ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL … Record returnable April 30... · court file no. cv-12-9861-00cl between: ontario superior court of justice (commercial list) canadian

BETWEEN:

April 22, 2015

TO: SERVICE LIST

Court File No. CV-12-9861-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

CANADIAN SOLAR SOLUTIONS INC.

- and -

RA SOLAR LEASING INC.

MOTION RECORD (Returnable April 30, 2015)

FOGLER, RUBINOFF LLP Toronto-Dominion Centre 77 King Street West Suite 3000, PO Box 95 Toronto, ON M5K 1 G8

Applicant

Respondent

Vern W. DaRe (LSUC# 32591E lD) Tel: 416.941.8842 Fax: 416.941.8852 Email: [email protected]

Lawyers for BDO Canada Limited, in its capacity as Receiver of the Re.spondent

SERVICE LIST

TO: WEIRFOULDS LLP Barristers and Solicitors Toronto-Dominion Centre

AND TO:

AND TO:

AND TO:

66 Wellington Street West, Suite 4100 Toronto, ON M5K 187

Scott McGrath Tel: 416.947.5038 Fax: 416.365.1876 Email: [email protected]

Lawyers for Canadian Solar Solutions Inc.

MORRIS & MORRIS LLP Barristers & Solicitors 390 Bay Street, Suite 920 Toronto, ON M5H 2Y2

Brian Morris Tel: 416.366.2816 Fax: 416.366.5988 Email: [email protected]

Lawyers for RA Solar Leasing Inc., Hybrid Partners Ltd. and Heliene Finance Inc.

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE (Income Tax, PST) PO Box 620 33 King Street West, 61h Floor Oshawa, ON L 1 H 8E9

Kevin J. O'Hara Email: [email protected]

DEPARTMENT OF JUSTICE P.O. Box 36 The Exchange Tower 130 King Street West, Suite 3400 Toronto, ON M5X 1 K6

Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 Email: [email protected]

AND TO:

AND TO:

FLETT BECCARIO Barristers and Solicitors 190 Division Street P.O. Box 340, Stn. Main Welland, Ontario L3B 5P9

Clark Peddle Tel: (905) 732-4481 Fax: (905) 734-7719 Email: [email protected]

Lawyers for Royal Bank of Canada

GARDINER ROBERTS LLP Barristers and Solicitors Scotia Plaza, 40 King Street West Suite 3100 Toronto, Ontario M5H 3Y2

Bryan B. Skolnik Tel: (416) 865-6667 Fax: (416) 865-6636 Email: [email protected]

Lawyers for Solar Pure Energies Inc.

Index

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(COMMERCIAL LIST)

BETWEEN:


Applicant

and


Respondent

INDEX

Tab. Description

1. Notice of Motion (Returnable April 30, 2015)

2. Fourth Report of the Receiver dated April 21, 2015

A Appendix "I" - Endorsement of the Honourable Justice Newbould and the Receivership Order dated November 26, 2012

B Appendix "II" - First Report of the Receiver dated January 9, 2013 (without Appendices)

c Appendix "III" - Second Report of the Receiver dated April 17, 2013 (without Appendices)

D Appendix "IV" - Third Report of the Receiver dated January 22, 2015 (without Appendices)

E Appendix "V" - Sales Process Order dated January 18, 2013

F Appendix "VI" - Approval and Vesting Order dated April 25, 2013

G Appendix "VII" - Endorsement of the Honourable Justice Newbould dated January 29, 2015, Cost Endorsement dated March 17,

2015 and the Order reflecting this relief issued and entered April 8, 2015

H Appendix "VIII" - Revenue Settlement Agreement

I Appendix "IX" --- Final Statement of Receipts and Disbursements

J Appendix "X" - Receiver's Affidavit of Fees

K Appendix "XI" - Foglers' Affidavit of Fees

3. Draft Discharge Order

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14. I Model Discharge Order (blacklined)

tab 1


BETWEEN:


(COMMERCIAL LIST)


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NOTICE OF MOTION

Applicant

Respondent

BDO Canada Limited, in its capacity as receiver and manager of the

Respondent (the "Receiver"), will make a motion to a Judge on Thursday, April 30,

2015, at 10 a.m., or soon after that time as the motion can be heard, at 330 University

Ave., Toronto, Ontario.

PROPOSED METHOD OF HEARING:

The motion is to be heard orally.

THE MOTION IS FOR:

1. an Order, if necessary, abridging the time for service of this Notice of

Motion and the Motion Record and that the Notice of Motion is properly returnable on

the date established by the Commercial List office and that further service of the Notice

of Motion on any interested party, other than those served, may be dispensed with;

2. an Order approving the Third Report of the Receiver dated January 22,

2015 (the "Third Report") and the Fourth Report of the Receiver dated April 21, 2015

(the "Fourth Report") and the actions and activities of the Receiver as described in the

Third and Fourth Report;

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3. an Order approvmg the Receiver's Statement of Receipts and

Disbursements included in the Fourth Report;

4. an Order approving the Receiver's professional fees and disbursements as

set out in the Fourth Report;

5. an Order approving the fees and disbursements of the Receiver's counsel

as set out in the Fourth Report;

6. an Order approving the distribution of funds held by the Receiver as

described in the Fourth Report;

7. an Order discharging BDO Canada Limited as Receiver of the

Respondent; and

8. such further and other relief as counsel may request and this Honourable

Court may permit.

THE GROUNDS FOR THE MOTION ARE:

(a) the Receiver has filed with this Court the Fourth Report detailing its

findings and specifying its activities to date, and seeks approval for its

actions to date as described therein and for its intended actions thereafter;

(b) as of the date of the receivership, the Respondent was indebted to the

Applicant in the approximate amount of $4.3 million. The Applicant has

been funding this receivership. The Applicant, by way of a credit bid, was

also the successful purchaser of the assets of the Respondent pursuant to

the Approval and Vesting Order granted in these proceedings. The

Applicant is currently incurring a deficiency or shortfall pursuant to its

loan and security documentation with respect to the Respondent and is

supportive of the Receiver's discharge;

(c) the indebtedness of the Respondent to the Applicant is secured by, inter

alia, a general security agreement;

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( d) the provisions of the Initial Order;

(e) the provisions of the Bankruptcy and Insolvency Act; and

(f) such further and other grounds as counsel may advise and this Honourable

Court may permit.

THE FOLLOWING DOCUMENT ARY EVIDENCE will be used at the hearing of the

motion:

(i) the Fourth Report of the Receiver; and

(ii) such further and other materials as counsel may advise and this

Honourable Court may permit.

Date: April 22, 2015

TO: SERVICE LIST

FOGLER, RUBINOFF LLP Barristers and Solicitors Suite 3000 Toronto-Dominion Centre 77 King Street West Toronto, Ontario M5K 1 G8

Vern W. DaRe (LSUC# 32591E lD) Tel: 416.941.8842 Fax: 416.941.8852 Email: [email protected]

Lawyers for BDO Canada Limited, in its capacity as Receiver of the Respondent

3

~

CANADIAN SOLAR SOLUTIONS INC. and Applicant

RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL


(COMMERCIAL LIST)

Proceedings commenced at Toronto

NOTICE OF MOTION

FOGLER, RUBINOFF LLP Barristers and Solicitors

77 King Street West Suite 3000, P.O. Box 95

TD Centre Toronto, ON M5K 1G8

Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]

Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited

tab 2

BETWEEN:



(COMMERCIAL LIST)


and


FOURTH REPORT OF THE RECEIVER BOO CANADA LIMITED

APRIL 21, 2015

Applicant

Respondent

5

APPENDICES

Appendix 11111

Appendix "II"

Appendix "Ill"

Appendix "IV"

Appendix "V'

Appendix "VI"

Appendix "VII"

Appendix "VIII"

Appendix "IX"

Appendix "X"

Appendix "Xi"

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Endorsement of the Honourable Justice Newbould and the Receivership Order dated November 26, 2012

First Report of the Receiver dated January 9, 2013 (without Appendices)

Second Report of the Receiver dated April 17, 2013 (without Appendices)

Third Report of the Receiver dated January 22, 2015 (without Appendices)

Sales Process Order dated January 18, 2013

Approval and Vesting Order dated April 25, 2013

Endorsement of the Honourable Justice Newbould dated January 29, 2015, Cost Endorsement dated March 17, 2015 and the Order reflecting this relief issued and entered April 8, 2015

Revenue Settlement Agreement

Final Statement of Receipts and Disbursements

Receiver's Affidavit of Fees

Fogler's Affidavit of Fees

6

INTRODUCTION AND PURPOSE

1. By Order of the Honourable Justice Newbould dated November 26, 2012 (the

"Receivership Order"), BOO Canada Limited ("BOO" or the "Receiver") was appointed

over some of the property of RA Solar Leasing Inc. ("RA"). Under section 2 of the

Receivership Order, the Court appointed the Receiver over the projects funded in whole

or in part by Canadian Solar Solutions Inc. ("Canadian Solar" or "CSSI") pursuant to

the Master Purchase Agreement dated November 10, 2011 (defined as the "Property").

Copies of the Receivership Order and the related Endorsement of the Honourable

Justice Newbould are attached as Appendix I.

2. The purpose of this Report (the "Fourth Report") by the Receiver is to advise the Court

of its activities, and obtain the following:

(a) An Order authorizing and directing the Receiver to distribute funds in its

possession as described in this Fourth Report;

(b) An Order approving this Fourth ,Report and Third Report (defined below) of the

Receiver and the actions and activities of the Receiver described herein;

(c) An Order approving the final statement of receipts and disbursements of the

Receiver as set out in this Fourth Report;

(d) An Order approving the Receiver's professional fees and disbursements as set

out in this Fourth Report;

(e) An Order approving the fees and disbursements of the Receiver's counsel as set


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(f) An Order discharging BOO Canada Limited as Receiver of RA and releasing it

from any and all liability; and

(g) Such further and other relief as counsel may advise and this Honourable Court

may permit.

BACKGROUND

3. To date, the Receiver has provided the Court with three reports (excluding this Fourth

Report). The First Report is dated January 9, 2013 (the "First Report"), the Second

Report is dated April 17, 2013 (the "Second Report") and the Third Report is dated

January 22, 2015 (the "Third Report"). In each of these motions, the Court granted or

released an Order and/or Endorsement. The first Order is dated January 18, 2013; the

second Order is dated April 25, 2013; and the Endorsement is dated January 29, 2015

(the "January 29 Endorsement"). In the January 29 Endorsement, Newbould J.,

among other things, dismissed the motion brought by Heliene Finance Inc. ("Heliene")

seeking leave to sue BOO and ordered costs against Heliene in favour of BOO and

Canadian Solar. On March 17, 2015, Newbould J. ordered costs against Heliene on a

substantial indemnity basis in the amount of $35,000 payable by Heliene to BDO within

30 days (the "Cost Endorsement"). An Order reflecting the relief granted in the

January 29 Endorsement and Cost Endorsement was taken out in April 8, 2015 (the

"April Order"). Copies of the First Report, Second Report and Third Report, without

appendices, are respectively attached as Appendix II, Ill and IV and copies of the

Orders dated January 18, 2013 (Sales Process Order) and April 25, 2013 (Approval and

Vesting Order) and the January 29 Endorsement, Cost Endorsement and April Order are

respectively attached as Appendix V, VI and VII.

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4. Under the January 18, 2013 Order or Sales Process Order, the Court approved, among

other things, the actions and activities of the Receiver to date as described in the First

Report including the sales process for the sale of the RA projects funded in whole or in

part by Canadian Solar.

5. Under the April 25, 2013 Order or Approval and Vesting Order, the Court approved,

among other things, the actions and activities of the Receiver to date as described in the

Second Report including the sale of the RA projects funded in whole or in part by

Canadian Solar, identified or listed in Schedule "B" of the Order as 126 projects and 3

projects not completed (the "Canadian Solar Projects"), to Canadian Solar and vesting

title of these projects to or in Canadian Solar or its assignee. The sale was completed or

closed on June 4, 2013. While paragraph 15 of the Approval and Vesting Order required

the closing date for the completion of the sale transaction to occur on or before 30 days

from April 25, 2013 (i.e., May 25, 2013), paragraph 1 of the Order also authorized the

Receiver to make minor amendments as the Receiver may deem necessary and to take

such additional steps as may be necessary or desirable for the completion of the sale

transaction and for the conveyance of the assets or projects; at the request of Canadian

Solar, the Receiver agreed to close the transaction on June 4, 2013.

6. Under the January 29 Endorsement of the Honourable Justice Newbould dated January

29, 2015, the Court, among other things, denied Heliene leave to commence an action

for damages against the Receiver and ordered costs against Heliene in favour of BOO

and Canadian Solar. On March 17, 2015, the Cost Endorsement was granted whereby

the Court ordered costs against Heliene on a substantial indemnity basis in the amount

of $35,000, payable by Heliene to BOO within 30 days. On April 8, 2015, the April Order

was taken out reflecting the relief granted in the January 29 Endorsement and Cost

Endorsement including the Court's refusal to give Heliene leave to sue BOO, costs in

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favour of BOO in the amount of $35,000 payable in 30 days or by April 17, 2015 and

costs in favour of Canadian Solar in the amount of $1,500 payable in 30 days or by April

17, 2015. As of the date of this Fourth Report, Heliene has paid these costs to BOO

and, to the best knowledge of the Receiver, has not yet paid Canadian Solar's costs.

THE PROPOSED DISTRIBUTION

7. The Receiver was appointed over the Property or Canadian Solar Projects pursuant to

the Receivership Order. The appointment did not cover the Heliene Projects or RA

projects funded by Heliene (the "Heliene Projects"). During the course of the

receivership administration, various third parties deposited funds relating to the Heliene

Projects, the Canadian Solar Projects and other projects of RA into a lockbox/bank

account under the care and control of the Receiver. The Receiver found it necessary to

retain expert help from Icarus Power Generation Inc. ("Icarus"), to review and reconcile

the bank deposits on a project-by-project basis. This was a complicated reconciliation

process and was described in detail in the Receiver's Third Report (attached as

Appendix "IV" (without appendices) to this Report) and will not be repeated in this Fourth

Report (the "Reconciliation").

8. Icarus completed the Reconciliation on or about March, 2014. Upon completion of the

reconciliation, approximately $21,000 was identified as relating to the Heliene Projects,

of which approximately $11,000 was deposited into the lockbox/bank account of

Canadian Solar (the "CS Account") and approximately $10,000 was deposited into the

lockbox/bank account of the Receiver (the "Receiver Account"). The Receiver

understands that Canadian Solar, Heliene and RA entered into a Revenue Settlement

Agreement in July, 2014 (the "Revenue Settlement Agreement") whereby they agreed,

among other things, how to divide or distribute the money in the CS Account among

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themselves and RA and Heliene agreed that any claims that they may have had to the

amounts on deposit in the Receiver Account have been satisfied by the payments from

the CS Account. A copy of the Revenue Settlement Agreement is attached as Appendix

VIII.

9. As to the funds in the Receiver Account relating to the Heliene Projects, the exact

amount of money held by the Receiver from the Heliene Projects was $9,791.55. In

addition, as per the Reconciliation, $14,643.63 received by BOO related to Solar Pure

Energies/Forum Equity projects. The Receiver has been advised by Canadian Solar

that Canadian Solar remitted these amounts to Heliene and Solar Pure Energies/Forum

Equity.

10. Icarus' Reconciliation also shows that there were $18, 182.57 in deposits to the Receiver

Account (consisting of 8 separate deposits) where the payor could not be identified and,

accordingly, could not be matched to a particular projecUhomeowner. These were

deposits originally made into RA's lock box bank account at the Royal Bank of Canada

("RBC") which were then transferred into the BDO receivership bank account, and the

supporting documentation did not indicate or disclose where the deposit came from (the

"Unmatched Deposits").

11. The Receiver proposes that these Unmatched Deposits in the Receiver Account be paid

to Canadian Solar for the following reasons: (a) they are likely from the Property or

Canadian Solar Projects; (b) RA and Heliene waived any claim to deposits in the

Receiver Account under the Revenue Settlement Agreement; as noted above, RA and

Heliene agreed that any claims that they may have had to the amounts on deposit in the

Receiver Account have been satisfied by the payments from the CS Account; and (c)

Solar Pure Energies/Forum Equity ("Pure Energies"), as noted above, was already

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paid $14,643.63 by Canadian Solar for their projects. As a condition of receiving the

Unmatched Deposits, Canadian Solar has agreed to indemnify the Receiver for any valid

or legitimate claim by a third party to the Unmatched Deposits. Given the relatively

nominal amount of the Unmatched Deposits and Canadian Solar's indemnity and the

Receiver's wish to be discharged, the Receiver recommends that these funds be paid to

Canadian Solar. Also, the Receiver has put RSC, Heliene and Pure Energies, through

their counsel, on notice of this motion.

12. The Receiver has in its possession the approximate amount of $27,000 from the

administration of the receivership, about $9,000 from or related to the Canadian Solar

Projects and approximately $18,000 from the Unmatched Deposits. The Receiver

proposes paying or distributing these funds to Canadian Solar. The Receiver also

recommends that any funds received by the Receiver after its discharge with respect to

the Canadian Solar Projects shall be paid to Canadian Solar without a further order of

this court. In this regard, it bears noting that during this receivership, Canadian Solar

has provided net advances totalling approximately $241,500.00 to fund receivership

costs including professional fees.

FINAL STATEMENT OF RECEIPTS AND DISBURSEMENTS

13. Attached hereto as Appendix IX to this Fourth Report is the Receiver's Final Statement

of Receipts and Disbursements.

PROFESSIONAL FEES AND EXPENSES

14. The Receiver seeks the approval of its professional fees and disbursements and the

fees and disbursements of its legal counsel.

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15. The professional fees and disbursements of the Receiver total $131,924.42 inclusive of

applicable HST, for the period of April 1, 2013 to April 2, 2015. The Receiver's affidavit

of fees is attached as Appendix X.

16. The legal fees and disbursements of Receiver's counsel, Fogler, Rubinoff LLP

("Foglers"), total $98,784.20 inclusive of applicable HST, for the period of April 16, 2013

to April 8, 2015. Fogler's affidavit of fees is attached as Appendix XI. The Receiver has

reviewed the time entries submitted by Foglers and believes the work performed and

charges incurred to be appropriate and reasonable.

17. Canadian Solar has funded the payment of professional fees throughout the

engagement of the Receiver and is therefore satisfied with the costs incurred to date.

DISCHARGE

18. The Receiver is requesting its discharge as receiver and its release from any and all

liability with respect to the receivership.

CONCLUSION

19. There are no other substantial matters to be dealt with by the Receiver. Accordingly, the

Receiver respectfully recommends that this Honourable Court issue:

(a) An Order authorizing and directing the Receiver to distribute funds in its possession

as described in this Fourth Report;

(b) An Order approving this Fourth Report and the Third Report and the actions and

activities of the Receiver described herein;

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(c) An Order approving the final statement of receipts and disbursements of the

Receiver as set out in this Fourth Report;

(d) An Order approving the Receiver's professional fees and disbursements as set


(e) An Order approving the fees and disbursements of the Receiver's counsel as set


(f) An Order discharging BDO Canada Limited as Receiver of RA and releasing it

from any and all liability; and

(g) Such further and other relief as counsel may advise and this Honourable Court

may permit.

