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

ONTARIOSUPERIOR COURT OF JUSTICE(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE HAINEY

TUESDAY, THE 19th

DAY OF JUNE 2018

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESSCORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND14.05(3) OF THE RULES OF CIVIL PROCEDURE, O.REG 194.

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVINGNEXTBLOCK GLOBAL LIMITED, ITS SHAREHOLDERS AND ITS HOLDERS OFDEBENTURES_os T (ii a

t NEXTBLOCK GLOBAL LIMITED

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N.-,74/Alt it FINAL ORDER

Applicant

THIS APPLICATION made by the Applicant, NextBlock Global Limited ("NextBlock"

or the "Corporation") pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c.

B-16, as amended, (the "OBCA") was heard this day at 330 University Avenue, Toronto,

Ontario.

ON READING the Notice of Application issued on May 16, 2018, the affidavit of Paul

J. Gibney sworn May 16, 2018, the affidavit of Alex Tapscott sworn May 16, 2018, including the

management information circular at Exhibit "J" thereto (the "Circular"), the supplementary

affidavit of Alex Tapscott sworn May 22, 2018, the supplementary affidavit of Paul J. Gibney

sworn May 22, 2018, the affidavit of Ryan Roebuck sworn May 22, 2018, the affidavit of Alex

Tapscott sworn June 12, 2018, the affidavit of David Danziger affirmed June 13, 2018 (the

"Danziger Affidavit"), and the affidavit of Dennis Bennie affirmed June 13, 2018 and the

exhibits thereto, the Monitor's Third Report dated June 18, 2018, the Monitor's Second

Confidential Report dated June 18, 2018, and the Interim Order of the Honourable Justice

McEwen dated May 23, 2018, and

ON HEARING the submissions of counsel for NextBlock, counsel for the Debenture

Holders and counsel for Albert Gelman Inc. in its capacity as Monitor of NextBlock, no-one

appearing for any other person, including any Shareholder or Debenture Holder of NextBlock

although properly served as appears from the affidavit of service filed, and having determined

that the Arrangement, as described in the Plan of Arrangement attached as Schedule "A" to this

order, fulfills the statutory requirements for an arrangement for the purposes of section 182 of the

OBCA and is fair and reasonable in accordance with the requirements of that section,

1. THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement

attached as Schedule "A" to this order, be and is hereby approved.

2. THIS COURT ORDERS that capitalized terms not otherwise defined herein shall have

the meanings attributed thereto in the Plan of Arrangement.

3. THIS COURT ORDERS AND DECLARES that:

a) The Board of Directors of NextBlock is authorized to make Distributions to

Debenture Holders that have delivered a Letter of Transmittal and

Acknowledgment, in such amounts and at such times as may be determined by the

Board of Directors of NextBlock. Without limiting the generality of the

foregoing, NextBlock is hereby authorized to pay the next Distribution to each

Debenture Holder that has delivered a Letter of Transmittal and

Acknowledgment, up to the cumulative sum of $19,935,000 for all Debenture

Holders (the "Next Distribution").

b) In connection with such Distributions, including the Prior Distribution (all of

which, pursuant to the terms of the Plan of Arrangement and the

Acknowledgment referred to therein, shall constitute Limited Recourse

NextBlock Loans), NextBlock shall maintain at its offices in Toronto, Ontario a

register (the "Register") for the recordation of all Limited Recourse NextBlock

Loans advanced by it and owing to, each Debenture Holder from time to time,

which Register shall provide, without limitation, (1) the name and address of each

Debenture Holder receiving Limited Recourse NextBlock Loans, (2) the date and

amount of each Limited Recourse NextBlock Loan advanced by NextBlock to

each Debenture Holder from time to time, (3) the outstanding principal amount of

all Limited Recourse NextBlock Loans owing to each Debenture Holder at any

time (after taking into account any repayment thereof), and (4) a description of the

Limited Recourse Pledged Collateral securing such Limited Recourse NextBlock

Loans; the entries in the Register shall be conclusive, absent manifest error, and

NextBlock and the Debenture Holders may treat each person whose name is

recorded in the Register as a holder of Limited Recourse NextBlock Loans for all

purposes, notwithstanding notice to the contrary; the Register shall be available

for inspection by any Debenture Holder, at any reasonable time and from time to

time upon reasonable prior notice to NextBlock.

4. THIS COURT ORDERS that the audit requirement in paragraph 3 of this Court's

March 16, 2018 Order is hereby varied to instead order NextBlock to proceed with the Specified

Procedures Audit included at paragraph 5 of the Danziger Affidavit (the "Specified Procedures

Audit"), beginning with the six month period ending April 30, 2018, and every quarter

thereafter, until the period in which all of NextBlock's non-cash assets have been sold.

5. THIS COURT ORDERS that the Corporation shall provide to the Monitor on or before

June 29, 2018:

a) a list of all Debenture Holders, who, as at June 25, 2018, have delivered a signed

Letter of Transmittal and Acknowledgment to the Corporation, along with a list of

the corresponding amounts that each Debenture Holder is entitled to receive in

respect of the Next Distribution, referenced in paragraph 3(a) herein; and,

b) evidence of payment of the amount or amounts to which each of the Debenture

Holders referenced in (a) above is entitled, either via certified cheque, bank drafts

or wire payment.

6. THIS COURT ORDERS that, forthwith after

(a) the Corporation has obtained the Specified Procedures Audit for the six month

period ending April 30, 2018 as described at paragraph 5 of the Danziger

Affidavit from an accounting firm and provided same to the Monitor; and

(b) the Corporation has complied with paragraph 5 hereof,

the Monitor shall, subject to the next sentence, file with the Court the certificate at

Schedule "B" hereof confirming that the Corporation has complied with its obligations

set out in this paragraph 6. In the event that the Specified Procedures Audit opinion

discloses any material issues or a material scope limitation, the Monitor is at liberty to

report on that to the Court within 10 business days of receipt of the auditor's report.

