations, followed by repayment of the principal amounts of the

Debentures, and additional payments thereafter.

33. The Amended Sales Plan also provides for a possible upside to all Debenture Holders.

Court approval will be sought prior to any distribution.

Amended Sales Plan, Schedule "B".

H. Three Percent Share of Net Gains to Murthly Holdings Ltd.

34. Charles Morris is the Chief Investment Officer of NextBlock who has been primarily

responsible for the sale of NextBlock's non-cash assets. Mr. Morris has significant expertise in the

relevant blockchain and crypto-currency market, as well as a unique knowledge of NextBlock's

investments, and is therefore integral to the orderly wind-up of NextBlock.

35. Given Mr. Morris' important role in maximizing value for Debenture Holders through the

extended wind-down process, and the need to retain him, the Single Representative has proposed

that Mr. Morris through his company Murthly Holdings Ltd. be provided with a 3% share of the

Net Gains on the sale of NextBlock's non-cash assets, to be paid outside the Waterfall provisions

of the Plan set out at Schedule "A" of the Initial Order, so long as he stays with NextBlock.

Alex Tapscott Affidavit sworn January 26, 2018, paras. 5-7; MR, Tab 4.

I. Remuneration to Ryan Roebuck and Dennis Bennie

36. Ryan Roebuck is the Chief Financial Officer of NextBlock and Dennis Bennie is a director

of NextBlock. Given the increased and unanticipated activity in the market and the additional

activity involved with the proposed extended sales process, the Single Representative has approved

an additional $2,500.00 CAD to be paid monthly to Ryan Roebuck in addition to his current

8

monthly payment of $5,000.00 CAD, and $5,000.00 CAD to be paid monthly to Dennis Bennie so

long as NextBlock is selling non-cash assets.

Alex Tapscott Affidavit sworn January 26, 2018, para. 11; MR, Tab 4.

J. Audited Financials

37. The parties have agreed that given the proposed extended sales process, it is prudent for

NextBlock to complete quarterly audits which shall be provided to all Debenture Holders.

PART III - ISSUES

38. The issues to be determined on this motion are whether this Court should:

(a) Permit a modified sales procedure to enable the sale of the Corporation's assets in

a commercially reasonable manner, and grant an Order approving the Amended

Sales Plan;

(b) Permit the 3% share of net gains to Charles Morris' company Murthly Holdings

Inc.;

(c) Permit the remuneration to Ryan Roebuck and Dennis Bennie;

(d) Authorize and direct the Corporation to engage auditors to audit the financial

statements of NextBlock on a quarterly basis; and

(e) Grant a sealing Order respecting Exhibit B of Charles Morris' Affidavit sworn

January 12, 2018.

PART IV - LAW AND SUBMISSIONS

The Court Should Approve the Amended Sales Plan

39. The unexpected increase in value of certain of NextBlock' s assets has resulted in a material

change in circumstances and the proposed amendments are on consent of the Corporation, the

Monitor for the Corporation Albert Gelman Inc. (the "Monitor"), and the Single Representative.

9

40. The court has the power to vary or amend the Order dated December 4, 2017 and the

original sales plan.

Rules of Civil Procedure, RRO 1990, Reg. 194, Rules 37.

Order of Justice Conway dated December 4, 2017, para. 41; Schedule "A".

Logan v. Harper (2004), 72 O.R. (3d) 706, [2004] O.J. No. 4132 at para. 7;

Book of Authorities ("BOA"), Tab 1.

41. Section 207 of the OBCA also confers a broad discretion on the court to make orders in

furtherance of or otherwise in connection with a winding-up.

Re R.J. Jowsey Mining Co. Ltd., [1969] 2 O.R. 549 (Ont. CA) ("Jowsey") at

para. 4; BOA, Tab 5.

42. The relief requested in the draft Order and the Amended Sales Plan is necessary to effect

the orderly payment of all interested parties, and to maximize profit.

Three Percent Net Gains to Murthly Holdings Ltd. and Remuneration to Ryan Roebuck and

Dennis Bennie

43. The Single Representative has suggested and the Monitor, and the Corporation agree, that

given the extended sales process, Charles Morris, Ryan Roebuck and Dennis Bennie will need to

dedicate more time and effort to the sales process of NextBlock's assets than originally anticipated.