All of which is respectfully submitted this 21 51 day of April, 2015.

BOO CANADA LIMITED, in its capacity as Receiver of specific assets of RA Solar Leasing Inc., and not in its personal capacity

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tab A

THE HONOURABLE

JUSTICE NEWBOULD

Court File No. CV- 12-9861-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

)

)

)

MONDAY, THE 26th DAY

OF NOVEMBER, 2012


Applicant I Moving Party

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Respondent I Responding Party

ORDER

THIS MOTION made by the Applicant for an Order pursuant to section 243(1) of the

Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of

the Courts of Justice Acr, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing BOO Canada

Limited as receiver and manager (in such capacities, the "Receiver") without security, of all of

the assets, rights, property and undertaking of RA Solar Leasing Inc. (the "Debtor") associated

with, arising out of, or in any way or manner related to any and all of the Projects funded in

whole or in part by Canadian Solar pursuant to the Master Purchase Agreement dated November

10, 2011, was heard on November 20, 2012 at 330 University Avenue, Toronto, Ontario, with

judgment reserved to this day.

ON READING the affidavits of John P. Marner, sworn October I, 2012, October 29,

2012, November 16, 2012 and November 12, and the exhibits thereto; the affidavits of Steven

Marshall, sworn October 3 I and November 9, 2012, and the exhibits thereto; the transcripts from

the cross-examination of Steven Marshall held on November l I, 2012, and the cross

examination of John P. Marner held on November 13, 2012 and any answers to undertakings

4887295.3

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delivered in connection with those cross-examinations; on hearing the submissions of counsel for

the parties; and on reading the consent of BOO Canada Limited to act as the Receiver,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged and validated so that this Motion is properly returnable today and

hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of

the CJA. BDO Canada Limited is hereby appointed Receiver, without security, of all of the

assets, rights, property and undertakings of the Debtor associated with, arising out of, or in any

way or maimer related to any and all of the Projects funded in whole or in part by Canadian Solar

pursuant to the Master Purchase Agreement dated November I 0, 2011 (the "Property"),

RECEIVER'S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

4887295.3

(a) to take possession of and exercise control over the Property and any and

all proceeds, receipts and disbursements arising out of or from the

Property;

(b) to receive, preserve, and protect of the Property, or any part or pa1is

thereof, including, but not limited to, the changing of locks and security

codes, the relocating of Property to safeguard it, the engaging of

independent security personnel, the taking of physical inventories and the

placement of such insurance coverage as may be necessary or desirable;

16

488?2953

(c) to manage, operate, and carry on the business of the Debtor, including the

powers to enter into any agreements, incur any obligations in the ordinary

course of business, cease to carry on all or any part of the business, or

cease to perform any contracts of the Debtor;

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

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

whatever basis, including on a temporary basis, to assist with the exercise

of the Receiver's powers and duties, including without limitation those

conferred by this Order;

(e) to purchase or lease such inachinery, eq\lipment, inventories, stipplies,

premises or other assets to continue the business of the Debtor or any part

or parts thereof;

(f) to receive and collect all monies and accounts now owed or hereafter

owing to the Debtor and to exercise all remedies of the Debtor in

collecting such monies, including, without limitation, to enforce any

security held by the Debtor;

(g) to settle, extend or compromise any indebtedness owing to the Debtor;

(h) to execute, assign, issue and endorse documents of whatever nature in

respect of any of the Propetty, whether in the Receiver's name or in the

name and on behalf of the Debtor, for any purpose pursuant to this Order;

(i) to tmdertake environmental or workers' health and safety assessments of

the Propetty and operations of the Debtor;

G) to initiate, prosecute and continue the prosecution of any and all

proceedings and to defend all prnceedings now pending or hereafter

instituted with respect to the Debtor, the Property or the Receiver, and to

settle or compromise any such proceedings. The authority hereby

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4887295.3

.4.

conveyed shall extend to such appeals or applications for judicial review

in respect of any order or judgment pronounced in any such proceeding;

(k) to market any or all of the Property, including advertising and soliciting

offers in respect of the Property or any part or parts thereof and

negotiating such terms and conditions of sale as the Receiver in its

discretion may deem appropriate;

(!) to sell, convey, transfer, lease or assign the Property or any part or parts

thereof out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not

exceeding $100,000.00, provided that the aggregate consideration

for all such transactions does not exceed $250,000.00; and

(ii) with the approval of this Court in respect of any transaction in

which the purchase price or the aggregate purchase price exceeds

the applicable amount set out in the preceding clause;

and in each such case notice undei" subsection 63(4) of the Ontario

Personal Property Security Act, [or section 31 of the Ontario Mortgages

Act, as the case may be,J shall not be required, and in each case the

Ontario Bulk Sales Act shall not apply,

(m) to apply for any vesting order or other orders necessary to convey the

Property or any part or parts thereof to a purchaser or purchasers thereof:

free and clear of any liens or encumbrances affecting such Property;

(n) to report to, meet with and discuss with such affected Persons (as defined

below) as the Receiver deems appropriate on all matters relating to the

Property and the receivership, and to slui.re information, subject to such

terms as to confidentiality as the Receiver deems advisable;

(o) to register a copy of this Order and any other Orders in respect of the

Property against title to any of the Property;

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(p) to apply for any permits, licences, approvals or permissions as may be

required by any governmental authority and any renewals thereof for and

on behalf of and, if thought desirable by the Receiver, in the name of the

Debtor;

(q) to enter into agreements with any trustee in bankruptcy appointed in

respect of the Debtor, including, without limiting the generality of the

foregoing, the ability to enter into occupation agreements for any property

owned or leased by the Debtor;

(1•) to exercise any shareholder, partnership, joint venture or other rights

which the Debtor may have; and

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

the performance of any statutory obligations.

and in each case where the Receiver takes any such actions or steps, it shall be exclusively

authorized and empowered to do so, to the exch.1sion of all other Persons (as defined below),

including the Debtor, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors,

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

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

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

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

Receiver of the existence of any Property in such Person's possession 01' control, shall grant

immediate and continued access to the Property to the Receiver, and shall deliver all such

Property to the Receiver upon the Receiver's request.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence 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

4887295.3

19

affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data

storage media containing any such information (the foregoing, collectively, the "Records") in

that Person's possession or control, and shall provide to the Receiver or pennit the Receiver to

make, retain and take away copies thereof and grant to the Receiver unfettered access to and use

of accounting, computer, software and physical facilities relating thereto, provided however that

nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,

or the granting of access to Records, which may not be disclosed or provided to the Receiver due

to the privilege attaching to solicitor-client communication or due to statutory provisions

prohibiting such disclosure.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of infonnation storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recDver and fully

copy all of the information contained therein whether by way of printing the infonnation onto

paper or making copies of computer disks or such other manner of retrieving and copying the

infom1ation as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver. further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the infonnation in the Records as the Receiver may in its discretion require includi11g

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

providing the Receiver with any and all access codes, account names and account numbers that

may be required to gain access to the information.

NO PROCEEDINGS AGAINST THE RECEIVER

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

tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except

with the wrilten consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

8. THlS COURT ORDERS that no Proceeding agaill$t or in respect of the Debtor or the

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

4887295.3

20

with leave of this Court and any and all Proceedings currently under way against or in respect of

the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

9. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or

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

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that

nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business

which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from

compliance with statutory or regulatory provisions relating to health, safety or the environment,

(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent

the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

10. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, tenninate or cease to perform any right, renewal tight, contract, agreement,

licence or permit in favour of or held by the Debtor, without written consent ofthe Receiver or

leave of this Couit.

CONTINUATION OF SERVICES

11. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtor or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the suppfy of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current

telephone numbers, facsimile numbers, internet addresses and domai11 names, provided in each

case that the normal prices or charges for all such goods or services received after the date of this

Order are paid by the Receiver in accordance with nonnal payment practices of the Debtor or

4887295.3

21

such other practices as may be agreed upon by the supplier or service provider and the Receiver,

or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

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

payments received or collected by the Receiver from and after the making of this Order from any

source whatsoever, including without limitation the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whcthet in existence on the date of this

Or<ler or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit

of such Post Receivership Accounts from time to time, net of any disbursements provided for

herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any

fmther Order of this Court.

EMPLOYEES

13. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of

the Debtor until such time as the Receiver, on the Debtor's behalf, may te1minate the

employment of such employees. The Receiver shall not be liable for any employee-related

liabilities, including any successor employer liabilities as provided for in section 14.06(1 .2) of

the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in

respect of its obligations under sections 81 .4(5) or 81.6(3) of the BIA or under the Wage Eamer

Protection Program Act.

PIPED A

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

Information Protection and Electronic Documents Act, the Receiver shall disclose personal

information of identifiable individuals to prospective purchasers or bidders for the Property and

to their advisors, but only to the extent desirable or required to negotiate and attempt to complete

one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

whom such personal infonnation is disclosed shall maintain and protect the p1ivacy of such

information and limit the use of such information to its evaluation of the Sale, and if it does not

complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all

4887295.3

22

- 9 -

such infotmation. The purchaser of any Prope11y shall be entitled to continue to use the personal

infonnation provided to it, and related to the Property purchased, in a manner which is in all

material respects identical to the prior use of such information by the Debtor, and shall return all

other personal infonnation to the Receiver, or ensure that all other personal information is

destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

15. THIS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any federal, provincial or other law respecting the

protection, conservation, enhancement, remediation or rehabilitation of the environment or

relating to the disposal of waste or other contamination including, without limitation, the

Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario

Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations

thereunder (the ''Environmental Legislation"), provided however that nothing herein shall

exempt the Receiver from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in

pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of

any of the Property within the meaning of any Environmental Legislation, unless it is actually in

possession.

LIMITATION ON THE RECEIVER'S LIABILITY

16. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result

of its appointment or the carrying out the provisions of this Order, save and except for any gross

negligence or wilful misconduct on its patt, or in respect of its obligations under sections 81 A(S)

or 81.6{3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order

shall derogate from the protections afforded the Receiver by section 14.06 of the BlA or by any

other applicable legislation.

4887295.3

23

-10-

RECEIVER'S ACCOUNTS

17. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their

reasonable fees and disbursements, in each case at their standard rates and charges, and that the

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

"Receiver1s Charge") on the Property, as security for such fees and disbursementc;, both before

and after the making of this Order in respect of these proceedings, and that the Receiver's Charge

shall form a first charge on the Property in priority to all security interests, trusts, liens, charges

and encumbrances, statutory or otherwise, in favour of any Person, but subject to sections

14.06(7), 81.4(4), and 81.6(2) of the BIA.

I 8. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts

from time to time, and for this purpose the accounts of the Receiver and its legal counsel are

hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

19. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at

liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

fees and disbursements, including legal fees and disbursements, inci.1rred at the nonnal rates and

charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

20. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

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

consider necessary or desirable, provided that the outstanding principal amount does not exceed

$200,000.00 (or such greater amount as this Court may by further Order authorize) at any time,

at such rate or rates of interest as it deems advisable for such period or periods of time as it may

arrange, for the purpose of funding the exercise of the powers and duties conferred upon the

Receiver by this Order, including interim expenditures. The whole of the Property shall be and

is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as

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

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

48Sn95.3

24

- 11 -

in favour of any Person, but subordinate in priority to the Receiver's Charge and the charges as

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

21. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other

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

enforced without leave of this Court.

22. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates

substantially in the form annexed as Schedule "A" hereto (the "Receiver's Ce11ificates") for any

amount borrowed by it pursuantto this Order.

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

pursuant to this Order or any further order of this Court and any and all Receiver's Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates.

GENERAL

24, THIS COURT ORDERS that the Receiver may frorn time to time apply to this Court for

advice and directions in the discharge ofits powers and duties hereunder.

25. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting

as a trustee in bankruptcy of the Debtor.

26. THfS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver 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 Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the tcnns of this Order.

27. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and for assistance in canying out the terms of this Order, and

4887295.3

25

- 12 -

that the Reci;:iver is authorized and empowered to act as a representative in respect of the within

proceedings for the purpose of having these proceedings recognized in a jurisdiction out'lide

Canada.

28. THIS COURT ORDERS that the Applicant shall have its costs of this Motion, up to and

including entry and service of this Order, provided for by the terms of the Applicant's security

or, if not so provided by the Applicant's security, then on a substantial indemnity basis to be paid

by the Receiver from the Debtor's estate with such priority and at such time as this Comt may

detennine.

29. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

likely to be affected by the order sought or upon such other notice, if any, as this Court may

order.

ENTERED AT 1 INSCR!FT A TOPtONTO ON /BOOK NO: LE I DANS LE REGISTRE NO.:

NOV 2 7 2012

AS DOCUMENT N~ A TrrRe or: oocu~,i PeR /PAR:

4887295.3

G. Argyropoulos, Registrar SupE:n1.:;r Ccu1 t of Jus~icil

26

CERTIFICATE NO.

AMOUNT$

SCHEDULE "A11

RECEIVER CERTIFICATE

1. THIS IS TO CERTIFY that BDO Canada Limited; the receiver (the "Receiver") of the

assets, unde11akings and properties of RA Solar Leasing Inc. (the "Debtor") acquired for, or used

in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the

"Property") appointed by Order of the Ontario Supe1ior Court of Justice (Commercial List) (the

"Court") dated the ..._ of ..._, 2012 (the "Order") made in an action having Court file number

__ ~CL-__ , has received as such Receiver from the holder of this certificate (the "Lender")

the principal sum of$ __ , being part of the total principal sum of$ __ which the Receiver

is authorized to borrow under and pursuant to the Order.

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

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

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

above the prime commercial lending rate of Bank of __ from time to time.

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

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this ce1iificate shall be issued by the Receiver

to any person other than the holder of this cettificate without the prior written consent of the

holder of this certificate.

4887295,3

27

6. The charge securing this certificate shall operate so as to pe1mit the Receiver to deal with

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

Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any

sum in respect of which it may issue certificates under the terms of the Order.

DATED the __ day of __ , 20_.

4887295.3

BDO CANADA LIMITED, solely in its capacity as Receiver of the Property, and not in its personal capacity

Per:

Name:

Title:

28


Applicant I Moving Party

48872953

-and- RA SOLAR LEASING INC.

Respondent I Responding Party



(COMMERCIAL LIST)


ORDER

WEIRFOULDS LLP Barristers and Solicitors Toronto-Dominion Centre 66 Wellington Street West, Suite 4100 Toronto, ON M5K 1B7

Paul D. Guy (LSUC# 49794K) Tel: (416) 947~5045 Fax: (416) 365-1876

Lawyers for the Applicant, Canadian Solar Solutions Inc.

N c.o

Nov. 26. 2012 12:30PM No. 2 716 P. 2/8

CITATION: Canadian Solai- solutions lnc, v. RA Solar Leasing Inc., 2012 ONSC 6699 COURT FILE NO.: CV-12-9861-00CL

DATE: 20121126

SUPERIOR COURT OF JUSTICE- ONTARIO COMEMRCIAL LIST

RE: CANADIAN SOLAR SOLUTIONS INC., Applicant

And

RA SOLAR LEASING INC, 1 Respondent

BEFORE: Justice Newbould

COUNSEL: Paul D, Guy. for the Applicant

Btian Morris, for the Respondent

DATE HEARD: November 20, 2012

ENDORSEMENT

(1) Canadian Solar moves for the appointment of a receiver over the assets of RA Solar

under its general security agreement that permits it to apply to court for the appointment of a

receiver.

[2] Canadian Solar is in the solar power business. It concentrates on the solar photovoltaic

market providing turnkey solar solutions for residential, commercial and farm markets in

Canada.

[3] RA Solar is in the business of leasing rooftops from homeowners for the pu1'pose of

developing solar power generating facilities that comply with the requirements of the Ontario

microFIT Program.

30

Nov. 26. 2012 12:30PM No. 2716 P. 3/8

Page:2

[4] The pmties entered into a Master Purchase Agreement dated November 10, 2011 and

amended on February 27, 2012. The term of the MPA was for 6 months expiring on May 10,

2012. The MPAprovided, provided, among other things:

• RA Solar was to source residential rooftop projects for development and construction of Rooftop Solar Photovoltaic Electricity Generation Facilities (section 4(a)).

• Canadian Solar was required to fund the acquisition, development and construction of the projects, initially up to a maximum amount of $5 million (section 6(a)).

• Canadian Solai· was to do all of the work on the projects, including providing the required engineering services, equipment procurement, labour, materials, equipment and tools and services and construct and install all equiment necessry to complete the prnjects (Sections 2.1 and 2.5 ofEPC Terms and Conditions)

• The parties would work to find a third party buyer for the portfollo of projects constructed and share in the net proceeds of such sale (section 7(b)).

[5] Canadian Solar was to be paid Up Front Fees and BPC Fees, being

• "Up Front Fees": amounts paid up front by Canadian Solar to cover the local distribution company fee ("LDC fee"), building permit fee and engineering fee in connection with each Project, and origination fees for Projects that are terminated after payment was made by Canadian Solar. (section 4(g)).

• HEPC Fees": amounts payable to Canadian Solar upon substantial completion of each Project (which has occurred for numerous projects) to compensate Canadian Solar for all of its work in connection with the actual engineering, procurement and construction of that particular Project (section 6(a) and (b)).

[6) The MPA provided for a grid promissory note to which amounts to be paid to Canadian

Solar by RA Solar were to be added as the amounts became due. The MPA as amended

provided;

4.(g) For the purpose of advancing such Projects, [Canadian Solar] shall advance to [RA Solar] the sums necessru:y for [RA Solar] to pay LDC interconnection fees and municipal building permit fees with respect to a Project, at the time of payment thereof by [RA Solar]. Such amounts shall be added to the Master Note balance ... ,

31

Nov. 26. 2012 12:30PM No. 2716 P. 4/8

Page:3

6.(b) [Canadian Solar] will establish a Master Note ... and secured by a general security agreement securing all of the assets and undertakings of [RA Solar] .. , .The Master note will be a grld note and all amounts funded by [Canadian Solar] pursuant to this paragraph 6 and paragraph 4 shall be added to the note from time to time. Amounts outstanding undel' the Maste1· Note may not exceed

$5,000,000.

6.(f) Upon Substantial Completion of a Project;

(ii) there shall become due and owing in respect of such Project the EPC Price, which EPC Price shall be added to the cumulating balance of the Master Note.

[7] RA Solar contends that the GSA secmes only the Up Front Fees and not the EPC Fees.

This is not corl'ect. It is based on an incorrect interpretation of the MP A,

[8] Section 3 of the GSA describes the secured obligations as all obligations of RA Solar to

Canadian Solar, including the obligations in the grid promissory note, It states:

3. Secured Obligations

The security interests, mortgages and charges granted hereby secure all of the following (collectively, the 4'Qbligations): both the performance and the payment to [Canadian Solar] of all obligations, debts and liabilities (including, without

limitation, on account of damages) of [RA Solar] to [Canadian Solar], ptesent or foture, direct or indil'ect, absolute or contingent, liquidate or unliquidated, matured or not, wheresoever and howsoever incurred pursuant to the [MPA), the (Note] and any other document or instrument pursuant thereto or contemplated thereby ...