7. THIS COURT ORDERS that upon filing the certificate described in paragraph 6

above, the Monitor shall be discharged as Monitor of and from its responsibilities to this Court

under the Winding-Up Order, provided that Albert Gelman Inc. ("AGI") shall continue to have

the benefit of the provisions of all Orders made in this proceeding, including all approvals,

protections and stays of proceedings in favour of AGI in its capacity as Monitor.

8. THIS COURT ORDERS AND DECLARES that upon the filing of the certificate

referred to in paragraph 6 above and subject to paragraph 9 below, AGI shall hereby be released

and discharged from any and all liability that AGI has at the moment or may thereafter have by

reason of, or in any way arising out of, the acts or omissions of AGI while acting in its capacity

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

Monitor's part. Without limiting the generality of the foregoing, AGI is hereby forever released

and discharged from any and all liability relating to matters that were raised, or which could have

been raised, in the within proceeding, save and except for any gross negligence or wilful

misconduct on the Monitor's part.

9. THIS COURT ORDERS that effective May 1, 2018 the Monitor shall no longer be

required to comply with or perform the duties set out at paragraphs 29 and 32 of this Court's

Order of December 4, 2017.

10. THIS COURT ORDERS that effective May 1, 2018 the Corporation and its officers and

directors are no longer required to comply with paragraph 30 of this Court's Order of December

4, 2017.

1 1. THIS COURT ORDERS that the actions taken by the Monitor described in the Second

Report, Third Report and the Second Confidential Report are hereby approved and affirmed.

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

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

13. THIS COURT ORDERS that the Monitor shall not be required to return to Court for

approval of its fees and activities hereafter, unless counsel for the Debenture Holders or counsel

for the Corporation advise in writing within 30 days of the date of the Monitor delivering its final

accounts that either one objects to any of the Monitor's fees or activities.

14. THIS COURT ORDERS that the Monitor's Second Confidential Report shall be sealed

and not form part of the public record herein.

15. THIS COURT ORDERS that the applicant shall be at liberty to seek leave to vary this

order upon such terms upon giving such notice as this Court may direct, and to seek the advice

and directions of this Court as to the implementation of this order, and to apply for such further

order or orders as may be appropriate.

ENTERED AT / INSCRIT A TORONTO

ON / BOOK NO:LE / DANS LE REGISTRE NO:

JUN 2 0 2018

PER / PAR: 101\

SCHEDULE A

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE

BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context

inconsistent therewith, the following terms shall have the respective meanings set out below and

grammatical variations of such terms shall have corresponding meanings:

"Acknowledgement" means a form of acknowledgement (which may form part of the

Letter of Transmittal) setting forth a Debenture Holder's confirmation and agreement that

all Distributions received by it shall constitute Limited Recourse NextBlock Loans and

that the Debenture Holder has granted to the Company the NextBlock Debenture Pledge

as security for the obligations of the Debenture Holder under the Limited Recourse

NextBlock Loans;

"Aggregate Debenture Principal Amount" means the aggregate of the Debenture

Principal Amount in respect of all of the Debentures;

"Amalco" means the corporation continuing under the OBCA from the amalgamation of

the Company and Newco under the name "NextBlock Inc.";

"Arrangement" means the arrangement under Section 182 of the OBCA on the terms

and subject to the conditions set out in this Plan of Arrangement, subject to any

amendments or variations to this Plan of Arrangement made in accordance with Section

4.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order

with the prior written consent of the Company;

"Arrangement Resolution" means the resolution to be considered and voted on by the

Common Shareholders and Debenture Holders at the Company Meeting to approve the

Arrangement as provided for in the Interim Order, to be in substantially the form attached

as Schedule B to the Circular;

"Articles of Arrangement" means the articles of arrangement of the Company in respect

of the Arrangement, required by the OBCA to be sent to the Director after the Final

Order is made and the Liquidation is complete, which shall include this Plan ofArrangement and otherwise be in a form and content satisfactory to the Company;

"Board" means the board of directors of the Company as constituted from time to time;

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on

which major banks are closed for business in Toronto, Ontario;

"Certificate of Arrangement" means the certificate of arrangement to be issued by the

Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of

Arrangement;

"Common Shareholders" means the registered holders of Common Shares as they

appear from time to time on the register of Common Shares maintained by the Company;

"Common Shares" means common shares in the capital of the Company;

"Company" means NextBlock Global Limited, a corporation incorporated under the

OBCA;

"Company Circular" means the notice of the Company Meeting and accompanying

management information circular, including all schedules, appendices and exhibits to,

and information incorporated by reference in, such management information circular, to

be sent to the Common Shareholders and Debenture Holders in connection with the

Company Meeting, as amended, supplemented or otherwise modified from time to time

in accordance with the terms of this Plan of Arrangement;

"Company Meeting" means the special meeting of the Common Shareholders and

Debenture Holders, including any adjournment or postponement of such special meeting

in accordance with the terms of this Plan of Arrangement, to be called and held in

accordance with the Interim Order to consider the Arrangement Resolution and for any

other purpose as may be set out in the Company Circular;

"Contingency Holdback" means the cash amount of $4,400,000 held back by NewCo

from the Share Consideration and in respect of which Newco shall issue Contingent

Payment Rights;

"Contingent Payment Due Date" means the date that is three years after the Effective

Date;

"Contingent Payment Right" of a Debenture Holder means a contractual right of the

Debenture Holder enforceable against Newco (or Amalco) to receive from Newco (or

Amalco) on the Contingent Payment Due Date (or earlier as provided below) payment of

the amount calculated as the product of the Debenture Ratio in respect of the Debenture