44. In order to ensure that the sales process continues to be carried out in a commercially

reasonable manner with a view to maximizing revenues to NextBlock, the parties agree that it is

necessary to provide a 3% net gain share to Charles Morris through Murthly Holdings Ltd., and to

compensate Ryan Roebuck and Dennis Bennie so long as NextBlock is selling non-cash assets.

Audited Financials

45. In light of the extended sales process, the parties have agreed that it is prudent for

NextBlock to complete quarterly audits which shall be provided to all Debenture Holders.

10

A Sealing Order is warranted in the Circumstances

46. The court also has the jurisdiction to grant a sealing order over the particulars of

NextBlock's non-cash assets and investments in Exhibit B to Charles Morris' Affidavit sworn

January 23, 2018. A sealing order was previously granted over a virtually an identical exhibit,

being Exhibit B to Charles Morris' Affidavit sworn November 23, 2017, under the Initial Order.

Courts of Justice Act, RSO 1990, c. C.43, s. 137(2).

Sierra Club of Canada v. Canada (Minister of Finance), 2002 SCC 41 at para.

53; BOA, Tab 2.

47. The order is necessary to prevent a serious risk to the interests of NextBlock and its

stakeholders, including the Holders. The scope of the order is restricted as much as reasonably

possible, and there is minimal impact on freedom of expression and the open courts principle given

that the Monitor will have full access to the information, has reporting obligations and is an officer

of the court, and given the nature of this proceeding as compared to traditional civil litigation.

Morris Affidavit, para. 16; MR, Tab 3.

PART V - RELIEF REQUESTED

48. The Corporation respectfully requests that this Court grant an Order substantially in the

form of the draft Order attached as Schedule "D" hereto.

ALL OF WHICH IS RESPECTFULLY SUBMITTED,

March tir;),018Aaron A. Blumenfeld / Veronica Sjolin

BORDEN LADNER GERVAIS LLP

Lawyers for the Applicant, NextBlock Global

Ltd

SCHEDULE "A" — AUTHORITIES

1. Logan v. Harper (2004), 72 O.R. (3d) 706, [2004] O.J. No. 4132 (Ont. Sup. Ct. J.)

2. Re R.J. Jowsey Mining Co. Ltd., [1969] 2 O.R. 549 (Ont. CA)

3. Sierra Club of Canada v. Canada (Minister of Finance), 2002 SCC 41

SCHEDULE "B" — STATUTES AND REGULATIONS

1. Rules of Civil Procedure, RRO 1990, Reg 194

37.13 (1) On the hearing of a motion, the presiding judge or officer may grant the relief sought

or dismiss or adjourn the motion, in whole or in part and with or without terms, and may,

(a) where the proceeding is an action, order that it be placed forthwith, or within a specified time,

on a list of cases requiring speedy trial; or

(b) where the proceeding is an application, order that it be heard at such time and place as are just.

37.14(4) A motion under subrule (1) or any other rule to set aside, vary or amend an order of a

judge may be made,

(a) to the judge who made it, at any place; or

(b) to any other judge, at a place determined in accordance with rule 37.03 (place of hearing of

motions). R.R.O. 1990, Reg. 194, r. 37.14 (4).

2. Courts of Justice Act, RSO 1990, c. C.43

137(2) A court may order that any document filed in a civil proceeding before it be treated as

confidential, sealed and not form part of the public record.

3. Business Corporations Act, RSO 1990, c. B16

207(1) A corporation may be wound up by order of the court,

1. (a) where the court is satisfied that in respect of the corporation or any of its

affiliates,

(i) any act or omission of the corporation or any of its affiliates effects a result,

(ii) the business or affairs of the corporation or any of its affiliates are or have been

carried on or conducted in a manner, or

(iii) the powers of the directors of the corporation or any of its affiliates are or have

been exercised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests

of any security holder, creditor, director or officer; or

(b) where the court is satisfied that,

2

(i) a unanimous shareholder agreement entitled a complaining shareholder to demand

dissolution of the corporation after the occurrence of a specified event and that event has

occurred,

(ii) proceedings have been begun to wind up voluntarily and it is in the interest of

contributories and creditors that the proceedings should be continued under the

supervision of the court,

(iii) the corporation, though it may not be insolvent, cannot by reason of its liabilities

continue its business and it is advisable to wind it up, or

(iv) it is just and equitable for some reason, other than the bankruptcy or insolvency of

the corporation, that it should be wound up; or

2. (c) where the shareholders by special resolution authorize an application to be made

to the court to wind up the corporation.