[9] Sections 4(g) and 6(b) and (f) of the MPA as set out above make clear that the grid note

is to include all EPC fees.

[10] RA Solar points to paragraph 5 of the GSA, which deals with partial discha1·ge of

security. It provides that each advance of funds by Canadian Solar shall be allocated to each

specific project being financed by Canadian Solar. It further provides that as the amounts being

repaid by RA Solat to Canadian Solar are sufficient to satisfy the obligations in connection with

each specific project, the security fot that project will be released. This is of no assistance to RA

32

Nov. 26. 2012 12:30PM No.2716 P. 5/8

Page:4

Solar for at least two reasons. First1 it says nothing about whether all debts owing by RA Solar to

Canadian Solar are secured by the grid note and the GSA. Second, RA Solar admittedly has paid

nothing to Canadian Solar and would not be entitled to any discharge for any project.

[11] RA Solar contends that Canadian Solar was obligated to fund $5 million under S. 6(a) of

the MP A and that because of its failure to fund that amount, the EPC Fees are not due and

payable. I do not agree, The EPC Fees by the terms of section 6(t) of the MPA are to be due and

owing for each project upon substantial completion on the project1 and added to the grid note.

The substantial completion dates for each project ran from December 16, 2011 to July 20, 2012

according to the affidavit evidence of Mr. Marshall of RA Solat. The EPC Fees for each of them

became due and owing on each of those dates. Moreover I do not read section 6 of the MPA as

requiring $5 million to be funded by Canadian Solat. Section 6(a) provides that the projects will

be funded by Canadian Solar, Section 6(b) provides that amounts funded by Canadian Solar will

be added to the grid note from time to time and that the amounts outstanding under the grid note

shall not exceed $5 million. Canadian Solar would not be required to fund a project it did not

take on and Mr. Motris conceded that there is no evidence that the projects that Canadian Solar

agreed to take on have not been cornpleted and paid for by Canadian Solar.

[12] The amounts added to the grid note under the terms of the MPA were $1)32,327.81 in

Up Front Fees and $3,220,903,38 (HST included) in EPC Fees.

[13) The grid note by its terms became due and payable in full on November 10, 2012.

Because this date fell on a Saturday, the due date by the terms of the note was extended to

November 12, 2012, RA Solar takes the position that it had a further 30 days to cure the default

and that this 30 day period has not yet passed. I do not agree. It is based on a misreading of

section 9(e)(iii), That section states:

(e) This Agreement shall terminate on the earlier of:

(iii) the date that either Party violates, in any material respect, any of the provisions of this Agreement, which violation remains uncured or the process for cudng same has not commenced or is not continuing, in each case, for 30 days following such Party's written notice thereof from the other Party ...

33

Nov. 26. 2012 12:30PM No.2716 P. 6/8

Page: 5

[14] This provision does not deal with when an obligation is due under the grid note. It gives a

defaulting pa1ty who has been served with a notice to terminate the MPA 30 days to cure the

default in order to ptevent the termination of the MPA.

[15) RA Solar also contends that the MP A extends the repayment of the grid note to 60 days

following the termination of the MPA. It relies on section lO(c) of the MPA. I do not see that

section having anything to do with the due date of the grid note. It provides that upon the

tetmination of the MPA, the parties will make bona fide eff01ts to sell the then remaining

projects, including completed and in progress projects, as soon as practicable. It goes on to state:

In the event that the Parties are unable to enter into a binding agreement for the sale of such Projects to a third party within 60 days from the date of termination of this Agreement, [Canadian Solar] may, at its option, require [RA Soh.w] to carry out a Purchase Transfer,

[16] A Purchase Transfer is a transfer of the projects by RA Solar to Canadian Solar. The

section merely states that Canadian Solar would have the option of requiring all of the projects to

be transferred to it if they could not be sold to a third party purchaser. It does not extend the date

for payment of the grid note.

(17] The only possible provision providing for the extension for the time to pay the grid note

would be section 41 of the Bills of Exchange Act which provides:

41. Where a bill is not payable on demand, three days, called days of grace, are, in every case, where the bill itself does not otherwise provide, added to the time of payment as fixed by the bill, and the bill is due and payable on the last day of grace, but whenever the Jast day of grace falls on a legal holiday or non-juridical day in the province where any such bill is payable, the day next following, not being a legal holiday or non-juridical day in that province, is the last day of grace.

[I 8] Whether this section is applicable is not worth debating. If the 3 day grace period is

applicable, that means that the due date for the grid note was extended to November 15, 2012, a

date that has expired.

(19] Thus there is no question that the amounts of $1,232,327.81 and $3,220,903.38 are due

and payable and secured by the GSA.

34

Nov. 26. 2012 12:30PM No.2716 P. 7/8

Page:6

(20] I should note that the MPA was terminated by Canadian Sola1• on April 30, 2012 as a

result of various alleged defaults by RA Solar of its obligations under the MP A. Under section

lO(b) of the MPA, all amounts due under the grld note become immediately due and owing on a

termination of the MPA caused by the default of RA Solar. This termination occurred a week·

and-a-half prior to May 101 2012. the date the MPA would terminate in any event upon the

expiry its 6 month term.

[21] On May 25. 2012, Canadian Solar issued a demand lettel' to RA Solar and formal notice

of its intention to enforce its security under section 244 of the BIA. The lettet stated that RA

Solar owed Canadian Solar $4,3291877.50 as of May 30. 2012 and that Canadian Solar intended

to enforce its security. The statutory 10-day notice period under the BIA has long since expired.

[22] Canadian Solar commenced this application on October 2. 2012 for the appointment of

BDO as receiver based on the defaults alleged by Canadian Solar. These defaults are contested

by RA Solar. For that reason, Canadian Solar has based its motion on the termination of the

MP A by its terms and the terms of the MP A and the grid note. It has not sought to argue the

termination caused by the alleged defaults of RA Solru: was justified.

[23] The principles governing the appointment of a receiver under a security agreement are

fully set out in Bank of Montreal v. Carnival National Leasing Ltd. (2011 ), 74 C.B.R. (51h) 300 at

paras. 24 to 29.

(24] In my view it is apptopriate to order the appointment of a receiver. The outstanding

amounts owing by RA Solar to Canadian Solar are past due. The security held by Canadian Solar

permits it to apply to have a receivel' appointed by the Court.

[25) The projects under the MP A carried out by Canadian Solar are to be sold in accordance

with section lO(e) of the MPA. There are homeowners involved who may have an interest in any

sale. as does the power authority in Ontario. A sale undeiiaken by a court appointed receiver will

provide safeguards that all appropl'iate steps are taken, and permit a vesting order that will likely

be required.

35

Nov. 26. 2012 12:31PM No. 2716 P. 8/8

Page: 7

[26] By a general security agreement dated as of October 2, 2012, the date this application

was commenced, Hybrid Partne1·s Ltd took security from RA Solar over all of RA Solar's assets.

Mr. Stevenson, the president of RA Solar swore that he through Hybrid Partners Ltd. had

invested in excess of $2,375,000, and that the only way he shall have his investment returned is

by finding a third paity purchaser. A dispute over this security or who should have the right to

sell the projects would obviously not be helpful, and a comt appointed receiver with the power to

conduct the sale would obviate that.

[27] lt is also the case that under section lO(c) of the MPA, Canadian Solar has the right now

to require RA Solar to transfel' to it the projects carried out by Canadian Solar. That would give

Canadian Solar complete control over those projects. By applying to comt to have a receiver

appointed, Canadian Solar is giving up that right by having put in place a comt ordered process

that will pwtect the rights of all stakeholders, Under section 7(a) of the MP A, Canadian Solar

has a right in any asset sale to be paid 80% of any net amounts received beyond the payment of

amounts advanced by it under section 6(a). It is in the interest of Canadian Solar therefore to

obtain the maximum amounts that can be achieved on any sale. A receiver can exercise the rights

to sell provided for in section lO(c).

[28] In the circumstances an order shall go appointing BDO Canada Limited as receiver under

section 243(1) of the BIA and section 101 of the Courts of Justice Acr. The form of the ordel'

shall be a contained at tab 13 of the motion record of Canadian Solar.

Newbould 1.

DATE: November 26, 2012

36

tab B

BETWEEN:


ONTARIO


(COMMERCIAL LIST)


and


FIRST REPORT OF THE RECEIVER

BDO CANADA LIMITED

JANUARY 9, 2013

Applicant

Respondent

37

38

TABLE OF CONTENTS

TABLE OF CONTENTS ••••••••••••••••••••••••••••••••••••••••• I •••• · ....................................... 2

APPENDICES ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 3

INTRODUCTION ............................................................................................ 4

Purpose of this Report •.•.........•••......•.....•.........••••..........••••..•......................... 4

BACKGROUND ••••••••••••••••••••••••••••••••• I ••••••••••••••••••••••••••••••••••••••• I ••• I ••••••••••••••• 5

RA Solar and the Ontario MicroFIT Program ........................................................... 5

RA Solar's Projects and operations ......•.........•...•.•...•................•........................• 7

RECEIVERS ACTIVITIES TO DATE ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 8

ISSUES • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 10

The Heliene Projects ..•••...................•..........................••••............................. 1 O

The Icarus Projects ..........•.....................••..•..........•.•.•..........•....................... 11

Books and Records ....•.•......••............•••..........•.............................................. 12

Reviewable Transactions ............................................................................... 14

PROPOSED SALE PROCESS •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• , ••••••• 14

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APPENDICES

Appendix "I" - Receivership Order and Endorsement of the Honourable Justice Newbould

Appendix "II" - Diagram of the Components of a Project

Appendix 0 111" - Sample Copy of a Homeowner Lease

Appendix "IV" - Sample Copy of a MicroFit Contract

Appendix "V" - Master Purchase Agreement

Appendix "VI" - Listing of the 126 Projects that were Fully Funded by CSSI

Appendix "VII" - Sample Copy of Notice to Homeowners

Appendix "VIII" - Listing of the 18 Hellene Projects and Receiver's Correspondence to Heliene dated January 4, 2013

Appendix "IX" - Receiver's Correspondence to Heliene dated January 9, 2013

Appendix "X" - Listing of the 4 Icarus Projects

Appendix "XI" - Agreement regarding the Icarus Projects

Appendix "XII" • Receiver's Correspondence to/from Mr. Steve Marshall

Appendix "XIII" - Summary of Proposed Sale Process

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INTRODUCTION

1. On November 26, 2012, BOO Canada Limited was appointed as receiver and manager

("Receiver") of all of the assets, rights, property, and undertaking of RA Solar

Leasing Inc. ("RA Solar") associated with, arising out of, or in any way or manner

related to any and all of the projects funded in whole or in part by Canadian Solar

Solutions Inc. ("CSSI") pursuant to the Master Purchase Agreement dated November

10, 2011 (the "MPA") between RA Solar, RA Solar Inc. and CSSI (the "Projects")

pursuant to the Order of the Honourable Justice Newbould (the "Receivership

Order"). The Receivership Order is dated November 26, 2012 and was issued

November 27, 2012 on the application of CSSI, a secured creditor. A copy of the

Receivership Order and the related endorsement of the Honourable Justice Newbould

are attached as Appendix "I".

2. RA Solar was in the business of leasing rooftops from homeowners for the purpose of

installing photovoltaic solar power generating facilities that comply with the

requirements of the Ontario MicroFIT Program.

Purpose of this Report

3. The purpose of this report is to:

a) Inform this Court of the activities of the Receiver taken to date and request

approval of such activities as set out herein;

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b) Obtain the Court's approval for the Receiver's acceptance of payment from

Icarus Power Generation Inc. ("Icarus") with respect to 4 projects partially

funded by CSSI, and confirmation that the Icarus Projects are not considered

part of the remaining Projects being marketed and sold by the Receiver;

c) Obtain an order compelling Mr. Steve Marshall to deliver to the Receiver all of

RA Solar's property that is in his possession or control, including, without

limitation, the Valuation Model (defined elsewhere), the Solstice Database

(defined elsewhere), and any and all passwords required to fully access and

utilize same;

d) Obtain authorization for the Receiver to conduct a marketing and sale process

for the Projects in accordance with the order being sought; and

e) Obtain such further and other relief as counsel may advise and this Court may

permit.

BACKGROUND

RA Solar and the Ontario MicroFIT Program

4. On or about September, 2009, the Government of Ontario launched Canada's first

Feed-in Tariff Renewable Energy Program. A feed-in tariff (or "FIT") is a 20-year

contracted rate paid for renewable energy produced by the generating facility,

which is fed into the Ontario Power Grid. The MicroFIT Program is a "stream" or

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component of the FIT Program, designed specifically to encourage the development

of micro-scale renewable energy projects, such as residential solar photovoltaic

installations.

5. The MicroFIT Program ("MicroFIT") is operated or governed through the Ontario

Power Authority ("OPA"). The electricity generated by a MicroFIT system is fed into

the local power grid. The OPA purchases that electricity at a fixed rate per watt of

energy produced. The FIT payment relevant to MicroFIT contracts ("Generation

Payments") is approximately 80.2 cents per watt for solar power systems that are

10kw in size or less.

6. Each rooftop that is leased from a homeowner by RA Solar is referred to as a project.

A diagram demonstrating the components of a project is attached as Appendix "II".

7. Each project is supported by an installation and lease agreement (the "Lease")

between RA Solar and the applicable homeowner to permit the installation of the

solar system, and the MicroFIT contract between the OPA and the homeowner (the

"Supplier") with respect to the particular rooftop facility (the "Facility"). Under

a MicroFIT contract, the Supplier is to be paid by the OPA for the electricity

generated into the local power grid by the Facility (the "Generation Payments").

These payments are assigned to RA Solar under the Lease. In addition, the Lease

entitles the Supplier to an annual base rent payment (the "Base Rent") and a pre

determined portion of the Generation Payments. A sample copy of a Lease is

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attached as Appendix "Ill", and a sample copy of a MicroFIT contract is attached as

Appendix "IV".

RA Solar's Projects and operations

8. The MPA sets out the terms of the business relationship between CSSI and RA Solar.

A copy of the MPA is attached as Appendix "V". CSSI and RA Solar were to operate

together as intermediaries between eligible homeowners and the OPA under the

MicroFIT program. Generally, RA Solar was to be responsible for project origination

and management, and CSSI was to be responsible for the funding and constructing

of the projects.

9. The Receivership Order applies to any and all of the projects funded in whole or in

part by CSSI pursuant to the MPA (herein referred to as the "Projects"). To date,

the Receiver has identified 148 projects as follows:

(a) 126 projects that were fully funded by CSSI as set out or listed in Appendix 'VI";

(b) 18 projects that may have been funded by CSSI and/or another provider Heliene

Inc. (the "Heliene Projects");

(c) 4 projects that were partially-funded by CSSI but installed by another provider,

Icarus Power Generation Inc., and are discussed later in this report (the "Icarus

Projects").

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10. RA Solar operated from an office located at 390 Bay Street, Suite 1102, Toronto,

Ontario (the "Premise"). The Premise is the office of Hybrid Partners Ltd. ("HPL").

The two directors of RA Solar, Mr. Steve Marshall ("Marshall") and Mr. G.F. Kym

Anthony, are also the two sole directors of HPL.

11. RA Solar did not employ any employees. RA Solar utilized the services of three

individuals provided through a management and administrative services agreement

between RA Solar and HPL dated April 1, 2011.

RECEIVER'S ACTIVITIES TO DATE

12. The Receiver attended the Premise on November 27, 2012, the date in which the

Receivership Order was issued, and took possession of the available contracts,

agreements, and books and records. The Receiver is currently in the process of

obtaining further contracts, agreements, and books and records, as discussed later in

this report.

13. The Receiver also delivered a notification letter to Royal Bank of Canada ("RBC"),

the sole financial institution at which RA Solar held its sole bank account. The

notification letter instructed RBC to freeze all bank accounts held by RA Solar but to

permit further deposits into the Bank Account and to remit bank balances directly to

the Receiver.

14. RA Solar operated only one bank account. Therefore, deposits of Generation

Payments into the bank account from local distribution companies relate to all of the

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projects in RA Solar's portfolio. As such, the Receiver will have to review all

deposits received, and determine whether the deposits relate to the Projects or to

projects funded by other parties to which the Order does not apply.

15. To date, the Receiver has obtained $31,810.59 from RBC representing the deposits

made into the bank account since the receivership date.

16. The Receiver sought HPL's co-operation in continuing the operations of RA Solar on a

limited basis. HPL submitted a non-negotiable proposal to the Receiver to continue

to manage and oversee the day-to-day operations of the Projects for a period of two

weeks at a rate of $21,733.29. The Receiver did not accept the proposal as it was

not considered to be cost-effective. The Receiver offered to retain Ms. Jeanette

Forsythe, an employee of HPL who handled RA Solar's administrative and financial

matters, at a rate of $500 per day, but she declined the offer.

17. The Receiver is in the process of retaining a third party in the solar power industry to

manage and oversee the day-to-day operations of the Projects. The Receiver has

obtained proposals for management services from both Spark Solar Management Inc.

and Icarus Power Generation Inc. ("Icarus") and is in the process of reviewing same.

18. The Receiver did not take possession of the Premise.

19. RA Solar's insurance policy with Royal Sun Alliance ("RSA") expired on December 8,

2012, and the Receiver obtained an extension of the policy until January 7, 2013.

RSA required that the Receiver pay 50% of RA Solar's pre-receivership arrears of

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$10,584 in order to continue the policy after January 7, 2013. As a result, the

Receiver obtained alternate insurance coverage for property and liability through

Firstbrook, Cassie ft Anderson Ltd.

20. Lastly, the Receiver notified the Office of the Superintendent of Bankruptcy and all

known creditors of its appointment pursuant to section 243 of the Bankruptcy and

Insolvency Act. The Receiver also served notice of the receivership to the

homeowners of the Projects, as well as created a website (www.bdo.ca/rasolar)

containing relevant receivership documents for the homeowners' reference. A copy

of the standard letter or notice of the receivership to the said homeowners is

attached hereto as Appendix "VII".

ISSUES

The Heliene Projects

21. The Receiver was contacted by Heliene Inc. ("Heliene"), a company which

apparently also funded various projects of RA Solar. Hellene advised that it fully

funded Heliene Projects and therefore takes the position that the Heliene Projects

are not subject to the Receivership Order. The Hellene Projects are listed or

identified in Appendix "VIII". Hellene also advised the Receiver that it intends to

commence a sale process to dispose of its interest in the Hellene Projects. Also

included in Appendix "VII" is a copy of the letter dated January 4, 2013 from the

Receiver to Heliene regarding the Heliene Projects.

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22. CSSI disputes Heliene's claim and has advised the Receiver that it partially funded

and/or has security over the Heliene Projects and, accordingly, the Heliene Projects

are subject to the Receivership Order. The Receiver has requested supporting

documentation from CSSI and will investigate CSSl's claim.