Holder's Debenture and the Contingent Right Balance, less any applicable amounts

withheld and remitted in accordance with Section 3.3, subject to the following terms:

1. Prepayment: Newco (or Amalco) shall have the right to pay the Contingent Right

Balance or any amount or amounts which in aggregate equal the Contingent Right

Balance at such time or times as Newco shall determine at its sole discretion on or

before the Contingent Payment Due Date;

2. Non-Transferability: The holder of a Contingent Payment Right may not sell,

assign, pledge, give, transfer or otherwise dispose of the Contingent Payment

Right, or any interest therein, or make any offer or attempt to do any of the

foregoing; and Newco (or Amalco) shall not be required to give effect to any

purported transfer of the Contingent Payment Right;

3. Termination: Upon payment to the Debenture Holders of the Contingent Right

Balance in full, Newco (or Amalco) shall have no further obligations to the

Debenture Holders in respect of the Contingent Payment Rights and each

Contingent Payment Right shall thereupon expire and terminate; and

4. Uncertificated: The Contingent Payment Rights shall be uncertificated.

"Contingent Payment Rights Register" means the register of Contingent Payment

Rights maintained by Newco (or Amalco) and the entry of a Debenture Holder on such

register shall evidence such Debenture Holder's right to enforce the Contingent Payment

Right;

"Contingent Right Balance" means the amount equal to the amount of the Contingency

Holdback minus 88% of the amount of the Wind-Down Costs paid, accrued or provided

for on or before the Contingent Payment Due Date;

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

"Debenture Holders" means the registered holders of the Debentures as they appear

from time to time on the Debenture Register;

"Debenture Principal Amount" in respect of a Debenture shall mean the sum of (i) the

Face Amount of the Debenture, and (ii) the product of the Debenture Ratio in respect of

such Debenture multiplied by 91% of the Net Gains, all as determined in the sole

discretion of the Board acting in good faith.

"Debenture Ratio", in respect of a Debenture, means a fraction, the numerator of which

is the Face Amount of the Debenture and the denominator of which is the sum of the

Face Amounts of all of the Debentures;

"Debenture Register" means the register of Debentures maintained by or on behalf of

the Company in respect of the holders of Debentures;

"Debentures" means the 8.0% Convertible Unsecured Subordinated Debentures Series A

issued by the Company on or about July 26, 2017 and amended in accordance with the

terms of this Plan of Arrangement and "Debenture" means any of them;

"Director" means the Director appointed under section 278 of the OBCA;

"Distribution Holdback" means the amount held back and not distributed or paid to a

Debenture Holder by the Company due to the failure of the Debenture Holder to deliver

an Acknowledgement to the Company;

"Distributions" means, without duplication, all distributions and amounts paid by

NextBlock to the Debenture Holders, including without limitation the Prior Distribution

and all Distribution Holdbacks;

"Effective Date" means the date shown on the Certificate of Arrangement giving effectto the Arrangement;

"Effective Time" means 12:01 a.m. (Eastern Time) on the Effective Date;

"Face Amount" of a Debenture means the dollar amount appearing on the front page ofsuch Debenture to the right of and opposite the certificate number;

"Final Order" means the final order of the Court in a form acceptable to the Company,approving the Arrangement, as such order may be amended by the Court (with theconsent of the Company) at any time prior to the Effective Date or, if appealed, then,unless such appeal is withdrawn or denied, as affirmed or as amended (provided that anysuch amendment is acceptable to the Company) on appeal;

"Governmental Entity" means (i) any international, multinational, national, federal,provincial, territorial, state, regional, municipal, local or other government, governmentalor public department, central bank, court, tribunal, arbitral body, commission, board,bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision orauthority of any of the above, or (iii) any quasi-governmental or private body exercisingany regulatory, expropriation, taxing or other authority under or for the account of any ofthe foregoing;

"HST" means the tax imposed under Part IX of the Excise Tax Act (Canada);

"Interim Order" means the interim order of the Court issued on May 23, 2018,providing for, among other things, the calling and holding of the Company Meeting, assuch order may be amended by the Court with the consent of the Company;

"Letter of Transmittal" means the letter of transmittal forwarded by the Company toDebenture Holders together with the Company Circular;

"Liens" means any mortgage, charge, pledge, hypothec, security interest, prior claim,encroachments, option, right of first refusal or first offer, occupancy right, covenant,assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right orclaim, or other third party interest or encumbrance of any kind, in each case, whethercontingent or absolute;

"Limited Recourse NextBlock Loans" means secured, non-interest bearing loanspayable on demand after completion of the Liquidation advanced by the Company to theDebenture Holders by way of the Distributions;

"Limited Recourse Pledged Collateral" means the Debentures, all payments owingthereunder, together with all renewals, substitutions and replacements therefor, allincreases, additions and accretions thereto, interest thereon, changes, classifications,reclassifications, subdivisions and conversions thereof and all proceeds thereof (including

for certainty, proceeds in the form of the NextBlock Preferred Shares resulting from theDebenture Conversion in accordance with the terms of this Plan of Arrangement);

"Liquidation" means the sale of all of the Company's assets on such terms and at such

times as the Board shall determine at its discretion including all sales completed by theCompany prior to the date hereof;

"Liquidation Proceeds" means the proceeds received by the Company from theLiquidation;

"Loans Register" means the register of Limited Recourse NextBlock Loans maintainedby the Company.