3. (2) Upon an application under this section, the court may make such order under

this section or section 248 as it thinks fit.

SCHEDULE "C" - AMENDED SALE PROCEDURE

FOR THE NON-CASH ASSETS OF NEXTBLOCK

AMENDED SALE PROCESS FOR LIQUID ASSETS:

As a result of its investments, NextBlock has acquired or will acquire digital tokens which are

tradeable on specialized exchanges. In such cases, NextBlock intends to sell these tokens on the

relevant exchanges in a gradual fashion, with the intention of maximizing their value, and convert

the proceeds into cash.

Should an asset be near-liquid, defined as having a clear path to public liquidity, NextBlock has

the option to keep hold of the asset and to sell it into the public market when liquid trading

commences, or as soon as NextBlock deems it commercially reasonable to enact a sale with a view

to maximizing revenues from the said assets.

AMENDED SALE PROCESS FOR ILLIQUID ASSETS:

NextBlock has the discretion to keep hold of the illiquid assets and to sell them in the public market

as soon as NextBlock believes it is most profitable to do so.

In the alternative, NextBlock may commence a bidding process for such illiquid assets. In the case

of a bidding process:

1. NextBlock will identify and contact potential bidders, including the following:

a. Each of approximately 10 funds and companies that engage in a similar business to

NextBlock;

b. Parties at arms' length to NextBlock, including certain debenture holders, who have

expressed an interest in NextBlock's assets;

c. Other potential bidder who become aware of the asset sales as a result of publicity

generated by the Court process in this niche industry, which bidders can be

expected to contact the Monitor and/or NextBlock.

The above process should generate a pool of approximately 20 sophisticated potential buyers who

are familiar with these kinds of assets.

2. Potential bidders will sign a confidentiality agreement and will then be given access to

confidential information regarding the assets and a form of "offer" agreement which they

will need to sign when making a bid, which will bind them to buy the asset at that price.

Each potential bidder must provide a 10% deposit to NextBlock along with its bid. Any

offer to purchase agreements will be subject to compliance with applicable laws including

securities laws and agreements with third parties including the investee companies.

2

3. To avoid potential conflicts, NextBlock's five shareholders and Mark Shifke have agreed

not to bid on any assets.

4. Sealed bids will need to be delivered by email to the Monitor and NextBlock by 5 pm at

least seven business days before the date of any bid for illiquid assets. The Monitor will

have full access to all steps in the process. Bidders will be required to deposit 10% of the

bid price when the bid is submitted.

5. NextBlock and the Monitor will review the offers and confirm the highest bidder. The

results will also be made available confidentiality to the Single Representative.

6. The Monitor will prepare a report to the Court in accordance with its duties and functions

outlined in the Court order appointing it.

7. The parties will attend in Court soon after the winning bids have been identified to obtain

the Court's approval for the results, and the sales will close two business days after the

Court approves the results and authorizes the sale and transfer of the assets.

8. Payment will then be made to NextBlock, and the Holders will be advised of the results on

an "en bloc" basis (i.e. the net proceeds to NextBlock from the sale of its remaining assets.).

END-DATE:

The sale of NextBlock's assets shall be completed by no later than March 2019, unless varied by

further Court Order.

THE HONOURABLEJUSTICE CONWAY

SCHEDULE "D" — DRAFT ORDER

Court File No. CV-17-587226-00CL

ONTARIOSUPERIOR COURT OF JUSTICE(COMMERCIAL LIST)

FRIDAY, THE 2nd DAY OFFEBRUARY, 2018

IN THE MATTER OF THE WINDING-UP OF

NEXTBLOCK GLOBAL LIMITED

APPLICATION UNDER SECTION 207 OF THE

BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

ORDER

THIS MOTION, made by Applicant, NextBlock Global Limited ("NextBlock" or the

"Corporation"), for an Order substantially in the form appended to the Notice of Motion was

heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Motion Record and the First Report of the Monitor, and on hearing the

submissions of counsel for NextBlock, counsel for the Single Representative and counsel for the

Monitor, no one appearing for any other Debenture Holder although duly served with the draft

Order and Notice of Motion as appears from the affidavit of service of Veronica Sjolin sworn

January 26, 2018;

1. THIS COURT ORDERS that all defined terms in the December 4, 2017 Order (the

"Initial Order") shall share the same definitions in this Order, and all terms in the Initial

Order not otherwise amended herein shall remain in full force and effect.