23. In the event that the Receiver has an interest in the Heliene Projects, the Receiver

has requested that Heliene provide details as to the proposed marketing and sale

process for same. The Receiver has also requested that, in the event the Heliene

Projects are sold by Heliene, the sale proceeds be held in trust with the Receiver's

counsel pending the determination of whether the Hellene Projects are subject to

the receivership order. Attached hereto as Appendix "IX" is a copy of the said

letter dated January 9, 2013, from the Receiver to Heliene.

The Icarus Projects

24. CSSI identified 4 projects (the "Icarus Projects") which were funded by CSSI for the

origination fees, but where the installation work was performed by Icarus. The Icarus

Projects are listed or identified in Appendix "X".

25. Prior to the appointment of the Receiver, RA Solar, CSSI, and Icarus had reached (but

not finalized) an agreement or understanding concerning the Icarus Projects. Under

the agreement or understanding, Icarus was to pay $27,792.35 to CSSI and $5,975.28

to RA Solar in exchange for CSSl's release of all interests in the Icarus Projects. A

copy of the agreement between Icarus and RA Solar, which was signed by Marshall on

behalf of RA Solar, and is dated August 2, 2012, is attached as Appendix "XI".

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26. During the receivership, the agreement was finalized and Icarus issued the respective

payments to both CSSI and the Receiver. CSSI released its interest in the Icarus

Projects.

27. The total amount paid by Icarus was based on a rate of $1.00 per watt for each of

the Icarus Projects. The portion paid to CSSI represents the funds originally advanced

by CSSI for the origination fees. The rate of $1 .00 per watt is considered reasonable

as CSSI generally advanced funds to RA Solar for origination fees for the Projects at a

rate of $1.10 per watt.

28. Icarus has requested, and the Receiver has agreed, to ensure that the order being

sought in this Motion specifically states that the Icarus Projects are not part of the

remaining Projects being marketed and sold by the Receiver. Accordingly, the

Receiver hereby requests the Court's approval for the Receiver's acceptance of

payment from Icarus Power Generation Inc. ("Icarus") with respect to 4 projects

partially funded by CSSI, and confirmation that the Icarus Projects are not considered

part of the remaining Projects being marketed and sold by the Receiver.

Books and Records

29. CSSI has advised the Receiver that RA Solar had previously developed a spreadsheet

valuation model (the "Valuation Model") for due diligence purposes when RA Solar

was attempting to sell its project portfolio prior to the receivership. CSSI believes

the Valuation Model calculates the present dollar value of each project in the

portfolio based on various factors. The Receiver believes that the Valuation Model

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will be of significant importance to prospective purchasers of the Projects in the

proposed marketing and sale process, as discussed later in this report.

30. In addition, CSSI also advised the Receiver that RA Solar had also developed an

electronic database referred to as Solstice (the "Solstice Database") that contains

electronic copies of agreements and documents relating to the Projects.

31. The Receiver submitted a request to Marshall to surrender a copy of the Valuation

Model. Marshall advised that the Valuation Model was created using his own personal

funds, and not considered property of RA Solar. Marshall advised that he would not

provide the Receiver with the Valuation Model unless monetary consideration was

provided.

32. The Receiver also submitted a request to Marshall to surrender the Solstice Database

as well as any passwords required to access same. Marshall again advised that the

Solstice Database was not considered property of RA Solar.

33. Copies of the Receiver's requests to Marshall and his subsequent response(s) are

attached as Appendix "XII".

34. The Receiver is of the view that Marshall is required to surrender a copy of the

Valuation Model and the Solstice Database, regardless of its ownership, pursuant to

section 5 of the Receivership Order, which states that: "all Persons shall forthwith

advise the Receiver of the existence of any books, documents, securities, contracts,

orders, corporate and accounting records, and any other papers, records and

information of any kind related to the business or affairs of the Debtor, and any

computer programs, computer tapes, computer disks, or other data storage media

containing any such information in that Person's possession or control, and shall

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provide the Receiver or permit the Receiver to make, retain and take away copies

thereof".

35. Given that Marshall has thus far refused to co-operate with the Receiver with respect

to these requests, the Receiver hereby requests that the Court issue an order

compelling him to deliver to the Receiver all of RA Solar's property that is in his

possession or control, including, without limitation, the Valuation Model, the Solstice

Database, and any and all passwords required to fully access and utilize same.

Reviewable Transactions

36. During the week preceding the issuance of the Receivership Order, RA Solar issued

payments to Marshall and HPL totalling approximately $44,000 and $80,000

respectively. These payments caused RA Solar's bank account to go into an overdraft

position of approximately $115,000. RBC is currently pursuing the reversal of the

transactions to eliminate the overdraft. The Receiver is reviewing or investigating

these transactions.

PROPOSED SALE PROCESS

37. The Receiver has developed a proposed marketing and sale process for the Projects

(the "Sale Process"). The Sale Process is designed to market RA Solar's right, title

and interest in the Projects, and would include, subject to all necessary third party

consents, an assignment of any contracts, leases, and agreements.

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38. A detailed summary of the Sale Process is attached as Appendix "XIII". The

proposed Sale Process includes the following key provisions:

a) The Receiver will oversee and implement the Sale Process;

b) The Receiver, with the assistance of CSSI, will prepare a list of the prospective

and strategic purchasers who may be interested in purchasing the Projects;

c) The Receiver, with the assistance of CSSI, will compile a comprehensive

electronic data room (the "Data Room") that will include all relevant data that

would be reasonably required by prospective purchasers in their due diligence

process;

d) The Receiver will prepare a form of confidentiality agreement (the "CA") which

will be provided to prospective purchasers;

e) The Receiver will prepare an information memorandum (the "IM") which will

provide a concise summary of the Projects and various parcels, and which will

allow potential purchasers to assess the value of the Projects. The IM will set

out a timeline for the Sale Process, including the submission of formal offers, a

proposed date for closing the sale transaction, and the information that will

have to be included in an offer letter, including the purchase process, the

Projects to be purchased, the form of consideration, the deposit and the

financial capacity of the prospective purchaser to close the transaction

contemplated in the offer letter;

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f) The Receiver will canvass fnterest amongst the parties on the list in the possible

purchase of the Projects. In addition, the Receiver will publish advertisements

in the national edition of The Globe and Mail to canvas further interested

purchasers;

g) Prospective purchasers that sign a CA will be provided with the IM and access to

the Data Room compfled and controlled by the Receiver. Prospective

purchasers will have approximately four weeks to review the IM, the due

diligence information, and to submit a formal, binding offer letter;

h) Upon expiry of the initfal four week period, the Receiver will review all offers

submitted and select the best offer;

i) After negotiation of an asset purchase agreement (the "APA") with the

successful offeror, the Receiver will seek Court approval of the APA and,

subject to approval being granted, will continue with closing the transaction

contemplated by the APA.

39. The timeline for the Sale Process will be as follows:

March 1, 2013

March 15, 2013

April 1, 2013

Deadline for receipt of offers

Deadline for negotiations with an offeror and

the completion of an APA

Deadline for obtaining Court approval of the

APA

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April 3, 2013 Closing of approved sale transaction

40. The closing of any sale of the Projects and other interests shall be conditional upon

approval of this Court.

41. In addition, the Receiver intends to obtain some form of an independent indication

of market value for the Projects.

42. Accordingly, the Receiver hereby requests that this Court issue an order authorizing

the Receiver to proceed with the Sale Process.

All of which is respectfully submitted this 9th day of January, 2013.

BDO CANADA LIMITED in its capacity as Receiver of specific assets of RA Solar Leasing Inc. and not in its personal capacity Per:

Eugene P. Migus, CPA, CA•CIRP Senior Vice-President

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tab C

BETWEEN:


ONTARIO


· (COMMERCIAL LIST)


and


SECOND REPORT OF THE RECEIVER

BDO CANADA LIMITED

APRIL 17, 2013

Applicant

Respondent

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TABLE OF CONTENTS

TABLE OF CONTENTS ....................... ; ...................................... · ................. 2

APPENDICES ........................... ; ............... ~ ... ~ ................ -............... ; ... : ....... 3

' INTRODUCTION AND PURPOSE ................ : ................................................... 4

Purpose of This Report .............................................................................. 5

TERMS OF REFERENCE ..................................................... , ....................... 7

RECEIVER'S ACTIVITIES SINCE THE FIRST REPORT ............................................ 7

Day-to· day Operation of the Projects ............................................................ 8

The Heliene Projects ............................•..........................•....................... 10

Matters with Pure Energies ........................................................................ 11

MARKETING AND SALES PROCESS ............................................................... 13

First Submission of Offers .•......................................•..........•..................... 15

Second Submission of Offers .....................................................•................ 16

Receiver's Recommendation to Proceed with the CSSI Offer ................................ 17

PROFESSIONAL FEES ............................................................................... 20

OTHER MA TIERS ................................................................................... 21

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APPENDICES

Appendix "I" Receivership Order and Endorsement of the Honourable Justice N<?wbould

Appendix "II" · First Report of the Receiver dated January 9, 2013 (without Appendices) ·

Appendix "Ill" Sales Process Order

Appendix "IV" Supplemental Report to the First Report of the Receiver, dated January 16, 2013·

Appendix "V' Reasons for Decision of the Honourable Justice Brown dated January 29, 2013 including his Costs Endorsement dated March 13, 2013

Appendix "VI" Receiver's Interim Statement of Receipts and Disbursements dated April 17, 2013

Appendix "VH" Listing of the Additional Projects

Appendix "Vflf" Teaser Document

Appendix "IX" Advertisement in the national edition of The Globe and Mail

Appendix "X" Summary of Documents Available in the Data Room

Confidential Appendix Information Memorandum "XI"

Confidential Appendix Summary of Offers Received by March 1, 2013 "XII" ..

Confidential Appendix Summary of Revised Offers Received by March 20, 2013 "XII!"

Confidential Appendix Revised Offer Submitted by Forum Equity "XfV"

Confidential Appendix Comrnunication from Forum Equity Regarding their Revised Offer "XV"

Confidential Appendix Asset Purchase Agreement with CSSf dated April 10, 2013 "XVI"

Appendix "XV11" Fee Agreement

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INTRODUCTlON AND PURPOSE

1. On November 26, 2012, BDO Canada Limited was appointed as receiver and man.ager

("Receiver'') of all of the assets, rights, property, and undertaking_ of RA Solar L.ea~ing

Inc. ·("RA Solar") associated with, arising out of, or in any way or manner related to any '

and all of the projects funded in whole or in part by Canadian Solar Solutions Inc.

("CSSI") pursuant to the Master Purchase Agreement dated November 10, 2011 (the

"MPA") between RA Solar, RA Solar Inc. and CSSI (the "Projects") pursuant to the Order

of the Honourable Justice Newbould (the "Receivership Order"). The Receivership

Order is dated November 26, 2012 and was issued November 27, 2012 on the application

of CSSI, a secured creditor. Copies of the Receivership Order and the related

Endorsement of the Honourable Justice Newbould are attached as Appendix "I".

2. RA Solar was in the business of leasing rooftops from homeowners for the purpose of

installing photovoltaic solar power generating facilities that comply with the

requirements of the Ontario MicroFIT Program. A more in-depth description of the

business and operations of RA Solar is set out in the First Report of the Receiver dated

january 9, 2013 (the "First Report"), filed in the within proceedings. A copy of the

First Report (without appendices) is attached as Appendix "II".

3. On January 18, 2013, the Receiver requested and received an order (the "Sales Process

Order"), which was granted by the Honourable Justice Brown, which authorized the

following:

(a) Validating the service of the Notice of Motion, the Mot1on Record and the First

Report;

(b) Approving the First Report and the activities of the Heceiver as described

ther-ein;

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(c) Approving the Sales Process or Bidding Procedures (the "Sales Process")

substantiaHy in the· form attached as Schedule "A" to the Sales Process Order;

(d) Authorizing the Receiver to carry out the Sales Process; and

(e) ·Authorizing the Receiver, after the fact, to ~ettle with Icarus Power Generation

Inc. ("Icarus") regarding four specific' projects which were funded or partially

funded by CSSI.

4. A copy of the Sales Process Order is attached as Appendix "Ill".

5. ln addition, on January 18, 2013, the Receiver requested an order compelling Mr. Steve

Marshall, one of two directors of RA Solar, to deliver to the Receiver all of RA Solar's

property that is in his possession or control, including, without limitation, the Valuation

Model and the Solstice Database and any and all passwords required to fully access and

utilize same.

6. The Receiver filed a Supplemental Report to the First Report of the Receiver, dated

January 16, 2013 (the "Supplemental First Report"}, with respect to the matter. A

copy of the Supplemental First Report is attached as Appendix "IV".

7. The Honourable Justice Brown issued a decision on the matter on January 29, 2013,· and

a copy of which is attached as Appendix "V" including his subsequent decision on costs

or costs endorsement dated March 13, 2013.

Purpose of This Report:

8. This is the Receiver's Second Report to the Court (the "Second Report"). The purpose

of this Second Report is to:

(a) Inform the Court of the following:

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i. The activities of the Receiver for the period. January 9, 2013 to April 17,

2013;.

ii. The results of the Sales Process ahd the Receiver's recommendations in

respect of same; and

iii. The general status of the' receivership and the continuing obligations of the

Receiver in this regard.

(b) Request to the Court for an order:

i. Approving the Asset Purchase Agreement between the Receiver and CSSI for

the sale of the Projects as contemplated therein;

ii. Authorizing and directing the Receiver to execute and carry out the terms

of the Asset Purchase Agreement;

iii. Vesting title to the assets in and to CSSI upon closing of the transaction

contemplated in the Asset Purchase Agreement;·

iv. · Sealing Confidential Appendices "XI" through "XVI" to the Second Report

until the completion of the transaction 9r until furth~r order of this Court;

v. Approving the Supplemental First Report, along with the conduct and

activities of the Receiver as described therein;

vi. Approving this Second Report, along with the conduct and activities of the

Receiver as set out herein;

vii. Approving the Receiver's Interim Statement of Receipts and Disbursements

dated April 17, 2013;

viii. Approving the Receiver's extension of certain deadlines in the Sales Process

as described below in this Second Report;

ix. Approving the professional fees and disbursements of the Receiver rendered

since the commencement of the receivership engagement to March 31,

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i i

2013 in the amount of $169,837.30 plus applicable Harmonized Sales Tax

("HST"); and

x. Approving the professional fees of the Receiver's legal counsel, Fogler,

Rubinoff LLP ("Fogler"),· rendered since · the commencement of the

receivership engagement to Aprll 1.3, 2013 in the amount of $128,352.64

inclusive of the applicable HST.

TERMS OF REFERENCE

9. In preparing the Second Report, the Receiver relied upon unaudited and draft, internal

financial information obtained from the Company's books and records and discussions

with former management and staff (the "Information"). The Receiver has not audited,

reviewed or otherwise attempted to verify the accuracy or completeness of the

Information and expresses no opinion, or other form of assurance, in respect of the

Information.

10. Capitalized terms not otherwise deflned are as defined in the First Report.

RECEIVER'S ACTIVITIES SINCE THE FIRST REPORT

11. Since the First Report, the Receiver took the following steps in conjunction with its

mandate:

(a) Met with Mr. Steve Marshall and obtained the Valuation Model and the Solstice

Database and any and all passwords required to fully access and utilize same;

(b) Retained icarus to assist with the management and day-to-day operations of the

Projects;

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(c) Arranged for alternate property and liability insurance coverage through

Firstbrook, Cassie & Anderson Ltd. and arranged payment of the insurance

premiums;

(d) Pre.pared for and administered. the Sales Process, as described elsewhere in this

report;

(e} Consulted with CSSI on various aspects of the receivership administration;

(f) Issued the necessary rental payments to homeowners;

(g) Continued to respond to customer and creditor inquiries and requests for

information; and

(h} Maintained a website, www.bdo.ca/rasolar, containing relevant receivership

documents for reference by homeowners and creditors.

Day-to-day- Operation of the Projects

12. As stated above, the Receiver retained Icarus to assist with_ the management and day·

to-day operations of the Projects. The Receiver retained Icarus as Icarus is in a similar

line of business of RA Solar, and has expertise in such matters. CSSI supported the

Receiver's decision to do so.

13. Icarus' responsibilities include the following:

• The identification of the Projects and the compilation of all relevant documents

for the Projects;

.. The preparation of the Data Room for use by prospective purchasers for due

diligence purposes;

@ The assessment of two incomplete projects and the ability to qualify same under a

MicroFIT contract with a preferred rate of $0.0802;

61

• The creation of a spreadsheet template which records the following data for each

of the Projects:

o LDC payments and power generation data;

o Rooftop rental payments;

o Any other operation expense' payments;

• Reconciling current power generation information against expected results and

provide feedback to the Receiver and CSSI regarding potential maintenance work

required; and

• Following up on any missing data or documents for the Projects.

14. Thus far, the Receiver has found it necessary to obtain advances from CSSI totalling

$45, 991. 57 to fund the ongoing receivership administration costs. The advances were

necessary due to the following:

• A significant number of annual homeowner rental payments, totaling $38,724.00, .. ,

came due during .. early 2013 (as opposed to being paid throughout the year or on a

monthly basis);

• The insurance premiums with Firstbrook, Cassie 8: Anderson Ltd. to date total

$26, 964. 96 and are quite high;

• The Receiver has relied on Icarus quite significantly in the management and day-

to-day operations of the Projects. The cost paid to Icarus to date total

$25, 164.52. The Receiver's professional costs would be significantly higher if the

Receiver had performed these functions at its prevailing standard rates.

15. Attached as Appendix "VI" is the Receiver's Interim Statement of Receipts and

Disbursements (the "R&D Statement") for the period ended April 17, 2013. The RftD

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62

Statement details individual receipt and disbursement line items and the Receiver seeks

its approval by this Court.

·The Heliene.Projects

16. As reported in the ·First Report, Heliene Inc. ("Heliene;') advised the Receive·r that it

had also funded 18 specific projects of RA Solar (the "Heliene Projects") and took the

position that the Heliene Projects are not subject to the Receivership Order.

17. CSSI originally disputed Heliene's claim on the basis that it had partially funded and/or

held security over the Heliene Projects and, therefore, the Heliene Projects should be

subject to the Receiversllip Order.

18. The Receiver encouraged CSSI to contact Heliene directly to examine the competing

claims over the Hellene Projects. CSSI did so and, as a result of those examinations and

discussions, CSSI and Heliene have agreed, in principle, that all but four specific

projects were wholly funded by Heliene. CSSI provided documentation to both the

Receiver anq Heliene confirming it had provided funding for the remaining four projects

·(the "Additional Projects"). A listing of the Additional Projects is attached as

Appendix "VII".

19. Heliene had advised the Receiver that it is currently running a Sales Process to dispose

of its interest in all of the remaining Heliene Projects. The Receiver has requested, and

Heliene has agreed, to provide details of any bids received and being considered in

relation to the Additional Projects to ensure that they are commercially reasonable. At

this time, Heliene had advised that they are still in the process of accepting bids

relating to the projects.

lOjPagc

20. In addition, as reported in the Fi(~t Report, RA Solar operated only one bank account.

Therefore, deposits of Generation Payments into the bank account from. the local

distribution c~mpanies relate to all of the projects in RA Solar's portfolio, including the

projects funded by Heliene that are not subject to the Receivership Order.