"Murthly Fee" means a fee payable by the Company to Murthly Holdings Ltd., a

corporation controlled by Charles Morris, on such terms as the Board shall determine, in

respect of services rendered in connection with the Liquidation and calculated as 3% of

the amount equal to: (i) the Liquidation Proceeds less (ii) the sum of the Face Amounts of

all Debentures, less (iii) all costs and expenses incurred by the Company before the

Effective Time and all fees, charges, penalties, fines and other payments to Governmental

Entities, but excluding any amount on account of Taxes of the Company;

"Net Gains" means the Liquidation Proceeds after payment of, or accrual for, all other

costs, expenses, debts and liabilities incurred or unpaid by the Company before theEffective Date including without limitation the Murthly Fee and all other costs, expenses,

debts and liabilities incurred in connection with and in the course of the Liquidation and

this Plan of Arrangement, all fees, charges, penalties, fines and other payments to

Governmental Entities all Taxes and a provision for Taxes (including Taxes arising from

the Liquidation) in an amount which shall be determined by the Board acting in good

faith on advice from tax counsel to NextBlock, and less the sum of the Face Amounts ofall of the Debentures;

"Newco" means a corporation to be incorporated under the OBCA prior to the Effective

Time and initially to be wholly-owned by Ryan Roebuck;

"Newco Note" means a non-interest bearing, demand promissory note issued by Newcoin a principal amount equal to the Aggregate Debenture Principal Amount;

"Newco Note Cash Amount" means the amount determined by subtracting the Total

Limited Recourse NextBlock Loan Principal Amount from the Aggregate DebenturePrincipal Amount;

"NextBlock Debenture Pledge" has the meaning given to such term in Section

2.2(a)(ii)(A).

"NextBlock Preferred Shares" means non-voting, redeemable preferred shares in thecapital of the Company;

"OBCA" means the Business Corporations Act (Ontario);

"Person" includes any individual, partnership, association, body corporate, organization,trust, estate, trustee, executor, administrator, legal representative, government (includingGovernmental Entity), syndicate or other entity, whether or not having legal status;

"Prior Distribution" means the sum of $19,935,000 paid to Debenture Holders pro ratain January 2018 pursuant to the Windup Order;

"Sales Taxes" means all applicable value-added, sales, use, consumption, multi-staged,personal property, customs, excise, stamp, transfer or similar taxes, duties or charges,including all applicable HST;

"Share Consideration" has the meaning ascribed thereto in Section 2.2(f);

"Shareholders" means registered holders of Common Shares and NextBlock PreferredShares;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, asamended from time to time;

"Taxes" means all taxes, surtaxes, duties, levies, imposts, fees, assessments,withholdings, dues and other charges of any nature, including interest, additions to taxand penalties applicable thereto, imposed or collected by any Governmental Entity,whether disputed or not, including Canadian federal, provincial, territorial, municipal andlocal, foreign and other income, franchise, gross receipts, capital, capital gains, realproperty, personal property, withholding, payroll, health, transfer, Sales Taxes, landtransfer, ad valorem, anti-dumping, countervail, net worth, stamp, registration, franchise,payroll, employment, education, business, school, local improvement, development andoccupation taxes;

"Total Limited Recourse NextBlock Loan Principal Amount" means the aggregateprincipal amount of all Limited Recourse NextBlock Loans advanced by the Company toall Debenture Holders or otherwise constituted as Limited Recourse NextBlock Loanspursuant to Section 2.2(a)(i);

"Wind-Down Costs" means all costs, expenses, liabilities, obligations, indebtedness, andcommitments (whether accrued, absolute, contingent or otherwise) and Taxes of theCompany (or its successor) that are unpaid as of the Effective Date and/or incurred afterthe Effective Time up to the Contingent Payment Due Date, other than Taxes which areincluded or provided for in the determination of Net Gains, and including withoutlimitation any amounts payable as fees, charges, fines, costs or penalties to anyGovernmental Entity, and all costs and expenses incurred by the Company including feesand expenses of professional advisors, auditors and accountants; and

"Windup Order" means the order of the Ontario Superior Court of Justice dated

December 4, 2017 authorizing the winding up of the Company.

Section 1.2 Number and Gender

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular

number include the plural and vice versa, and words importing any gender include all genders.

Section 1.3 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, Subsections and other parts and

the insertion of headings are for convenience only and shall not affect the construction or

interpretation of this Plan of Arrangement.

Section 1.4 Date For Any Action

In the event that any date on or by which any action is required or permitted to be taken

hereunder is not a Business Day, such action shall be required or permitted to be taken on or by

the next succeeding day which is a Business Day.

Section 1.5 Time

All times expressed herein or in any Letters of Transmittal are local time in Toronto, Ontario

unless otherwise stipulated herein or therein.

Section 1.6 Currency

All references to currency in this Plan of Arrangement are to Canadian dollars.

Section 1.7 Statutory References

Unless otherwise expressly provided herein, any reference in this Plan of Arrangement to a

statute includes all regulations made thereunder, all amendments to such statute or regulations in

force from time to time, and any statute or regulation that supplements or supersedes such statute

or regulations.

Section 1.8 Certain Phrases, etc.

The words (i) "including", "includes" and "include" mean "including (or includes or include)

without limitation," (ii) "the aggregate of", "the total of', "the sum of', or a phrase of similar

meaning means "the aggregate (or total or sum), without duplication, of," and (iii) unless stated

otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to

the specified Article or Section of or Schedule to this Plan of Arrangement.

ARTICLE 2THE ARRANGEMENT

Section 2.1 Binding Effect /Integrated Transaction

(a)

(b)

Section 2.2

Commencingminutes apartformality:

(a)

This Plan of Arrangement and the Arrangement will become effective at, and be

binding at and after, the times referred to in Section 2.2 on all Persons including:

(i) the Company, (ii) the Shareholders, (iii) Newco, (iv) all Debenture Holders

and all beneficial holders of the Debentures, without any further act or formality

required on the part of any Person.