2. THIS COURT ORDERS that the Sales Procedure attached as Schedule "B" to the Initial

Order is hereby amended in the form set out in the Amended Sales Plan attached as

Schedule "A" hereto.

2

3. THIS COURT ORDERS that the actions taken to date by the Monitor as described in the

First Report are hereby approved and affirmed.

4. THIS COURT ORDERS that the fees and disbursements of the Monitor and its counsel

as set out in the Fee Affidavits are hereby approved and affirmed.

PAYMENTS TO DEBENTURE HOLDERS AND OTHERS UNDER THE AMENDED

SALES PLAN

5. THIS COURT ORDERS that repayment of Net Gains (the "Distributions") to Debenture

Holders shall be made in accordance with the "waterfall" provision of the Plan set out at

Schedule "A" to the Initial Order;

6. THIS COURT ORDERS that the first Distribution to Debenture Holders shall be made

by the end of February 2018 based on January 2018 month-end financial statements for

NextBlock, subject to a $10,000,000.00 CAD holdback for contingencies including taxes;

7. THIS COURT ORDERS that any subsequent Distributions after the first Distribution

shall be made at least quarterly, only if:

a. The cash of NextBlock reaches $10,000,000.00;

b. A month-end financial statement is completed for that month;

c. The Holdback amount is approved by this Court in advance of the Distribution; and

d. Court approval for the Distribution is obtained on notice to all Debenture Holders.

8. THIS COURT ORDERS that the sale of NextBlock's remaining non-cash assets,

pursuant to the Amended Sales Plan set out at Schedule "A" hereto, shall be completed by

March 2019 (the "End-Date"), which End-Date may be varied by further Court Order.

9. THIS COURT ORDERS that financial statements shall be prepared for the Corporation

on a quarterly basis beginning with statements dated for the period to March 31, 2018, with

the said statements to be audited by an accounting firm within 60 days of the end of each

quarter.

3

THREE PERCENT SHARE OF NET GAINS

10. THIS COURT APPROVES AND AFFIRMS the proposed tentative agreement as set

out at paragraph 8 of Alex Tapscott's Affidavit sworn January 26, 2018 concerning the 3%

share of Net Gains (as defined in the Initial Order) to Murthly Holdings Ltd. ("Murthly"),

of which Charles Morris is a director, which shall be paid by the Corporation outside the

"waterfall" provisions of the Plan set out at Schedule "A" of the Initial Order, subject to

Mr. Morris and Murthly Holdings Ltd. continuing to provide services to NextBlock.

1 1. THIS COURT ORDERS that distributions to Murthly shall be 1.5% of all Net Gains in

parallel with distributions to the Debenture Holders and the remaining 1.5% of all Net

Gains shall be distributed to Murthly, once all non-cash assets of NextBlock have been

sold, all subject to Mr. Morris' continued role with NextBlock, with the Corporation hereby

authorized to enter into an agreement with Mr. Morris and/or Murthly in accordance with

the terms set out herein.

REMUNERATION TO RYAN ROEBUCK AND DENNIS BENNIE

12. THIS COURT APPROVES AND AFFIRMS the additional $2,500.00 CAD paid

monthly to Ryan Roebuck and the $5,000.00 CAD paid monthly to Dennis Bennie so long

as NextBlock is selling non-cash assets.

SEALING ORDER

13. THIS COURT ORDERS that Exhibit "B" to the Charles Morris Affidavit sworn January

23, 2018 shall be sealed and not form part of the public record herein pending final order

of this Court.

Cour

t Fi

le No.: CV-17-587226-00(

IN THE MATTER OF THE WINDING-UP OF NEXTBLOCK GLOBAL LTD.

APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT,

R.S.O. 19

90, c. B.16, AS AMENDED

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

PROCEEDINGS COMMENCED AT TORONTO

FACTUM OF THE MOVING PARTY

BORDEN LADNER GERVAIS LLP

Barristers and So

lici

tors

Bay

Adelaide Ce

ntre

, East Tower

22 Adelaide Street West

Toronto, ON M5H 4E3

Fax: (416) 367

-674

9

Aaron Blu

menf

eld (LSUC #366260)

Tel: (416) 367.6070

Ema

il: ABlumenfeld@b1g.com

Ver

onic

a Sj

olin

(LSUC # 733520)

Tel: (416) 367.6654

Ema

il: VSjolin@b1g.com

Lawyers for NextBlock Global Ltd.