21. The Receiver has begun to review all deposits received since the date of the

Receivership Order to determine the quantum of the funds which do not relate to the

Projects subject to the Receivership Order.

22. The Receiver instructed Icarus to identify the deposits received to date with respect to

the Heliene Projects. Thus far, Icarus has determined that approximately $4,600 of the ,,

deposits received to date relate to the Heliene Projects. Icarus has not yet reviewed

documentation relating to deposits from Milton Hydro, which account for approximately

40% of the Projects, as the Receiver is not currently in possession of this information. In

addition, Icarus' review does not include any deposits received in March or April 2013,

as this information is not yet available. Therefore, it is expected that the amount will

be determined to be higher once Icarus completes a full review.

Matters with Pure Energies

23. Solar Pure Energies Inc. ("Pure Energies") is a company which originated most of RA

Solar's homeowner contracts for a fee (the "Origination Fees"). The Origination Fees

paid by RA Solar to Pure Energies were based on the size of the projects originated.

The homeowner contracts were then assigned or transferred to RA Solar.

24. The Receiver became aware of a receivable owed to RA Solar by Pure Energies for

Origination Fees paid on certain homeowner contracts which did not materialize or

were subsequently cancelled. Due to the incomplete state of RA Solar's books and

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records, the Receiver sought CSSI 's assistance in establishing RA Solar's position. The

Receiver, with CSSl's support, has since agree·d to settle the· receivable with Pure.

Energies for $20,498.40 and expects to receive the payment shortly.

25. In addition.' the Receiver learned that Pure Energies is currently collecting Generation

' Payments from local distribution companies for various Projects owned by RA Solar.

Pure Energies is receiving payments as, prior to the issuance of the Receivership Order,

RA Solar had not completed the process of making arrangements with the related local

distribution companies to redirect the deposits of Generation Payments from the bank

account(s) of Pure Energies to the bank account of RA Solar. The Receiver has

identified 17 Projects where it believes Pure Energies is collectjjlg deposits.

26. The Receiver contacted Pure Energies to request reimbursement of all Generation

Payments received by Pure Energies with respect to Projects owned by RA Solar as well

as an accounting of all such amounts. Pure Energies advised that it did not have an

accounting of such funds received but has co-operated by providing the Receiver with

supporting documentation for the Generation Payments.

27. CSSI has offered to review the supporting documentation from Pure Energies and

provide the Receiver with an update on its finding when they become available.

28. Lastly, the Receiver became aware of a few homeowners who had sold their home

during the receivership. The homeowners, who had originally executed their

homeowner contracts directly with Pure Energies, were unaware that Pure Energies had

subsequently assigned or transferred their homeowner contracts to RA Solar. Prior to

the sale of their homes, these homeowners contacted Pure Energies for further

information on how to assign or transfer their homeowner contract to the new

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purchasers of their homes. Pure Energies failed or neglected to inform the homeowners

that' their homeowner contracts had since b~en assigned· to RA Solar and, instead,

provided ·the requesting homeowner a document to assign the lease to the new

purchaser which ·represented Pure Energies as a party to the homeowner contract,

instead of RA Solar.

29. On April 2, 2013, the Receiver's legal counsel, Fogler, Rubinoff LLP, wrote to Pure

Energies and demanded that it immediately cease representation as a party to the

homeowner contracts, and direct all homeowner inquiries regarding RA Solar Projects to

the Receiver.

MARKETING AND SALES PROCESS

30. Pursuant to the Sales Process Order, the Receiver developed a Sales Process in

consultation with CSSI, the Applicant. The Sales Process involved the following steps:

·• The Receiver, with the assistance of CSSI, prepared a list of prospective, strategic,

and financial purchasers who may be interested in purchasing the Projects as a

going concern;

• The Receiver prepared a confidentiality and non-disclosure agreement (the "NOA")

which was provided to prospective purchasers;

"' The Receiver, with the assistance of CSSI, prepared a short document summarizing

the oppor-tunity (the "Teaser Document"), a copy of which is attached as

Appendix "VIII";

e The Receiver published an advertisement in the national edition of the Globe and

Mail on February i, 2013 to further canvas interested parties, a copy of which is

attached as Appendix "IX";

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66

• The Receiver, with assistance from Icarus, compiled various documents relating to

the Projects for due diligence purposes and posted same to an electronic data site

(the "Data Room"). A listing of the documents made available to potential

purchasers is summarized and attached as·Appendix "X";

• The Receiver, with the assistance of CSSI, prepared an information IT)emorandum

(the "IM"), a copy of which is attached as Confidential Appendix "XI". The IM

provided a summary of RA Solar's business and information on each of the

Projects. The JM also set out the deadline for the submission of formal offers;

• The Receiver canvassed interest amongst the parties on the list prepared regarding

the possible purchase of the Projects:

• Prospective purchasers that signed a NDA received the IM and access to the Data

Room for due diligence purposes. Prospective purchasers had approximately 3

weeks to review the IM, and approximately 1.5 weeks to review the due diligence

information and submit a formal and binding offer form; and

• Upon the expiry of the bid deadline on March 1, 2013, the Receiver reviewed all

offers submitted, as discussed further in this report.

31. For ease of reference, the following is a summary of the results of the marketing efforts

undertaken by the Receiver:

(a) The Receiver developed a list of approximately 7 potential purchasers through

discussions with CSSI;

(b) As previously stated, the Receiver placed a newspaper advertisement in the

national edition of The Globe and Mail on February 1, 2013 to ensure that all

potentially interested parties were made aware of the opportunity. This

resulted in 51 additional parties contacting the Receiver; and

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67

(c) The Receiver distributed the Teaser Document to approximately 380 partners of

BDO Canada LLP advising them of the potential acquisition opportunity for their

respective audit and assurance clients.

32. During ~he Sales Process, 56 potential purchasers expressed interest in learning more

about the acquisition opportunity and the Receiver provided them with a copy of the

Teaser Document. Further, 42 potential purchasers expressed an interest in reviewing

the JM and executed the NDA. Upon doing so, they received a copy of the IM, and were

advised they would be provided with access to the Data Room upon request.

Subsequently, 33 potential purchasers requested and were granted access to the Data

Room.

33. The Sales Process stipulated that potential purchasers were required to submit offers to

purchase the Projects by 1:00 p.m. on Friday, March 1, 2013.

First Submission of Offers

34. By March 1, 2013, the Receiver received 16 offers from potential purchasers for the

purchase of the Projects in various forms. A confidential summary of the offers is

provided as Confidential Appendix "XII".

35. The Receiver reviewed and assessed the offers. As many of the offers were conditional

on further due diligence, the Receiver selected the 7 most competitive bidders, and

advised those bidders on March 8, 2013 that they would have until 1:00 p.m. EST on

March 15, 2013 to perform further due diligence through the Data Room and to submit a

revised final offer.

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36. The Receiver subsequently extended the deadline to 1:00 p.m. EST on March 20, 2013

upon the reqU'est of various bidders.

Secong Submission of Offers

37. By March 20, 2013, the Receiver received 3 revised final offers from potential

purchasers for the purchase of the Projects. A confidential summary of the offers is

provided as Confidential Appendix "XIII".

38. As shown in Confidential Appendix "XIII", the highest bid received was from Forum

Equity Partners Inc. ("Forum Equity"). Refer to Confidential Appendix "XIV" for a

copy of the revised offer from Forum Equity. However, Forum Equity's revised offer

was subject to several substantive conditions and in particular, the bid contemplated

that Forum Equity would receive, after the execution of an agreement of purchase and

sale an additional 30-day period to verify the following matters to its satisfaction:

(a) A valid MicroFIT contract, local distribution company connection agreement, arid

installation lease agreeme~t are in place, and no default or event of default

under any of such agreements has occurred and is continuing, and the

homeowner has assigned the Generation Payments;

(b) Each Facility meets all of the eligibility, capacity, and domestic content and

other requirements of the MicroFit contract;

(c) Each Facility received electricity safety authority connection authorization, the

applicable electricity transmitter or distributor has confirmed connection of the

Facility to the applicable transmission or distribution system, as the case may

be, each Facility is separately metered as required under the MicroFIT contract

and each Facility is generating electricity and therefore earning revenue under

the MicroFit contract;

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69

(d) Each Facility has been installed in accordance with the specifications provided to

the Forum Equity during the Sales Process; and

(e) No material adverse change has occurred with respect to any of the Projects

since their respective origination and assembly.

' 39. The Receiver contacted Forum Equity and discussed the possibility of them removing

the conditions· ,included with their offer. Forum Equity advised that the removal of

conditions would require a substantial price adjustment. Refer to Confidential

Appendix "XV" which contains an electronic communication received from Forum

Equity on March 21, 2013 confirming that the removal of all conditions would decrease

their purchase price to $2.000 million.

40. Given that Forum Equity's offer contemplated a substantial amount of due diligence

which would likely be utilized to seek a price reduction or other concessions from the

Receiver in the future, the Receiver did not view their offer as being the highest or best

offer.

41. The next highest offer was submitted by CSSl. CSSI had submitted a defensive offer, in

the form of a credit bid, to ensure the Projects would not be sold for a value less than

what CSSI considered to be a reasonable market value for same. There were no

significant conditions attached to the offer submitted by CSSI. Accordingly, the

Receiver viewed CSSl's credit bid as the highest and best offer received. The Receiver

therefore proceeded to .enter into exdusive negotiations with CSSI regarding their offer.

_Receiver's Recommendation to Proceed with the CSSI Offer

42. As CSSl's credit bid did not have any cash component, the Receiver held negotiations

with CSSI over the intervening period to discuss the funding required to pay the costs of

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the receivership administration, including the professional fees and disbursements of

. the Receiver and its legal counsel.

43. The Receiver and CSSI completed_ the negotiations and executed the Asset Purchase

Agreement, subject to approval of this Court, on April 10, 2013. A copy of the Asset

Purchase Agreement is Confidential Appendix "XVl". In addition, the Receiver and

CSSI executed an agreement with respect to the costs and professional fees of the

receivership administration (the "Fee Agreement"). Refer to Appendix "XVII" for a

copy of the executed Fee Agreement.

44. The Sales Process Order contemplated, among other things, that the Receiver would do

the following: negotiate and enter into an agreement of purchase and sale with the

successful bidder by March 15, 2013; obtain or be granted an approval and vesting order

by April 1, 2013; and close or complete the sale transaction by April 3, 2013. The

Receiver, however, did not meet these deadlines, as:

(a) The Receiver extended the bidding process for the reasons stated above; and

(b) Negotiations and discussions with CSSI took an extended period of time as

management of CSSI required approval of the transaction by the management

team of its parent company, Canadian Solar Jnc. Although Canadian Solar Inc. is

a Canadian Corporation, the key members of the management team are based in

the People's Republic of China.

45. Under the Sales Process Order, the Receiver has the discretion to amend the Sales

Process at any time. The Receiver is requesting that the date in which it is to obtain an

apprnval and vesting order be amended or extended from April 1, 2013 to the date of

this Motion and that the closing date of the sale transaction be amended or· extended

from April 3, 2013 to thirty (30) days following the date upon which the approval and

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71

vesting order is issued and entered. The Receiver is of the view that these amendments

or extensions of the above deadlines in the Sales Process are necessary, beneficial and

not prejudicial in the circumstances.

46. The Receiver views the credit bid by CSSI as the highest and best offer for, among _other

things, the following key reasons:

(a) CSSI submitted one of the highest offers;

(b) The credit bid by CSSI is perceived to have a high probability of closing. CSSl's

offer did not include any significant conditions whereas most other offers have

substantive conditions, are not really on an "as is, where is" basis and are

conditional on the completion of additional due diligence. Furthermore, as the

offer is in the form of a credit bid, there are no financing requirements for the

closing of the transaction;

(c) CSS! insists on a quick closing and is prepared to close the transaction within 30

days of the Receiver obtaining court approval of the proposed transaction;

(d) CSS! is the first-ranking secured creditor and a key stakeholder of RA Solar. As

stated in the Notice of Application of CSSI dated October 2, 2012, CSSI is owed

approximately $4.300 million and will therefore suffer a substantial shortfall on

its realization. Therefore, CSS!'s desire to ensure the Projects are not sold for a

value less than what CSSI considers to be a reasonable markeVvalue for same is a

strong and valid consideration; and

(e) CSSI is a wholly-owned subsidiary of Canadian Solar Inc. Canadian Solar Inc. is

one of the world's largest solar companies with operations in North America,

Europe and Asia. Canadian Solar Inc. designs, manufactures and delivers solar

products to customers worldwide. Canadian Solar Inc. was founded in Canada in

2001 and was successfully listed on NASDAQ in November 2006.

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47. The Receiver is of the opinion that the sale and marketing process for RA Solar's

Projects was conducted in a fair ana reasonable manner. The Receiver is satisfied that

the sal~ and marketing process adequately exposed the Projects as a going concern to

the marketplace. The Receiver is satisfied that the sales and marketing process

provided sufficient exposure of the Projects to all parties who miglit reasonably have

wished to consider a transaction in respect of same.

48. Therefore, the Receiver respectfully recommends that this Court: i) approve the Asset

Purchase Agreement with CSSI; il) approve the sale of the Projects to CSSI as

contemplated therein; iii) approve the Fee Agreement with CSSI; and iv) issue an

Approval and Vesting Order regarding same.

49. The Receiver is of the view that the Confidential Appendices "XI" through "XVI" should

be sealed pending the completion of the purchase and sale transaction because

disclosure of such information could have a negative effect on further sales .efforts that

may be required in the unlikely event that the Sale Agreement is not completed.

PROFESSIONAL FEES

50. Pursuant to paragraph 18 of the Receivership Order, the Receiver and its counsel may

pass their accounts from time to time.

51. The Receiver seeks to have its fees and disbursements, together with the fees and

disbursements of its legal counsel, approved. The Receiver and its counsel have

maintained detailed records of their professional time and costs.

52. The aggregate fees and disbursements of the Receiver for services provided for the

period ended March 31, 2013 total $169,837.30 plus applicable HST. The activities of

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73

the Receiver are described in its accounts exhibited to the Affidavit of Eugene Migus

sworn on April 17, 2013, attached as Tab"3 of the Receiver's motion record.

53. Fogler has acted as the Receiver's independent legal counsel on all matters related to

the receivership prqceedings. Fogler rendered its accounts to the Receiver for the

period from Octotler 3, 2012 to April 13, 2013 in the aggregate ~mount of $128,352.64

inclusive of the applicable HST. The activities of Fogler are described in its accounts

exhibited to the Affidavit of Ian P. Katchin sworn on April 17, 2013, attached as Tab 4 of

the Receiver's motion record.

54. The Receiver is of the view that its and Fogler's fees and disbursements are fair and

reasonable and are justtfied in the circumstances and accurately reflect the work done

by the Receiver and on behalf of the Receiver by Fogler in connection with the

receivership.

55. The Receiver is also of the view that the rates charged by the Receiver and Fogler are

reasonable and are consistent with the rates charged by other firms in the Toronto

market for the provisions of similar services and the rates charged for services rendered

fn similar proceedings.

56. Accordingly, the Receiver respectfully recommends and requests approval of these fees

and disbursements.

OTHER MATTERS

57. On January 18, 2013, the Receiver requested an order compelling Mr. Steve Marshall,

one of two directors of RA Solar, to deliver to the Receiver all of RA Solar's property

that is in his possession or control, including, without limitation, the Valuation Model

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74

and the Solstice Database and any and all passwords required to fully access and utilize

same .

. 58. The Honourable J ustic;:e Brown issued a decision· on the matter on J_anuary 29, 2013 ·

whi,ch substantially granted the Receiver's request.

59. CSSI sought its costs of the motion held on January 18, 2013, on a partial indemnity

basis, fixed in the amount of $10,682.81 plus applicable taxes on a joint and several

basis against RA Solar Ltd. and Mr. Steve Marshall. The Receiver supported CSSl's

request and waived seeking its costs of the motion conditional upon CSSI being awarded

costs.

60. The Honourable Justice Brown issued his subsequent decision on costs or costs

endorsement dated March 13, 2013. Under the decision, RA Solar Ltd. and Mr. Steve

Marshall were ordered to pay to CSSI costs of $10,682.81 within 30 days of the date of

the order.

61. · The Receiver wishes to advise the Court that, as of the date of this Second Report,

neither RA Solar Ltd. nor Mr. Steve Marshall has paid the required amount to CSSI or its

legal counsel.

All of which is respectfully submitted this 1 ih day of April, 2013.

BOO CANADA LlMITED in its capacity as Receiver of specific assets of RA Solar Leasing Inc. and not in its personal capacity

~:~~Kr0 Senior ~~e-President

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tab D

BETWEEN:



(COMMERCIAL LIST)


and


THIRD REPORT OF THE RECEIVER BOO CANADA LIMITED

JANUARY 22, 2015

Applicant

Respondent

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APPENDICES

Appendix "I"

Appendix "II"

Appendix "Ill"

Appendix "IV"

Appendix "V"

Appendix "VI"

Appendix "VII"

Appendix "VIII"

Appendix "IX"

Appendix "X"

Appendix "XI"

Appendix "XII"

Appendix "XIII"

Appendix "XIV"

Appendix "XV"

Appendix "XVI"

Appendix "XVII"

Appendix "XVIII"

Appendix "XIX"

- 2 -

Endorsement of the Honourable Justice Newbould and the Receivership Order

PPSA Searches

Adjournment Order

First Report of the Receiver dated January 9, 2013 (without Appendices) and Second Report of the Receiver dated April 17, 2013 (without Appendices)

Sales Process Order, Approval and Vesting Order and Reasons For Decision of the Honourable Justice Brown

List of 18 Heliene Projects

Letters f rem Receiver to Heliene

Letter from Heliene to Receiver

Letter from Receiver to Heliene

Email exchanges between Receiver and Heliene

Email exchange between Canadian Solar and Heliene

Email from Icarus to Receiver

Letter from Hybrid Partners' counsel to other counsel

Reconciliation Statement

Letter from Canadian Solar's counsel to Hybrid Partner's counsel

Email from Heliene to Receiver

Email from ABC's counsel to Receiver's counsel

Letters between counsel for Heliene and Receiver

Letter from Canadian Solar to Heliene, RA and others

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EXECUTIVE SUMMARY

All capitalized terms in this section are defined below in this Third Report.

Heliene alleges, among other things, that the Receiver was responsible for administering the Heliene Projects and failed to do so or negligently did so or intentionally mismanaged the Heliene Projects. Heliene also alleges that the Receiver intentionally withheld information from Heliene and that the Receiver's actions (or lack of actions) prevented Heliene from taking over the administration of its projects, causing it lost revenues or damages. Heliene describes the Receiver's actions or inactions generally as an abuse of its fiduciary position and seeks leave of this Court to commence legal action against the Receiver.

Heliene's depiction or characterization of certain events or facts during the receivership administration is completely inaccurate. In summary, the Receiver reports that:

Service: Heliene was not a PPSA registrant of RA at the time the receivership application was commenced by Canadian Solar on October 2, 2012 and therefore was not served with Canadian Solar's application record at that time. Heliene made its PPSA registration against RA on October 29, 2012. The Receivership Order was granted on November 26, 2012. Canadian Solar was unaware and was not notified of Heliene's PPSA registration after the issuance of its application record, from the period of October 29 to November 26, 2012. As early as December 17, 2012, Heliene was notified, aware and had knowledge, of this receivership. All of the Motion Records of the Receiver in this receivership have been served on Heliene through its counsel.