No portion of this Plan of Arrangement will take effect with respect to any Person

until the Effective Time. Further, each of the events listed in Sub-Sections 2.2(a)-

(i) will be, without affecting the timing set out in any subsection in Section 2.2,

mutually conditional, such that no event described in any of Sub-Sections 2.2(a)-

(i) may occur without all of such steps occurring.

Arrangement

at the Effective Time, the following shall occur and shall be deemed to occur two

and consecutively in the following order without any further authorization, act or

Each Distribution Holdback, if any, shall be credited as a Distribution to the

Debenture Holder in respect of which the corresponding Distribution was not

previously made, and payment to each such Debenture Holder shall be made,

pursuant to arrangements satisfactory to the Board, and, concurrently therewith:

(i) all Distributions shall be deemed to constitute Limited Recourse

NextBlock Loans, and, in connection therewith, the Company shall

maintain at its offices in Toronto, Ontario the Loans Register, and

(ii) the Limited Recourse NextBlock Loans shall be secured, and otherwise

subject to the following terms:

(A) As general and continuing collateral security for the

repayment of its Limited Recourse NextBlock Loans, each Debenture

Holder shall be deemed to have mortgaged, assigned, transferred,

hypothecated and have pledged to, and deposited with, the Company, and

have granted to the Company a security interest in its Limited Recourse

Pledged Collateral (herein referred to as the "NextBlock Debenture

Pledge").

(B) Each Debenture Holder shall be deemed to have agreed that

the Company has given value and that the NextBlock Debenture Pledge is

intended to attach (a) with respect to the Limited Recourse Pledged

Collateral that is now in existence, at the Effective Time, and (b) with

respect to Limited Recourse Pledged Collateral that comes into existence

in the future, upon the Debenture Holder acquiring rights in the Limited

Recourse Pledged Collateral or the power to transfer rights in the Limited

Recourse Pledged Collateral to the Company; in each case, each of the

Company and the Debenture Holder do not intend to postpone the

attachment of the NextBlock Debenture Pledge.

(C) The liability of the Debenture Holders to the Company to

repay the Limited Recourse NextBlock Loans shall be limited to the extent

that such liability is required to permit the Company to realize upon theLimited Recourse Pledged Collateral and the sole recourse of theCompany against the Debenture Holders with respect to non-payment of

the Limited Recourse NextBlock Loans shall be limited to the NextBlockDebenture Pledge granted to the Company in the Limited Recourse

Pledged Collateral, including cancelling, terminating and setting off the

Debentures held by the Debenture Holders without any approval orconsent of, notice to or any other act or conduct on the part of the

Debenture Holders and the Company shall have no right, recourse or

resort, under any circumstance, to payment from the Debenture Holders or

against any of their respective other property or assets, nor to judgment

issued or other process levied for enforcement or collection of any such

claim or right against the Debenture Holders in respect of non-payment ofthe Limited Recourse NextBlock Loans, except to the extent required torealize upon the Limited Recourse Pledged Collateral.

(b) The terms of each Debenture shall be amended (and for greater certainty, the

following amendments are not intended to result in a novation of the Debenture)as follows:

(i) All of the obligations of the Company to pay interest to the Debenture

Holders are deleted in their entirety;

(ii) The words, "8.0% Convertible Unsecured Subordinated Debenture

Series A", wherever they appear in the form of each Debenture, shall be

replaced with the words, "Convertible Unsecured Subordinated Debenture

Series A";

(iii) The two paragraphs that appear on the first page of the form of Debenture

after the debenture number and dollar figure indicating the Face Amount

shall be amended as follows:

(A) the following words shall be deleted from the first paragraph: "theearliest of: (i) the closing date of a Liquidity Event (as defined inthe Terms and Conditions); or (ii)", and "together with all accruedbut unpaid interest, which amount shall be payable through the

issuance of common shares of the Company";

(B) the second paragraph shall be deleted in its entirety;

(iv) Section 1.1 — Defined Terms shall be amended by:

(A) deleting therefrom the following defined terms and their respectivedefinitions set forth therein: a) Adjusted Book Value; b) Business

Day; c) Company; d) Capital Reorganization; e) Change of Control

Conversion; f) Change of Control Notice; g) ConcurrentFinancing; h) Conversion Price; i) Current Market Price; j) Date of

Conversion; k) Debenture Share; 1) Governmental Entity; m)Increased Value; n) Interest Rate; o) Liquidity Event; p) LiquidityEvent Conversion; q) Offer; r) Offer Price; s) OptionalConversion; t) Ordinary Resolution; u) Per Share Cost; v) Person;w) Rights Offering; x) Rights Period; y) Share Reorganization; z)Special Distribution; aa) Successor Entity; bb) Tax Act; cc) Taxes;and dd) Time of Expiry

(B) and, by adding thereto:

a. the following terms and their respective definitions as setforth in Section 1.1 — Definitions hereof: 1) Business Day;2) Company; 3) Debenture Holders; 4) Debenture Ratio; 5)Debenture Share; 6) Director; 7) Face Amount; 8)Governmental Entity; 9) HST; 10) NextBlock PreferredShares; 11) OBCA; 12) Person; 13) Sales Taxes; 14)Shareholders; 15) Tax Act; and 16) Taxes;

b. and the following terms and their respective definitions:

"Conversion Notice" has the meaning attributed to suchterm in Section 3.1(i);

"Debenture Conversion" has the meaning attributed tosuch term in Section 3.1;

"Debenture Principal Amount" has the meaning ascribedthereto in Section 2.3 hereof;

"Debentures" means the Convertible UnsecuredSubordinated Debentures Series A issued by the Companyon or about July 26, 2017 as amended;

"Debenture Share" means a NextBlock Preferred Shareissuable upon conversion of a Debenture in accordancewith the terms set forth herein;

"Successor Entity" has the meaning attributed to such termin Section 7.1(i);"

(v) Section 2.3 — Terms of Debentures of the form of each Debenture shall bedeleted in its entirety and replaced with the following:

"Section 2.3 — Principal Amount

The principal amount of this Debenture shall be equal to the sum of (i) theFace Amount of this Debenture and (ii) the product of the Debenture Ratiomultiplied by 91% of the Net Gains (the "Debenture PrincipalAmount"). The Debenture Principal Amount shall be determined in thesole discretion of the Board of Directors of the Company acting in goodfaith."