Records: On or after its appointment on November 26, 2012, the Receiver took possession of the available books and records of RA, which were quite limited. The available records did not generally provide meaningful information on even some basic facts, such as the identity, status dr source of the creditors, the projects, the collection of revenue or generation payments and the funds or deposits in RA's bank account. There was also a lack of co-operation from RA's management including its officer, director or principal, Steve Marshall, which initially hindered the Receiver's administration and required the Receiver to bring a motion to compel RA to deliver certain records to the Receiver. At that motion, the Court held in part that the "record reveals that RA Ltd. and Marshall are hindering the Receiver's efforts to obtain Records ... ".

Heliene Projects: The Receiver did not have responsibility to administer the Heliene Projects and did not in any way accept responsibility to do so or prevent Heliene from doing so. At no time did Heliene offer to share in the payment of receivership costs. Similarly, Heliene never instructed BDO to administer its projects. As to whether

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Heliene thought or understood that the Receiver was administering the Heliene Projects on its behalf, this is doubtful in the circumstances. On the contrary, Heliene made it clear to the Receiver at the outset that Heliene was selling the Heliene Projects "as it sees fit".

Reconciliation: During the course of the receivership administration, various third parties deposited funds relating to the Heliene Projects, the Canadian Solar projects and other projects of RA into a lockbox/bank account under the care and control of the Receiver. As noted already, the poor state of RA's books and records and the initial lack of co-operation from RA's officer(s) and director(s) hindered the Receiver's administration. The Receiver found it necessary to retain expert help from Icarus, to review and reconcile the bank deposits on a project-by-project basis. This was a complicated reconciliation which required Icarus to compile information from the Receiver, ABC, Ontario Power Corporation and various utility. companies. As such, the reconciliation took a considerable period of time to complete. Upon completion of the reconciliation, approximately $21,000 relating to the Heliene Projects was identified, with approximately $11,000 deposited in the lockbox/bank account of Canadian Solar and approximately $10,000 deposited in the lockbox/bank account of the Receiver. The Receiver provided Heliene with several updates during the reconciliation process on its progress. Several other parties have also stepped forward to assert a claim against these funds including ABC and Hybrid Partners.

Canadian Solar: Based on information provided by Canadian Solar, it appears that the administration of several projects of RA comprising of the Heliene Projects was never transferred to RA before the receivership administration and the revenues generated by those projects may be in the possession of Pure and/or Forum. Again, because of the lack of books and records as well as the lack of co-operation from RA's officer(s) and director(s), it took a considerable period of time for the Receiver (or its consultant, Icarus) to confirm this fact. Canadian Solar has also asserted that RA and its principals were negligent in their management of all projects, including the handling of the lockbox, the comingling of funds and failing to collect and distribute revenue.

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INTRODUCTION AND PURPOSE

1. The purpose of this Report (the "Third Report") by the Receiver (as defined below) is to

respond to the affidavit of Martin Pochtaruk sworn December 23, 2014 ("Martin's

Affidavit"). Martin's Affidavit was filed with the Court in support of the motion by

Heliene Finance Inc. ("Heliene") seeking, among other things, leave of this Court to

commence an action against BOO Canada Limited ("BOO" or the "Receiver").

2. By Order of the Honourable Justice Newbould dated November 26, 2012 (the

"Receivership Order"), BDO was appointed over fil2.!D§. of the property of RA Solar

Leasing Inc. ("RA"). Under section 2 of the Receivership Order, the Court appointed the

Receiver over the projects funded in whole or in part by Canadian Solar Solutions Inc.

("Canadian Solar" or "CSSI") pursuant to the Master Purchase Agreement dated

November 1 O, 2011 (defined as the "Property"). As acknowledged at paragraph 9 of

Martin's Affidavit " . .,.at the time of the Receivership Order the restricted mandate of BDO

was clear-it did not cover the Heliene Projects". Copies of the Receivership Order and

the related Endorsement of the Honourable Justice Newbould are attached as

Appendix I.

Service

3. At paragraph 7 of Martin's Affidavit, Mr. Pochtaruk asserts that "Heliene was not served

by CSSI (or BDO) with materials for appointment of BOO as Receiver and was not

aware of the Receivership proceedings until after BOO was appointed." Just to

elaborate, the original application for the appointment of the Receiver was commenced

on October 2, 2012 by Canadian Solar. RA opposed the application and the application

was adjourned or rescheduled for hearing to November 20, 2012 pursuant to the Order

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of the Honourable Justice Morawetz dated October 12, 2012 (the "Adjournment

Order"), to allow for the filing and serving of any responding court materials, additional

court materials and any examinations. Paragraph 4 of the Adjournment Order provides

that "the Respondent shall not transfer, assign or cause any other type of transmission

of interest with respect to any of the solar projects funded by the Applicant without the

prior written consent of the Applicant or pursuant to a court order granted on notice to

the Applicant".

4. The Application Record of CSSI dated Oqtober 2, 2012 included the most recent PPSA

(defined below) search at the time against RA dated October 1, 2012 with a file currency

of September 30, 2012. Heliene was not a PPSA registrant of RA at the time of the

commencement of the receivership proceedings. Heliene subsequently made a

registration against RA under the Personal Property Security Act (the "PPSA") on

October 29, 2012, after the commencement of the receivership proceedings. The

Receivership Order was granted on November 26, 2012. Copies of the October 1, 2012

and July 31, 2014-dated PPSA searches against RA are respectively attached as

Appendix II.

5. The Heliene PPSA registration made on October 29, 2012 against RA includes

inventory, equipment, accounts and other of RA under the collateral classification and

describes the collateral under the general collateral description as limited to the projects

funded by Heliene. Paragraph 4 of the Adjournment Order generally prohibits the

selling, assigning or encumbering (i.e., granting of a security interest in or over) of the

Canadian Solar-funded projects of RA without the prior written consent of Canadian

Solar or pursuant to a court order on notice to Canadian Solar. While Heliene's PPSA

registration against RA appears to be limited to the Heliene Projects, the registration

also checks off the "inventory, equipment, accounts and other" of RA under the collateral

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classification heading. Between October 29, 2012 (the date of Heliene's PPSA

registration against RA) and November 26, 2012 (the date of the Receivership Order),

RA did not provide Canadian Solar with notice of Heliene's PPSA registration as

arguably contemplated by paragraph 4 of the Adjournment Order and Canadian Solar

was unaware of the registration during this period. As for BDO and its obligations to

serve court documents, BDO was appointed Receiver on November 26, 2012. A copy of

the Adjournment Order is attached as Appendix Ill to this Third Report.

6. As early as December 17, 201~, the Receiver was in contact with Heliene and Heliene

has known about this receivership.

7. At paragraph 13 of Martin's Affidavit, Mr. Pochtaruk confirms that on or about "January

9, 2013 my solicitor, Mr. Brian Morris, wrote to BDO to advise that CSSI has no interest

in the Heliene Projects." Besides representing RA and Heliene, Mr. Morris is also the

lawyer for Hybrid Partners Ltd. ("Hybrid Partners") in this receivership. Mr. Morris has

been served by the Receiver with all motion records to date in these receivership

proceedings.

Records

B. There were limited books and records of RA available to the Receiver at the start and

during the receivership. From the few records that were initially made available to the

Receiver, it became readily apparent to the Receiver that before the receivership, the

administration of the projects, including the Canadian Solar and Heliene-funded

projects, and the collection of revenue from these projects by RA was problematic,

highly disorganized and not well documented. As discussed later, this pre-receivership

state of affairs of RA has had serious consequences for certain creditors including

Heliene and Canadian Solar. The failure of RA to correctly transfer many revenue or

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generation payments from Heliene-funded projects and Canadian Solar-funded projects

into RA's bank account is an obvious example of this problem that existed before the

receivership.

9. The Receiver was never provided with accounting records of RA, such as a general

ledger, trial balance, tax or HST returns, or accounts receivable or accounts payable

listings. When the Receiver asked RA for these documents, the Receiver was advised

that they did not exist. When the Receiver requested from RA a list of RA's creditors, it

was told that the only. unsecured creditors were the insurance company and possibly

some homeowners owed rental payments.

1 o. Besides missing or limited accounting records and creditor lists, much of the paperwork

for the administration of RA's projects and the collection of revenue or generation

payments from the projects was absent or highly disorganized. During the receivership

administration, it was identified that for various CSSl-funded projects, revenue or

generation payments were being paid directly to the homeowners by the local

distribution or utility companies instead of to RA because of RA's failure to complete the

appropriate paperwork to redirect the deposits to RA's bank account. An authorization

form would need to be completed for the local distribution or utility company to redirect

the revenue from the homeowner to RA.

11. Another example of RA's failure to complete the appropriate paperwork was identified

with respect to Pure Energies (defined below). During the receivership, various CSSI·

funded projects were identified whereby revenue or generation payments from the local

distribution or utility company had been paid to Pure Energies instead of RA because of

RA's failure to complete the appropriate paperwork to redirect the funds or deposits to

RA's bank account. As reported to the Court by the Receiver, at paragraph 26 of its

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Second Report (defined below), the Receiver followed-up with Pure Energies requesting

for reimbursement of all generation payments received by Pure Energies from CSSl

funded projects as well as an accounting of all such amounts. Pure Energies advised

that it did not have an accounting of such funds nor did it provide any reimbursement.

12. In June, 2013, Icarus (defined below) identified several CSSl-funded projects of RA

where the revenue deposits were going directly to the homeowner, instead of RA; or the

revenue deposits were being mailed to RA's PO Box associated with its lockbox or bank

account, but receipt of the payment could not be identified; or the revenue deposits were

going to Pure Energies; or the account was listed in Pure Energies' name with the local

distribution or utility company, and the payment was on hold by the local distribution

company; or no revenue could be identified as being received at the time.

13. On its appointment, the Receiver collected a total of five boxes containing records from

RA. They contained marketing materials and some project documentation. However,

upon closer review by the Receiver, it became apparent that the majority of documents

were missing. Some of these documents would be obtained by the Receiver only after it

brought a motion compelling RA to produce them, as discussed below. Even with this

production of certain documents by RA, however, there would be still several records

and documents missing that the Receiver would never obtain during the receivership

including the accounting records mentioned above, the appropriate paperwork

redirecting funds into RA's bank account mentioned above; and many original project

documents.

14. The Receiver also discovered on its appointment that RA had only partially completed a

reconciliation of revenue payments collected or received from the projects; instead of

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reconciling these revenues, revenue receipts or deposits up to the date of the

Receivership Order (November 26, 2012), they only went to September, 2012.

15. It also became apparent to the Receiver after its appointment that the majority of

homeowners whose projects or contracts were initially originated with or by Pure

Energies were not even aware that their projects or contracts had been assigned or

transferred to RA.

Heliene Projects

16. To date, the Receiver has provided the Court with two reports (excluding this Third

Report). The First Report is dated January 9, 2013 (the "First Report") and the Second

Report is dated April 17, 2013 (the "Second Report"). In each of these motions, the

Court granted an Order. The first Order is dated January 18, 2013 and the second

Order is dated April 25, 2013. Copies of the First Report and Second Report, without

appendices, are respectively attached as Appendix IV and copies of the Orders dated

January 18, 2013 and April 25, 2013 are respectively attached as Appendix V.

17. Under the January 18, 2013 Order or Sales Process Order, the Court approved, among

other things, the actions and activities of the Receiver to date regarding the Heliene

Projects and the sales process for the sale of the RA projects funded in whole or in part

by Canadian Solar.

18. Under the April 25, 2013 Order or Approval and Vesting Order, the Court approved,

among other things, the actions and activities of the Receiver to date regarding the

Heliene Projects and the sale of the RA projects funded in whole or in part by Canadian

Solar, identified or listed in Schedule "B" of the Order as 126 projects and 3 projects not

completed, to Canadian Solar and vesting title of these projects to or in Canadian Solar

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or its assignee. The projects listed in Schedule 118 11 did not include the Heliene Projects.

The sale was completed or closed on June 4, 2013. While paragraph 15 of the Approval

and Vesting Order required the closing date for the completion of the sale transaction to

occur on or before 30 days from April 25, 2013 (i.e., May 25, 2013), paragraph 1 of the

Order also authorized the Receiver to make minor amendments as the Receiver may

deem necessary and to take such additional steps as may be necessary or desirable for

the completion of the sale transaction and for the conveyance of the assets or projects;

at the request of Canadian Solar, the Receiver agreed to close the transaction on June

4, 2013.

19. At paragraph 9 of the First Report, the Receiver identified, to date, 148 RA projects

including 126 projects that were fully funded by CSSI as set out or listed in Appendix "VI"

of the First Report and 18 projects that may have been funded by CSSI and/or another

provider Heliene (the "Heliene Projects"). The Receiver also acknowledged the

incomplete state of RA's books and records in the First Report. In fact, part of the relief

sought by the Receiver in its January 18, 2013 motion included an order compelling Mr.

Steve Marshall of RA to deliver certain records and property to the Receiver including a

Valuation Model and a Solstice Database. The Honourable Justice Brown issued a

decision on the matter on January 29, 2013, a copy of which is attached as Appendix V.

In granting the relief, Brown J. partly held at paragraph 39 that the "record reveals that

RA Ltd. and Marshall are hindering the Receiver's efforts to obtain Records under the

Appointment Order ... "

20. At paragraphs 21 to 23 of the First Report, the Receiver generally informed the Court as

follows regarding Heliene: the Receiver had been contacted by Heliene, a company

which apparently also funded various projects of RA and that Heliene took the position

that these projects were not subject to the Receivership Order; Appendix VIII of the First

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Report listed the 18 Heliene Projects; Heliene advised the Receiver that it intends to

commence a sale process to dispose of its interest in the Heliene Projects; Canadian

Solar disputed Heliene's claim and advised the Receiver that it partially funded and/or

had security over the Heliene Projects and accordingly in its view the Heliene Projects

are subject to the Receivership Order; the Receiver requested supporting documentation

from Canadian Solar and would investigate the matter; in the event that the Receiver

had an interest in the Heliene Projects, the Receiver requested that Heliene provide

details as to the proposed marketing and sale process for same; the Receiver also

requested that in the event the Heliene Projects were sold by Heliene, that the sale

proceeds be held in trust with the Receiver's counsel pending the determination of

whether the Heliene Projects were subject to the Receivership Order. A copy of the list

of 18 Heliene Projects is attached as Appendix VI of this Third Report.

21. In January, 2013, the Receiver and Heliene exchanged correspondence regarding the

Heliene Projects. In particular, two letters were sent by the Receiver to Heliene in

January, 2013: the January 4, 2013 letter and the January 9, 2013 letter. A copy of the

January 4, 2013 letter was attached as Appendix VIII of the First Report and a copy of

the January 9, 2013 letter was attached as Appendix IX of the First Report. In the

January 4, 2013 letter, the Receiver clearly points out as follows: "We refer to your e

mail dated December 18, 2012 stating you intend to sell the 18 Projects listed in the

attached listing (the "Heliene Projects") .... CSSI has advised the Receiver that it

partially funded and/or has security over the Heliene Projects and, therefore, the Heliene

Projects fall under the administration of the receivership. The Receiver is currently

investigating CSSl's claim regarding the Heliene Projects ... Accordingly, the Receiver

advises that it does not release its interest, if any, in the Heliene Projects at this time.

The Receiver. however. does not wish to impede a sale process. Accordingly, the

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Receiver requests that you forward your suggested marketing and sale process for the

Heliene Projects so that the Receiver can assess and ensure that the proposed process

is commercially reasonable ..... " (our emphasis). In the January 9, 2013 letter, the

Receiver generally adds the point: "If Heliene Inc. concludes a sale of the Heliene

Projects, the Receiver requests that the sale proceeds be held in trust with the

Receiver's counsel pending the determination of whether the Heliene Projects are

subject to the receivership order ... " Copies of the two letters, respectively dated January

4, 2013 and January 9, 2013, are attached as Appendix VII to this Third Report.

22. Heliene replied to these letters on January 11, 2013. In a letter of the same date to the

Receiver and copied to Brian Morris, Morris and Morris LLP, and in Reference to "Your

letters in reference to Ra Solar Leasing", Mr. Pochtaruk wrote as follows: "Heliene Inc.

("Heliene") has complet~ly and totally funded twenty seven (27) projects (the "Heliene

Projects"). None of the Heliene Projects have been funded by Canadian Solar Solutions

Inc. ("CSSI") in full or in part. Accordingly, Heliene shall be selling these projects as it

sees fit ... As mentioned on the phone to Ms. Nicole Sagolili [of BOO], I remain available

to collaborate in any possible manner on your dealing and possible sale of the CSSI

projects for which vou have a mandate" (our emphasis). A copy of the letter dated

January 11, 2013 is attached as Appendix VIII to this Third Report.

23. On March 6, 2013, the Receiver wrote again to Heliene. In its letter of the same date,

the Receiver indicated, among other things, that: "According to records obtained from

Canadian Solar Solutions Inc. ("CSSI"), copies of which are attached, CSSI has partially

funded, and therefore holds security over, 4 Heliene Projects. The 4 Heliene Projects

are [identified] ... Accordingly, the 4 Heliene Projects fall under the administration of the

receivership, and the Receiver advises that it does not release its interest in same. We

understand that you have received an offer for a portfolio of projects, including the 4

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Heliene Projects. We request that you provide the Receiver a copy of the offer so that

the Receiver can assess whether the offer is commercially reasonable ... 11 (our

emphasis). A copy of the letter dated March 6, 2013 is attached as Appendix IX to this

Third Report.

24. In its Second Report (dated April 17, 2013) to the Court, the Receiver generally updated

the Court regarding the Heliene Projects as follows: "18. The Receiver encouraged CSSI

to contact Heliene directly to examine the competing claims over the Heliene Projects.

CSSI did so and, as a result of those examinations and discussions, CSSI and Heliene

have agreed, in principle, that all but four specific projects were wholly funded by

Heliene. CSSI provided documentation to both the Receiver and Heliene confirming it

had provided funding for the remaining four projects (the "Additional Projects"). A listing

of the Additional Projects is attached as Appendix "VII .... 19. Heliene had advised the

Receiver that it is currently running a Sales Process to dispose of its interest in all of the

remaining Heliene Projects. The Receiver has requested, and Heliene has agreed, to

provide details of any bids received and being considered in relation to the Additional

Projects to ensure that they are commercially reasonable ... ".

25. In all the emails and correspondence between Heliene and the Receiver referred to

above and below, not once did Heliene clearly and unequivocally ask the Receiver to

manage or administer the Heliene Projects on its behalf. Instead, Heliene was going to

sell the Heliene Projects "as it sees fit" and wanted to know how the reconciliation was

going, as discussed below. On the other hand, Canadian Solar, as a secured creditor

over the Canadian Solar-funded projects of RA, has incurred substantial costs through

this receivership administration including the professional costs of its counsel, the

Receiver and the Receiver's counsel and the subsequent retainer of Icarus in the

reconciliation process, as discussed below. Under Canadian Solar's indemnity of the

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Receiver, it also potentially faces the costs of this motion and if Heliene is successful on

this motion, the potential costs of any successful action or litigation brought by Heliene

as a result of getting leave of the court.