(vi) Section 2.9 — Ownership of Debentures of the form of each Debenture willbe deleted in its entirety and replaced with the following:

"Section 2.9 Ownership of Debentures

(1) The Holder of a Debenture shall be deemed to be the owner thereof

for all purposes and payment of or on account of the principal of aDebenture shall be made only to or upon the order in writing of the Holderthereof and such payment shall be a complete discharge to the Companyand any paying agent for the amounts so paid.

(2) The Holder for the time being of any Debenture shall be entitled tothe Debenture Principal Amount evidenced by such Debenture, free fromall equities or rights of set-off or counterclaim between the Company onthe one hand and the original or any intermediate Holder thereof on theother hand (except any equities of which the Company is required to takenotice by statute or by order of a court of competent jurisdiction) and allPersons may act accordingly and a transferee of a Debenture shall, afterthe Transfer Form is lodged with the Company and upon compliance withall other conditions contained in such Debenture or by law, be entitled tobe entered on the register as the owner of such Debenture free from all

equities or rights of set-off or counterclaim between the Company on theone hand and the transferor or any previous Holder thereof on the otherhand (except any equities of which the Company is required to take noticeby statute or by order of a court of competent jurisdiction)."

(vii) Sections 2.5, 2.12, 2.13, 3.1 to 3.10 and Section 3.13 of the form of eachDebenture are deleted and the sections of Articles 2 and 3 shall berenumbered consecutively;

(viii) The words, "and interest" and "and all other amounts owing in respect ofthe Debentures" are deleted from Sub-section 4.1(i) from the form of eachDebenture; and Sub-sections 4.1(ii) to (v) and Section 4.3 are deleted fromthe form of each Debenture;

(ix) Sub-section 4.2(ii) is amended by deleting the words, "Common Shares"

and replacing them with the words, "NextBlock Preferred Shares":

(x) The words, "or interest", are deleted from Sub-section 5.1(i) from the form

of each Debenture; and Sub-sections 5.1(ii) to (vi) and Section 5.8 are

deleted from the form of each Debenture;

(xi) Article 7 and all of the Sections and Sub-sections thereunder are deleted

from the form of each Debenture;

(xii) Exhibit "2" — Form of Election of Conversion Privilege is amended asfollows:

(A) The words, "Common Shares", wherever they appear in Exhibit

"2" shall be deleted and replaced with the words, "NextBlockPreferred Shares"; and

(B) The words, "at the Conversion Price", shall be deleted from the

first paragraph.

(xiii) A new Section 3.1 shall be inserted pursuant to which each Debenture

shall be convertible into NextBlock Preferred Shares at the demand of the

holder of the Debenture on the basis of one NextBlock Preferred Share for

each whole $1.00 of Debenture Principal Amount thereunder as

determined pursuant to Section 2.2(b)(v) ("Debenture Conversion") on

the following terms and conditions:

(A) a Debenture Holder may give written notice to the Company (the

"Conversion Notice") to exercise its right to convert its

Debentures into NextBlock Preferred Shares;

(B) one NextBlock Preferred Share shall be issued as a fully paid non-

voting preferred share in the capital of NextBlock for each one

dollar of the Debenture Principal Amount of each Debenture in

respect of which a Conversion Notice is given;

(C) each Debenture that is the subject of a Conversion Notice shall be

deemed to be surrendered for such Debenture Conversion on the

date of receipt of the Conversion Notice by the Company and shall

be considered repaid and of no further force and effect, and the

Company shall have no further liability or obligation thereunder;

and

(D) in the event that the Debenture Principal Amount of a particular

Debenture is not evenly divisible by $1.00, the Company will issue

the appropriate fraction of a NextBlock Preferred Share upon theDebenture Conversion;

(c) All of the Debenture Holders shall be deemed to have delivered Conversion

Notices to the Company in respect of all of their respective Debentures.

(d) The Debenture Conversions in respect of all of the Debentures shall become

effective, the NextBlock Preferred Shares shall be issued to the Debenture

Holders pursuant to the Debenture Conversions and the Debenture Holders shall

be recorded as the registered holders of the NextBlock Preferred Shares, which

NextBlock Preferred Shares shall continue to remain subject to the NextBlock

Debenture Pledge; all Debentures shall be deemed to be surrendered for such

Debenture Conversion and all Debenture Holders shall cease to be holders of

Debentures and to have any rights as holders of Debentures; the names of the

Debenture Holders shall be removed from the applicable registers of Debentures;

and the Debentures shall be considered repaid and of no further force and effect,

and the Company shall have no further liability or obligation thereunder;

(e) The Company shall convey, assign and transfer all of its right, title and interest in,

to and under the Limited Recourse NextBlock Loans and the NextBlock

Debenture Pledges to Newco together with an amount of cash equal to the Newco

Note Cash Amount and, in consideration therefor, Newco shall issue to the

Company the Newco Note in a principal amount equal to the Aggregate

Debenture Principal Amount;

Newco shall purchase and acquire from the Debenture Holders, and the Debenture

Holders shall sell and transfer to Newco, the NextBlock Preferred Shares held by

the Debenture Holders for an aggregate purchase price equal to the sum of the

Total Limited Recourse NextBlock Loan Principal Amount and the Newco Note

Cash Amount, and the aggregate purchase price (the "Share Consideration"),

less any applicable amounts withheld and remitted in accordance with Section

3.3, shall concurrently therewith be satisfied as follows:

(i) the Limited Recourse NextBlock Loans and the Share Consideration shall

be offset to the extent of the Limited Recourse NextBlock Loans, and the

Limited Recourse NextBlock Loans shall be deemed repaid in full,

satisfied, discharged and cancelled and the Debenture Holders shall be

released from all of their obligations thereunder and the Company shall

record the repayment in full of the Limited Recourse NextBlock Loans in

the Loans Register;

(ii) Newco shall be deemed to have released the NextBlock Preferred Shares

from the NextBlock Debenture Pledge, which NextBlock Debenture

Pledge shall be considered discharged and terminated and of no further

force and effect and the Debenture Holders shall be released from all of

their obligations thereunder;

(iii) Newco shall issue to each Debenture Holder its Contingent Payment Right

having regard to the Debenture Ratio of the Debenture Holder's Debentureand the Company shall maintain the Contingent Payment Rights Register;

(iv) Newco shall pay to the Debenture Holders pro rata the Newco Note Cash

Amount less the amount of the Contingency Holdback;

(g) (i) All of the NextBlock Preferred Shares held by the Debenture Holders shallbe transferred to Newco (free and clear of any Liens) in exchange for the

Share Consideration, less any applicable amounts withheld and remitted inaccordance with Section 3.3;

(ii) the Debenture Holders shall cease to be holders of the NextBlockPreferred Shares transferred pursuant to Section 2.2(g)(i) and to have any

rights as holders of such NextBlock Preferred Shares other than the right

to be paid the Share Consideration per NextBlock Preferred Share inaccordance with Section 2.2(f), and the names of the Debenture Holders

shall be removed from the applicable registers of Shareholders in respectof such NextBlock Preferred Shares, and Newco shall be recorded as theregistered holder of the NextBlock Preferred Shares so acquired and shall

be deemed to be the legal and beneficial owner thereof;

(h) The Company and Newco shall amalgamate and continue as Amalco under the

OBCA in accordance with the following:

(i) Name. The name of Amalco shall be "NextBlock Inc.";

(ii) Registered Office. The registered office of Amalco shall be located in the

regional municipality of Toronto. The address of the registered office of

Amalco shall be #3400, Bay Adelaide Centre, East Tower, 22 Adelaide

Street West, Toronto, ON, Canada M5H 4E3;

(iii) Restrictions on Business. There shall be no restrictions on the business

which Amalco is authorized to carry on;

(iv) Authorized and Outstanding Capital. Amalco shall have authorized

capital of an unlimited number of common shares;

(v) Issued Shares. Each issued Common Share and each issued common

share in the capital of Newco shall be converted into one fully paid

common share in the capital of Amalco;

(vi) Cancellation of Shares. The issued and outstanding Preferred Shares in

the capital of the Company shall be cancelled without any repayment of

the capital in respect thereof;

(vii) Restrictions on Transfer. Shares issued by Amalco shall not be

transferred without the consent of either (x) the directors evidenced by a

resolution passed or signed by them and recorded in the books of Amalco;

or (y) the holders of a majority in number of the outstanding voting shares

of Amalco;

(viii) Number of Directors. Amalco shall have a minimum of one director and

a maximum of ten directors, until changed in accordance with the OBCA.

Until changed by the shareholders of Amalco, or by the directors of

Amalco if authorized by the shareholders of Amalco, the number of

directors of Amalco shall be two;

(ix) First Directors. The first directors of Amalco shall be Dennis Bennie and

Ryan Roebuck. The first directors of Amalco shall hold office until the

first annual meeting of shareholders of Amalco (or the signing of a written

resolution in lieu thereof) or until their successors are elected or

appointed;

(x) By-laws. The by-laws of Amalco shall be the same as those of the

Company;

(xi) Effect of Amalgamation. The provisions of subsections 179(a) to (e) of

the OBCA shall apply to the amalgamation with the result that:

(A) the amalgamation of the Company and Newco and their

continuance as one corporation become effective;

(B) the property of each of the Company and Newco continues to be

the property of the Amalco;

(C) Amalco continues to be liable for the obligations of Newco and the

Company;

(D) an existing cause of action, claim or liability to prosecution is

unaffected;

(E) a civil, criminal or administrative action or proceeding pending by

or against either Newco or the Company may be continued to be

prosecuted by or against Amalco;

(F) a conviction against, or ruling, order or judgment in favour of or

against, Newco or the Company may be enforced by or againstAmalco; and

(G) the articles of amalgamation are deemed to be the articles ofincorporation of the Company and the certificate of amalgamation

is deemed to be the certificate of incorporation of the Company.

(i) The Murthly Fee less $150,000 shall be paid to Murthly Holdings Ltd. to the

extent that it has not been previously paid.

ARTICLE 3LETTER OF TRANSMITTAL AND WITHHOLDING RIGHTS

Section 3.1 Letter of Transmittal and Other Instructions

At the time of mailing the Company Circular or as soon as practicable thereafter, the Company

shall forward, or cause to be forwarded, to each registered Debenture Holder at the address of

such person as it appears on the Debenture Register.