Reconciliation

26. In late January 2013, the Receiver retained Icarus Power Generation Inc. ("Icarus") to

provide various services including an accounting of funds received by RA from the

Canadian Solar projects. Icarus had expertise or specialized knowledge in the field. One

of the tasks in Icarus' mandate was to input post-receivership power generation and

local distribution company ("LDC") revenue receipts into a spreadsheet format (the

"Reconciliation"). Given the incomplete state of RA's books and records and the

comingllng of funds from the various projects, the accounting and Reconciliation of funds

strictly from Canadian Solar projects proved challenging, time consuming and by

necessity Icarus also had to determine which revenue receipts related to projects that

were not Canadian Solar-funded projects.

27. Revenue receipts from most LDCs were deposited into RA's bank account through a

lock-box system with Royal Bank of Canada ("ABC") where RBC would process the

revenue receipts and periodically make lump sum payments into RA's bank account.

Some LDCs made direct deposits into RA's bank account.

28. The statements for the revenue receipts, which usually, but not always, identified who

the receipt was from, were either mailed as paper copies or compiled as pictures on CDs

provided by RBC. The majority of the statements were provided on the CDs.

29. RBC provided the lock-box CDs on a monthly basis, and they were generally received a

few weeks after the end of the related month. The Receiver had received the CDs from

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December 2012 and onward, until the lock-box was transferred from the Receiver

sometime after the sale to Canadian Solar had closed on June 4, 2013. However, upon

giving the CDs to Icarus for their Reconciliation work, it was noted that a decryption CD

was required to view the images. The decryption CD had to be requested from RBC,

and the Receiver did not receive the decryption CD until on or about March 25, 2013.

Subsequently, it was found that the decryption CD required a password which the

Receiver subsequently had to request from RBC. Therefore, Icarus could not reconcile

a significant number of deposits (as most statements were on the CDs rather than paper

copies) until after that point.

30. In February and March of 2013, there were a series of email exchanges between the

Receiver and Heliene including the following emails from the Receiver to Heliene: (a) on

February 19, 2013: "Martin, We are in the process of reconciling the receipts received,

including which relate to Canadian Solar funded projects and which relate to non

Canadian Solar funded projects. Once we have been able to prepare an accounting of

the funds, we will provide you with the information as it relates to the Heliene projects";

(b) on February 20, 2013: "Martin, Yes, we intend to reconcile the receipts on a project

by project basis"; and (c) on March 4, 2013 (in reply to an email from Heliene of March 1,

2013, asking how the account reconciliation was going and the status of the payments to

date and that Heliene was trying to close with a buyer and the existing funds was

something that needed to be addressed): "We are still working on it. The records we

have for the LDC remittances do not appear to be complete so it will take time to track

them down and reconcile them". Copies of these email exchanges are attached as

Appendix X to this Third Report.

31. The first Reconciliation from Icarus was received by the Receiver on or about April 1,

2013. The Reconciliation broke out receipts received between CSSl-funded projects

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and non-CSSI funded projects. It also identified $4,616.42 in receipts related to Heliene

projects (as reported in the Second Report of the Receiver to the Court). The

Reconciliation only included the months of December 2012 to February 2013, as this

was the information that was on-hand at the time. Not all deposits in the Reconciliation

had been matched to specific projects.

32. In its Second Report (dated April 17, 2013) to the Court, the Receiver generally informed

the Court regarding the steps being taken to reconcile the bank account to date as

follows: "20 ... RA Solar operated only one bank account. Therefore, deposits of

Generation Payments into the bank account from the local distribution companies relate

to all of the projects in RA Solar's portfolio, including the projects funded by Heliene that

are not subject to the Receivership Order ... 21. The Receiver has begun to review all

deposits received since the date of the Receivership Order to determine the quantum of

the funds which do not relate to the Projects subject to the Receivership Order ... 22. The

Receiver instructed Icarus to identify the deposits received to date with respect to the

Heliene Projects. Thus far, Icarus has determined that approximately $4,600 of the

deposits received to date relate to the Heliene Projects ...... it is expected that the

amount will be determined to be higher once Icarus completes a full review".

33. The Receiver received revised Reconciliations throughout April and May 2013. The last

Reconciliation received in that period was dated May 23, 2013, and included the months

of December 2012 to April 30, 2013. The Reconciliations at this point only identified

between "CSSl-funded", "Other", and "Unknown" revenue receipts. The "Other" revenue

was understood to be Heliene-funded project revenue. Sometime around December

2013, Pat Pavlik of Canadian Solar advised that the Reconciliation had identified

revenue receipts relating to projects that were not related to either CSSI or Heliene-

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funded projects, which were believed to be Solar Pure Energies Inc. or Pure Energies

Inc. ("Pure Energies" or "Pure"Hunded projects.

34. The sale of the Property or CSSl-funded projects to CSSI closed on June 4, 2013. From

that time, Icarus generally stopped working for the Receiver and was engaged by

Canadian Solar to transition the CSSl-funded projects from the Receiver to CSSI, as per

CSSl's instruction. Also, Canadian Solar asked the Receiver to leave the banking

arrangements in place during the transition period. After or during the transition period,

Canadian Solar set up its own CSSl/RBC lock-box and bank account for deposits, .funds

or revenue receipts from the purchased CSSl-funded projects.

35. The last deposit into the Receiver's bank account relating to the RBC lock-box was

received on July 1 O, 2013. CSSI began to receive the statements from the RBC lock

box on or about that time.

36. The Receiver did not begin to receive revenue receipts from Milton Hydro until on or

about April 2013. Milton Hydro paid through direct deposit. Due to paperwork that was

required to be completed, the Milton Hydro direct deposits were continued to be paid into

the Receiver's bank account until June or July 2014. Statements received by the

Receiver post-closing or after June 4, 2013 were provided to Icarus for Reconciliation

purposes.

37. CSSI had requested a return of advances made to the Receiver. In determining how

much was available to return, the Receiver requested an updated Reconciliation from

Icarus, which the Receiver received on or about December 9, 2013.

38. On December 19, 2013, Pat Pavlik, of Canadian Solar, sent Martin, of Heliene, the most

current Reconciliation in order to obtain Heliene's agreement with the amounts reported

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in the Reconciliation. Martin responded, on the same date, in agreement as follows: "I

do hereby agree with the information provided to me by Mr. Cobb (reading here in copy)

in reference to the revenues received by the Heliene projects and being placed within

the account originally owned by Ra and being administered by Canadian Solar/BOO"

(our emphasis). The reference is to the bank account as "being administered by

Canadian Solar/BOO". In any event, as noted above at paragraph 25 of this Third

Report, Heliene never asked the Receiver to manage or administer the Heliene Projects

on its behalf. Copies of this email exchange are attached as Appendix XI to this Third

Report.

39. On January 13, 2014, the Receiver received an email from Icarus confirming , among

other things, that it had been retained by Heliene to provide services to assist in having

"future revenue re-directed to their account, understand the amount of money generated

by the 36 [subsequently corrected to say 27] projects since day 1 (accounts receivable)

and assemble all pertinent documentation." (our emphasis). A copy of this email is

attached as Appendix XII to this Third Report.

40. On February 7, 2014, Brian Morris, as counsel for Hybrid Partners, an alleged secured

creditor of RA, wrote to counsel for the Receiver, RBC and CSSI stating, among other

things, that "It is my client's position that as it has a first security charge over the projects

funded by Heliene and is, therefore, entitled to any and all revenues generated from

Heliene projects". Hybrid Partners is one competing claimant against any revenues

generated from the Heliene Projects; ABC is another competing claimant, as noted

below. A copy of this letter dated February 7, 2014 is attached as Appendix XIII to this

Third Report. To date and to the best of the Receiver's knowledge, Heliene, Hybrid

Partners and RBC have not resolved their competing claims to the Heliene funds or

revenues generated from the Heliene Projects.

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41. On February 12, 2014, the Receiver requested an updated Reconciliation. Icarus

provided a reconciliation that was last updated on December 20, 2013, and advised they

would work on updating it. Icarus then provided a Reconciliation updated March 14,

2014. A copy of the Reconciliation updated March 14, 2014 is attached as Appendix

XIV to this Third Report. Icarus completed the Reconciliation on or about March, 2014.

Upon completion of the reconciliation, approximately $21 ,000 was identified as relating

to the Heliene Projects, of which approximately $11,000 was deposited into the

lockbox/bank account of Canadian Solar and approximately $10,000 was deposited into

the lockbox/bank account of the Receiver.

42. During March and April 2014, CSSI was dealing directly with the parties, including

Heliene, who made a claim to the funds in order to reach a settlement. On March 11,

2014, counsel for CSSI replied to Mr. Morris' letter of February 7, 2014, indicating,

among other things that CSSI is prepared to share on a confidential and without

prejudice basis certain financial information related to this issue in the hope that the

parties can reach a mutually agreeable solution to the present impasse and Pat Pavlik of

CSSI would be in direct contact with Steve Marshall of Hybrid Partners and RA and

would provide him with the relevant documentation and make himself available to Mr.

Marshall for further discussion. A copy of the letter dated March 11, 2014 is attached as

Appendix XV to this Third Report.

43. Discussions took place sometime during the period of March to May, 2014 between

CSSI and Heliene including regarding what deposits in the RA/BOO bank account

belonged to Hellene and what belonged to CSSI. Heliene was provided full access to

the BOO and CSSl/RBC lock box and bank account information so that it could confirm,

among other things, the amounts deposited in the RA/BOO bank account that originated

from Heliene funded projects.

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44. On or about March 14, 2014, Pat Pavlik of CSSI advised that there was approximately

$24,000 in unreconciled revenue identified in Icarus'· Reconciliation. Pat Pavlik asked

the Receiver for assistance in reconciling these amounts, and the Receiver provided

some documentation which brought the unreconciled amount down to $11,540.99.

45. On March 20, 2014, Gus Kokkoros of Icarus asked the Receiver if he could send the

Reconciliation to Martin of Heliene, to which the Receiver advised he could. On March

27, 2014, by email from Martin to Nicole, Martin acknowledged, among other things,

receipt of the Reconciliation. A copy of the email is ~ttached as Appendix XVI to this

Third Report.

46. In early June, 2014, the Receiver received two draft Revenue Settlement Agreements,

proposing how the deposits should be distributed: one settlement agreement between

Canadian Solar, Heliene and RA for the Heliene funds received by Canadian Solar and

the second settlement agreement between the Receiver and Heliene for the Heliene

funds received by the Receiver. The first settlement agreement may have been signed

by the parties but not the second settlement agreement. The Receiver was not privy to

the settlement discussions regarding the first settlement agreement but had understood

that Canadian Solar and Heliene reached an agreement identifying 29 Heliene Projects

as falling under the RA portfolio and that of these 29 Heliene Projects, they or Heliene

determined that the Heliene deposits into the RNBDO bank account and the CSSl/RBC

bank account were only from 9 of the Heliene Projects. The Receiver also understands

that Heliene and CSSI determined that the total of these deposits from the 9 Heliene

Projects was approximately $21,000, with approximately $11,000 in the CSSl/RBC

account and approximately $10,000 in the RNBDO account.

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47. ABC's counsel was provided with draft copies of the Revenue Settlement Agreements in

June or July, 2014. On July 4, 2014, Receiver's counsel received an email from ABC's

counsel indicating, among other things, that RBC may have a claim against any of the

funds or money from the Heliene Projects. A copy of this email is attached as Appendix

XVII to this Third Report.

48. On July 24, 2014, Receiver's counsel received Brian Morris' letter on behalf of his client,

Heliene, generally asking the Receiver to consent to Heliene's proposed action against

BOO. In its letter dated August 13, 2014 to. Mr. Morris, Receiver's counsel, on behalf of

his client, among other things, refused to consent to Heliene commencing. an action

against BOO. Also, as to the specific number of Heliene Projects, page 2 of the letter

indicates 1 a Heliene Projects; page 3, 27 Heliene Projects; and page 7, 29 Heliene

Projects. The letter specifically states that the "Receiver understands that Canadian

Solar and Heliene reached an agreement identifying 29 Heliene Projects as falling under

the RA Solar portfolio and that of these 29 Heliene Projects, the Heliene deposits into

the RA/BOO bank account and the CS/RBC bank account were only from 9 of the

Heliene Projects." BOO was not privy to these settlement discussions or negotiations

between Canadian Solar and Heliene but had understood from them that they had

identified 29 Heliene Projects. Copies of the letters dated July 24, 2014 and August 13,

2014 are respectively attached as Appendix XVIII to this Third Report.

Canadian Solar

49. On January 5, 2015, Receiver's counsel received as a courtesy a copy of the letter of the

same date from Canadian Solar to Heliene, RA, Pure Energies and others, generally

setting out Canadian Solar's position with respect to Heliene's intended action against

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BOO ("Canadian Solar's letter"). A copy of Canadian Solar's letter is attached as

Appendix XIX to this Third Report.

50. Some of the allegations in Canadian Solar's letter include the following: (a) RA and its

principals were negligent in their management of all projects, including the handling of

the lockbox, the comingling of funds, failing to collect and distribute revenue as required;

(b) funds from some or all of the Helien.e Projects were at one time being paid to Pure

(and some may be still), and were not paid by Pure to RA; (c) a separate lockbox

previously controlled by Pure is no.w controlled by Forum Equity Partners ("Forum") as a

result of Pure's transfer of such control to Forum and that second lockbox also received

funds from projects, including some Heliene Projects; (d) funds that belong to Heliene

remain in that Forum-controlled lockbox; (e) Canadian Solar informed Heliene and Pure

that funds that may belong to Heliene may be located in that second lockbox and to

date, Heliene has done little or nothing to recover those funds and no funds have been

released or paid out to Heliene from this lockbox account; (f) BOO has never strayed

outside of the powers and responsibilities given to it under authority of the Receivership

Order; (g) at no time has Canadian Solar had any control over or involvement with the

Heliene Projects or any funds related to the Heliene Projects; (h) Heliene was notified by

CSSI of the receivership motion when it was commenced against RA. Heliene could

have, at any point, intervened or joined in the RA receivership. It chose not to, despite

having notice of such action and despite knowing that its own assets were involved with

the party entering the receivership; (i) Heliene has an obligation to mitigate its damages

before claiming against BOO. Failure on the part of Heliene to pursue the revenue into

accounts and with parties who are most likely to have it, is a failure to mitigate, in

particular where Heliene has been expressly put on notice that some or all of their

assets may be found elsewhere; 0) the action contemplated against BOO is more

98

- 24 -

properly brought against RA and its principals and/or Pure (and perhaps also its

principals), as the party and parties that have failed to ensure that any funds that may

belong to Heliene are tracked, accounted for and actually paid to Heliene; (k) at the

least, it is incumbent upon Heliene to first claim against parties who are known to have,

or are likely to have, some or all of the funds that Heliene alleges are missing, and/or are

the most likely to have mishandled or misappropriated same; (I) CSSI is required to

indemnify BOO in this potential action by Heliene and stands as an innocent party,

victimized by the failure of Heliene to mitigate its alleged damages, and the failure of

Pure, Heliene, RA and Forum to take appropriate action and/or to agree to a process for

the identification and payment of funds that may belong to Heliene; and (m) Heliene has

taken the strategy of targeting innocent parties with deep pockets.

Conclusions and Recommendations

51. The Receiver has no authority or mandate over the Heliene Projects. It never accepted

responsibility to administer or manage the Heliene Projects and it was not asked to do

so by Heliene. The Receiver sold the assets or property that is the subject matter of the

Receivership Order, the Canadian Solar-funded projects, pursuant to the Sales Process

Order and Approval and Vesting Order. In its accounting of funds of RA, the Receiver

had the expert assistance of Icarus. Heliene and Canadian Solar were informed and

involved in the Reconciliation.

52. The Receiver therefore recommends that Heliene not be permitted by the Court to

commence its proposed action against BOO. The relief sought in the proposed action

concerns issues that fall within this receivership (i.e., reporting on the completion of the

Reconciliation or accounting of funds, the competing claims to Heliene's funds in the

approximate amount of $10,000 held in the possession of the Receiver, etc.) and should

99

- 25-

be dealt with in this receivership; and also concerns issues that fall outside this

receivership (i.e., revenues from the Heliene Projects), the recovery of which lies with

RA, as owner of these projects or Heliene, as the alleged secured creditor over the

Heliene Projects, and not with or against BOO.

All of which is respectfully submitted this 22"d day of January 2015.

BOO CANADA LIMITED, in its capacity as Receiver of specific assets of RA Solar Leasing Inc., and not in its personal capacity

100

tab E



(COMMERCIAL LIST)

FRIDAY, THE 19th THE HONOURABLE f1R.

JUSTICE BROWN DAY OF JANUARY, 2013

BETWEEN:


Applicant

- and -


Respondent

SALES PROCESS ORDER

THIS MOTION, made by BOO Canada Limited, in its capacity as court-appointed

receiver (in such capacity, the "Receiver") of RA Solar Leasing Inc. (the "Debtor"), appointed

pursuant to the Order dated November 26, 2012 (the "Appointment Order"), for an Order:

(a) validating the service of the Notice of Motion, the Motion Record and the First

Report of the Receiver dated January 9, 2013 (the "First Report") so that this

Motion is properly returnable today and dispensing with further service thereof;

(b) approving the First Report and the activities of the Receiver as described therein;

(c) approving the Sales Process or Bidding Procedures (the "Sales Process")

substantially in the form attached as Schedule "A" to this Order;

(d) authorizing the Receiver to carry out the Sales Process; and

101

(e) authorizing the Receiver, after the fact, to settle with Icarus Power Generation

Inc. ("Icarus") regarding the 4 Projects identified or listed in Schedule "B" of this

Order that were funded or partially funded by the Applicant (the "Icarus

Projects"),

was heard this day at330 University Avenue, Toronto, Ontario.

ON READING the material filed, including the Notice of Motion, the First Report

and the appendices thereto, the Supplemental Report to the First Report dated January 16,

2013 (the "Supplemental Report") and the Affidavit of Steven Marshall sworn January 15,

2013 and the exhibits thereto and the Supplementary Affidavit of Steven Marshall sworn

January 17, 2013, and on hearing the submissions of counsel for the Receiver, Applicant and

Respondent, and no one appearing for any other party although duly served as appears from

the Affidavit of Service of Candice Cavalier, sworn January 10, 2013, filed;

SERVICE

l. THIS COURT ORDERS that the time for service of the Notice of Motion, the

Motion Record and the First Report is hereby abridged and validated so that this motion is

properly returnable today and hereby dispenses with further service thereof.

RECEIVER'S ACTIVITIES

2. THIS COURT ORDERS that the First Report and the activities of the Receiver as

described therein are hereby approved.

SALES PROCESS

3. THIS COURT ORDERS that the Sales Process attached as Schedule "A" to this

Order is hereby approved.

4. THIS COURT ORDERS that the Receiver is hereby authorized and directed to

take such steps as it considers necessary or desirable to carry out the Sales Process.