Section 3.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or

more outstanding Debentures that were converted pursuant to Section 2.2 shall have been lost,

stolen or destroyed, upon the making of an affidavit of that fact by the Debenture Holder

claiming such certificate to be lost, stolen or destroyed, the Company will issue in exchange for

such lost, stolen or destroyed certificate, NextBlock Preferred Shares deliverable in accordancewith Section 2.2 and such Debenture Holder's Letter of Transmittal. When authorizing such

issuance of NextBlock Preferred Shares in exchange for any lost, stolen or destroyed certificate,

the Debenture Holders to whom NextBlock Preferred Shares are to be issued shall, as a condition

precedent to the issuance thereof, give a bond satisfactory to the Company in such sum as the

Company may direct, or otherwise indemnify the Company and Newco in a manner satisfactory

to the Company against any claim that may be made against the Company with respect to the

certificate alleged to have been lost, stolen or destroyed.

Section 3.3 Withholding Rights

The Company and Newco shall be entitled to deduct and withhold from any consideration

otherwise payable to any Debenture Holder such amounts as the Company or Newco is required

or permitted to deduct and withhold with respect to such payment under the Tax Act, the United

States Internal Revenue Code of 1986, or any provision of federal, provincial, state, local or

foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such

withheld amounts shall be treated for all purposes hereof as having been paid to the holder of

Debentures or NextBlock Preferred Shares in respect of which such deduction and withholding

was made, provided that such withheld amounts are actually remitted to the appropriate

Governmental Entity.

ARTICLE 4AMENDMENT

Section 4.1 Amendment

(a) The Company may amend, modify and/or supplement this Plan of Arrangement atany time and from time to time prior to the Effective Time, provided that any such

amendment, modification or supplement must be approved by the NextBlockBoard by resolution duly passed and certified by the Secretary of NextBlock in a

written document which is filed with the Court and, if made following the

Company Meeting, approved by the Court and communicated to DebentureHolders in the manner required by the Court (if so required).

(b) Any amendment, modification or supplement to this Plan of Arrangement whichis directed by the Court following the Company Meeting shall be effective only if

(i) it is consented to in writing by the NextBlock Board, acting reasonably, and(ii) if required by the Court, it is consented to by the Debenture Holders in the

manner directed by the Court.

(c) Any amendment, modification or supplement to this Plan of Arrangement may be

proposed by the Company at any time prior to the Company Meeting (provided

that the NextBlock Board shall have consented thereto) with or without any other

prior notice or communication, and if so proposed and accepted by the Persons

voting at the Company Meeting (other than as may be required under the InterimOrder), shall become part of this Plan of Arrangement for all purposes.

(d) This Plan of Arrangement may be withdrawn by the Company with due

authorization of the NextBlock Board prior to the occurrence of any of the events

in Section 2.2.

(e) Any amendment, modification or supplement to this Plan of Arrangement may be

made following the Effective Date unilaterally by the Company, provided that it

concerns a matter which, in the reasonable opinion of the Company, is of an

administrative nature required to better give effect to the implementation of this

Plan of Arrangement and is not adverse to the economic interest of any former

Debenture Holder.

ARTICLE 5GENERAL

Section 5.1 Paramountcy

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and

priority over any and all Debentures and NextBlock Preferred Shares issued prior to the Effective

Time, and (ii) the rights and obligations of the holders of Debentures and NextBlock Preferred

Shares and the Company and Newco and any other Person having any right, title or interest in or

to the Debentures and NextBlock Preferred Shares shall be solely as provided for in this Plan of

Arrangement.

Section 5.2 Other Documents and Instruments

Notwithstanding that the transactions or events set out herein shall occur and shall be deemed to

occur in the order set out in this Plan of Arrangement without any further authorization, act or

formality, the Company shall make, do and execute, or cause to be made, done and executed, all

such further acts, deeds, agreements, transfers, assurances, instruments or documents as may

reasonably be required by either of them in order further to document or evidence any of the

transactions or events set out herein including any resolutions of directors authorizing the issue,

exchange, transfer, purchase for cancellation or donation of shares and any share transfer powers

evidencing the transfer of shares and any receipts therefor.

TOR01: 7441206: V12

SCHEDULE "B"

MONITOR'S CERTIFICATE

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

ONTARIOSUPERIOR COURT OF JUSTICE(COMMERCIAL LIST)

IN THE MATTER OF THE WINDING-UP OFNEXTBLOCK GLOBAL LIMITED

APPLICATION UNDER SECTION 207 OF THEBUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

MONITOR'S CERTIFICATE

A. Pursuant to an Order of the Honourable Justice Conway of the Ontario Superior Court of

Justice (the "Court") dated December 4, 2017, Albert Gelman Inc. was appointed

monitor ("Monitor") of NextBlock Global Inc. ("NextBlock") herein;

B. Pursuant to the Order of the Honourable Justice Hainey, dated June 19, 2018 ("Plan

Approval Order"), upon the performance of certain tasks by NextBlock, as set out in

paragraph 6 of the said Order, the Monitor was obliged to file a certificate with the Court;

NOW THEREFORE, the Monitor hereby certifies that NextBlock has performed the tasks and

complied with the requirements set out in paragraph 6 of the Plan Approval Order.

Albert Gelman Inc., in its capacity as Court-Appointed Monitor of NextBlock GlobalLimited

Name: Joe AlbertTitle: Director

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

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

APPLICATION UNDER SECTION 207 OF THE

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

S AMENDED

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

PROCEEDINGS COMMENCED AT TORONTO

FINAL ORDER

BORDEN LADNER GERVAIS LLP

Barristers and Solicitors

Bay Adelaide Centre, East T

ower

22 Adelaide Street W

est

Toronto, O

N M5H 4E3

Fax: 416.367.6749

Aaron Blumenfeld (LSUC # 366260)

Tel: 416.367.6070

Email: A

Blumenfeld@b1g.com

Veronica Sjolin (

LSUC # 733520)

Tel: 416.367.6654

Email: VSjolin@b1g.com

Lawyers for NextBlock Global Ltd.