102

-3-

5. T H 1 S COURT ORDERS that the Receiver shall have no personal or corporate

liability in connection with conducting the Sales Process, excepting any liability resulting from

gross negligence or wilful misconduct.

ICARUS PROJECTS

6. THIS COURT ORDERS that the Receiver is authorized, after the fact, to settle

with Icarus regarding the Icarus Projects and that the Icarus Projects are excluded from or do

not fall under the Property being sold under the Sales Process.

AID AND ASSISTANCE OF OTHER COURTS

7. THIS COURT REQUESTS the aid and recognition of any court or any judicial,

regulatory, or administrative body in any province or territory of Canada and the Federal Court

of Canada and any judicial, regulatory, or administrative tribunal or other court constituted

pursuant to the Parliament of Canada or the legislature of any province and any court, or any

judicial, regulatory or administrative body of the United States and the states of other

subdivisions of the United States and of any other nation or state to act in aid of and to be

complementary to this Court in carrying out the terms of this Order.

GENERAL

8. THIS COURT ORDERS that any interested party may apply to this Court to vary

or amend this Order on not less than seven days notice to any other party or parties likely to be

affected by the Order sought or upon such other notice as this Court may order.

103

-4-

Schedule "A"

Sales Process

104

Schedule "A"

Sales Process

Pursuant to the Receivership or Appointment Order dated November 26, 2012 (the "Appointment Order''), BOO Canada Limited was appointed as the receiver (in this capacity, the "Receiver") of RA Solar Leasing Inc. (the "Debtor").

The Receiver has prepared the sales process (the "Sales Process") set out herein to determine whether a successful bid or bids can be obtained for the assets and interests of the Debtor associated with, arising out of, or tn any way or manner related to any and all of the projects funded in whole or in part by Canadian Solar Solutions Inc. ("Canadian Solar") pursuant to the Master Purchase Agreement dated November 10, 2011 (the "Projects").

Pursuant to the Order dated January 18, 2013, the Ontario Superior Court of Justice (Commercial List), (the "Court") approved the Sales Process (the "Sales Process Order").

Set out below are the sales or bidding procedures (the "Sales Process Procedures") to be followed with respect to the Sales Process to be undertaken and supervised by the Receiver, and, if a successful bid or bids is/are obtained, to complete the transaction(s) contemplated therein.

Defined Terms

In these Sales Process Procedures:

"Business" means the business being carried on by the Debtor.

"Business Day" means a day, other than a Saturday or Sunday on which banks are open for business in the City of Toronto.

"Property" means all of the assets, undertakings and property of the Debtor associated with, arising out of or in any way or manner related to any and all of the Projects funded in whole or In part by Canadian Solar or any portion thereof and to the extent that such Property Includes any leases, agreements or contracts to which the Debtor is a party, such Property shall be subject to any and all third party consents required as set out in the terms of the relevant lease, agreement or contract.

Sales Process Procedures

The Sales Process Procedures set out herein, describes, among other things, the Property available for sale, the manner in which prospective bidders may gain access to or continue to have access to due diligence materials concerning the Property and the Business, the receipt and negotiation of bids received, the ultimate selection of a successful bidder or bidders and the Court's approval thereof (collectively, the "Solicitation Process"). The Receiver shall administer the Sales Process Procedures. In the event that there is disagreement as to the interpretation or application of this Sales Process Procedures, the Court will have jurisdiction to hear and resolve such dispute.

105

- 2 -Purchase and Sale Opportunity

An information memorandum (the "IM") describing the opportunity to acquire some or all of the Property of the Debtor will be made available by the Receiver, to prospective purchasers. The IM will provide a concise summary of the Property that will allow potential purchasers to assess the Property.

The IM will also set out the parameters and timeline for the Solicitation Process including an offer form (the "Offer Form") outlining the terms and conditions of sale. The Receiver will compile a list of potential purchasers (each a "Potential Bidder"). The list of Potential Bidders will include strategic buyers that may be interested in the Property. The list of Potential Bidders will be compiled based on research by the Receiver using available databases as well as existing market resources and information previously gathered by the Debtor, including unsolicited expressions of interest to date.

"As Is, Where Is"

The sale of the Property will be on an "as is, where is" basis and without representations and warranties of any kind, nature or description by the Receiver, or any of its agents.

Free of Any and All Claims and Interests

In the event of a sale of the Property, all of the rights, title and interests of the Debtor in and to the Property to be acquired will be sold free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon and there against (collectively, the "Claims and Encumbrances"), such Claims and Encumbrances to attach to the net proceeds of the sale of such Property (without prejudice to any claims or causes of action regarding the priority, validity or enforceability thereof), except to the extent otherwise set forth in the relevant asset purchase agreement with a successful bidder.

Publication Notice

As soon as reasonably practicable after the granting of the Sales Process Order, but in any event no later than February 1, 2013, the Receiver shall cause a notice of the Sales Process contemplated herein and such other relevant information which the Receiver considers appropriate to be published in the Globe and Mail National Edition.

Electronic Data Room

Along with the Receiver's preparation of the IM and the list of Potential Bidders, the Receiver will compile a comprehensive electronic data room (the "Data Room") that will include all relevant data that would reasonably be required by a Potential Bidder In the due diligence process with respect to the Property.

The Data Room wHI allow Potential Bidders to log on remotely and the electronic site will be fully secure and the Receiver will be able to customize, monitor and track the activity of any Potential Bidder granted access to the Data Room.

Participation Requirements

In order to participate in the Solicitation Process, each Potential Bidder must deliver to the Receiver at the address specified below (including by email or fax transmission) and prior to the distribution of any confidential information by the Receiver to such Potential f3ldder, an executed confidentiality agreement (the "Confidentiality Agreement") in the form

106

- 3 -and substance satisfactory to the Receiver, which shall enure to the benefit of any purchaser of the Property.

A Potential Bidder that has executed the Confidentiality Agreement will be granted access to the Data Room.

Due Diligence

The Receiver shall provide any Potential Bidder who has signed the Confidentiality Agreement with a copy of the IM and access to the Data Room. The Receiver makes no representation or warranty as to the information contained in the IM or the information to be provided through the due diligence process or otherwise.

Tlmeline for Due Diligence and Submission of Bids

Each Potential Bidder shall have a period of approximately four weeks from the date of the Sales Process Order to review the IM and access to the Data Room. Upon the completion of the four week period, any Potential Bidders wishing to submit an Offer Letter must do so by no later than 1 :00 p.m. on March 1, 2013.

Selection of Bids and Negotiation of an Asset Purchase Agreement

The Receiver shall negotiate and enter into an agreement or agreements of purchase and sale with the successful bidder or bidders on or before March 15, 2013, which agreement or agreements shall be subject to Court approval.

Approval Motion

The Receiver shall apply to the Court (the "Approval Motion") for an order approving the agreement or agreements of purchase and sale entered into by the Receiver, as well as an order vesting title to the purchased Property in the name of the purchaser(s) and such order shall be obtained on or before April 1, 2013.

Sale Transaction(s)

The sale transaction(s) under this Sales Process shall be completed or closed on or before April 3, 2013.

Deposits

Any and all deposits (the "Deposit") submitted pursuant to the terms of the Offer Form, shall be retained by the Receiver. If there is a successful bid(s), the Deposit paid by the successful bidder(s) whose bid(s) is/are approved at the Approval Motion shall be applied to the purchase price to be paid by the successful bldder(s) upon closing of the approved transaction and will be non-refundable. The Deposits of Potential Bidders not selected as the successful bldder(s) shall be returned to such bidders within five Business Days of the date upon which the successful bid(s) is/are approved by the Court. If there is no successful bid, all Deposits shall be returned to the bidders within five Business Days of the Date upon which the Sales Process is terminated in accordance with these procedures.

Notices

Any notices permitted or required to be given to the Receiver herein shall be in writing and addressed Private and Confidential to the Receiver and mailed, faxed or delivered (including delivery by other means of electronic communication) as follows:

107

BDO Canada Limited 1 City Centre Drive Suite 1040 Mississauga, ON L5B 1 M2 Attention: Vince Siciliano Fax: 905.615.1333 Tel: 905.615.6200 Email: [email protected]

- 4 -

Any notice personally delivered as aforesaid shall be deemed to have been received on the date of delivery. If delivered by facsimile transmission or other electronic means, delivery shall also be deemed to have been received on the date of delivery unless delivered after 4:00 p.m. in which case the date of delivery shall be deemed to be the following business day. If delivered by regular mail or prepaid registered mail, the date of delivery shall be deemed to be two business days after the notice is sent and one business day if sent by courier.

Management

The Debtor will assist the Receiver in the preparation of the list of Potential Bidders and consult with the Receiver as appropriate in the Sales Process.

Amendments

The Receiver may amend or terminate the Sales Process at any time.

Further Orders

At any time during the Sales Process, the Receiver may apply to the Court for advice and directions with respect to the discharge of its powers and duties hereunder.

108

-5-

Sched u le "B"

Icarus Projects

109

110

Schedule "B"

LISTING OF THE ICARUS PROJECTS

Project Size ~#~_c_o_1_1t~ra~c-·t_#~~--,..---:?"'."""""--~A-dd-.r~e-ss~~~~~~~~·-~

1 ML10611 722 Turrell Crescent, Milton, ON 8.250 2 ML9006 340 Tonelli Lane, Milton, ON 8.250 3 05317 506 Hartgrove Lane, Oshawa, ON 8.000 4 AU10026 270 Ivy Jay Crescent, Aurora, ON 7.875

~3-z~375--

CANADIAN SOLAR SOLUTIONS !NC

Applicant

- and - RA SOLAR LEASING INC.

Respondent


ONTARJO SUPERIOR COURT OF JUSTICE

(COMMERCIAL usn


SALES PROCESS ORDER

FOGLER, ,RUBINOFF LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95

, TD Centre ' Toronto, Ontario M5K 1G8

\fem W. DaRe (LSUC# 32591E 1D) Tel: 416-941-8842 Fax: 416-941-8852

Lawyers for the court-appointed Receiver of RA Solar Leasing Inc., BOO

. Canada Limited

tab F

THE HONOURABLE MR.

JUSTICE CUMMING

BETWEEN:


ONTARIO


COMMERCIAL LIST

)

)

)

THURSDAY, THE 25TH

DAY OF APRIL, 2013

CANADIAN SOl,AR SOLUTIONS INC.

Applicant

- and-


Respondent

APPROVAL AND VESTING ORI> ER

THIS MOTION, made by BDO Canada Limited in its capacity as the Court-appointed

receiver and manager (the "Receiver") of the undertaking, prope1iy and assets of RA Solar

Leasing Inc. (the "Debto1·") related to certain Projects funded by the Applicant pursuant to the

Master Purchase Agreement dated November 10, 201 l (the "Pro,jects"), for an order, among

other relief~ approving the sale transaction (the "Transaction") contemplated by an agreement of

purchase and sale (the "Sale Agreement") between the Receiver and Canadian Solar Solutions

Inc. (the "Purchaser") dated April 10, 2013 and appended as Confidential Appendix "XVI" to

the Report of the Receiver dated April 17, 2013 (the "Second Report"), and vesting in the

Purchaser the Debtor's right, title and interest in and to the assets or Projects described in the

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

Toronto, Ontario.

DOCSTOR: 1201927\13

112

- 2 -

ON Rl~ADING the Second Report including the Supplemental Report to the First Report

of the Receiver dated January 16, 2013 (the "Supplemental First Report") and appended as

Appendix IV to the Second Report and on hearing the submissions of counsel for the Receiver

and the Applicant, and no one appearing for any other person on the service list, although

properly served as appears from the affidavit of Candice Cavalier sworn April 18, 2013 filed:

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

the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with

such minor amendments as the Receiver may deem necessary. The Receiver 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 'fransClction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the completion of the Sale

Agreement and delivery of a Receiver's certificate to the Purchaser substantially in the form

attached as Schedule A hereto (the "Receiver's Certificate"), all of the Debtor's right, title and

interest in and to the Purchased Assets described in the Sale Agreement [and including the

Projects listed on Schedule B hereto] shall vest absolutely in the Purchaser or its assignee (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 "Cfaims") including, without limiting the generality of

the foregoing: (i) any encumbrances or charges created by the Order of the Honourable Justice

Newbould dated November 26, 2012; and (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 (all of which are collectively referred to as the "Encumbnrnces") 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 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 Receiver's Certificate all

DOCSTOR: 1201927\13

113

- 3 -

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.

4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver's Certificate, forthwith after delivery thereof.

5. 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 the Debtor and any

bankruptcy order issued pursuant to any such applications; and

( c) any assignment in bankruptcy made in respect of the Debtor;

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 Debtor and shall not be void or

voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a settlement,

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.

6. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

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

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver 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 Receiver, as an officer of this

DOCSTOR: 1201927\13

114

- 4 -

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

8. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged so that this Motion is properly returnable today and hereby dispenses

with further service thereof.

9. THIS COURT ORDERS that the Second Report, the Supplemental First Report and the

actions and activities of the Receiver as described in the Second Report and Supplemental First

Report are hereby approved.

10. THIS COURT ORDERS that the Receiver's Interim Statement of Receipts and

Disbursements dated April 17, 2013 is hereby approved.

11. THIS COURT ORDERS that the· interim fec.s of the Receiver in the amount of

$169,837.30 plus taxes is hereby approved.

12. THIS COURT ORDERS that the interim fees and disbursements of the Receiver's

counsel in the amount of $128,352.64 including taxes is hereby approved.

13. THIS COURT ORDERS AND DECLARES that Confidential Appendix "XI" through

"XVI" to the Second Report are hereby sealed until the completion of the Transaction, or until

further order of this Court.

14. THIS COURT ORDERS that the date or deadline for being granted or issued this

Approval and Vesting Order be extended from April l, 2013 to the date of this Order.

15. THIS COURT ORDERS that the closing date for the completion of the Transaction be

extended or amended from April 3, 2013 to on or before thirty (30) days following the date upon

which this Order is issued and entered.

[;{·; c: ii..:D 1\\; ;~~;CRi r ON I BOO'\ NU: LE ! Dl~NS Lf-2 F",EG\STF\E h!O.

APR 2 5 2013

DOCSTOR: 1201927113

115

BETWEEN:

RECITALS

Schedule A - Form of Receiver's Certificate


ONTARIO

SUPEIUOR COURT OF JUSTICE

COMMERCIAL LIST


- and-·


RECEIVER'S CERTlFICA TE

Applicant

Respondent

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

of Justice (the "Court") dated November 26, 2012, BDO Canada Limited was appointed as the

receiver and manager (the "Receiver") of the undertaking, property and assets of RA Solar

Leasing Inc. (the "Debtor").

B. Pursuant to an Order of the Court dated April 25, 2013, the Court approved the

agreement of purchase and sale made as of April 10, 2013 (the "Sale Agreement") between the

Receiver and Canadian Solar Solutions Inc. (the "Purchaser") and provided for the vesting in

the Purchaser of the Debtor'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 Receiver

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 Article 7 of the

Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the

Transaction has been completed to the satisfaction of the Receiver.

DOCSTOR: 1201927\13

116

- 2 -

C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in Article 7 of the Sale Agreement have been

satisfied or.waived by the Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Ce1iificate was delivered by the Receiver on -----------"-'=··~0 ... 0 ... :0: .. •

DOCSTOR: 1201927113

BDO Canada Limited, in its capacity as Receiver and Manager of the undertaking, property and assets of RA Solar Leasing Inc., and not in its personal capacity

Per:

Name:

Title:

117

118

Schedule B - Purchased Assets

DOCSTOR: 1201927113

;:;::i;41 ;;+;.;{f !\'.':~ pjpjeC,t'?~i ;[~l,?fA~·.i~'.1;iM/\qdr~:s~7:1X;t:;;;~\i)l::'J'iYi :Y{1i_'.:\'{Gity,:y,~~;::~'·"'.:. :'.; /(;';)IJ'N · .. · ;~. ··~ 1 · 10-'0144 · 258 Swlndale Drtve ~,,,_._,, -·.. 8.550 2

' 3 4

-10-0262 562 Hood Terrace Milton 4.950 10-0305 $99 Hepb~,.ffn Road ·-- Mtiton 5.625

~·~~~--""""1---.....;;..;.;.,:;,;;__,~

10-0419 1073 Holdsworth Crescent Milton 4.050 .. ---~--.......,...-=--- -~---·--5 10-0432 501 Grant Way Milton 4.050

~___;_,--+--'-----t-::~..,..,........,..,...,-........ _ ... ___ 1-__ , ____ -··"-····-----! 6 10-0436 554 Hood Terrace .Milton 4.050

i--7--t--1-0--04-8·0- 174 Fennamore Terrace Milton 5.850 1----1-----1----------t"··--.,---·-..J'-----...-1 8 10-0520 806 Bolingbrol<e Drive Mtlton 8.100

1--~~ .. +--~~---1--~-"'--......... ~~~-r---~----~-,--1-~~-'---'----l 10-02.76 31 Bricker Court Brantford 7.425 9

1 o 10-0329 110 Hunterw~_Y ___ . __ 1~....,B_ra_n_t.,,..fo_rd..,......._1 ___ 7_._4_25_-i 11 10·0354 117 Barrett Avenue Brantford 6.975

-~;_;,,_-~--"-~~~·~---~~...,.--~~~+----~...,....~--+~~...;..;.----i

12 10-0392 105 Barrett Avenue Brantford 5.175 1---1-

13 10·0462 91 Pusey Boulevard Brantford 5.850 --1-4-· 10·0077 806 Cannon Street East Hamilton 4.050

10-0079 593 Hiway 6 Hamilton 4.950 ~-16~---1-0--o143-26_2_s_wi~nd~a-te~~~~--ir--~M-i-lt-on~~+-~6-.-9-75~--l 1--~~-1-~------=--i~~-0:--~=-'"7."'~'~--~·~~~~""'"'--+-~--~---~

17 10·0302 792 Be~sy Trail·~-·----1t----,M_,i,...lt_on __ 1 ___ 7 .;.;.6~5_o __ _

18 10-0349 578 Hood Terrace Milton 4.950 ,_ ___ ----11~---.,..---:-----t--------1--------1 19 10-0613 241.Dalgleish Gardens Milton 5.400

1---2c...o--+--1-o--o-6-18-1Z68 La_.n,,._ds-b-or_o_ug-_ h-A-v-en_u_e ___ M_i-lt-01_1 _ 7.425

15

21 10-0633 174 Sherwood Road Milton 4.275 7.1. 10·0637 336 Dalgleish Gardens Milton 8. 550

--2-3--4-.;...1 o---06_4_1-t-24_2_J_a-rr;:;,.e_tt_C_r_o_-s,_s..,..ln.:...::·-g;:. :::::===M=i,...l,._t-o_n-:_-:_-:: : __ 8_._s_so_-·_-_1

24 10-0649 1032 Easterbrook Crescent Milton 5.625 25 10-0691 968 Savoline Boulevard Milton 5.400

i--2:.:..6--+--1-0--0-7.,_3.,..1 --l-23-:-:-0-fi-o-,rb_e_s~l-er-r-ac_e,,...· --;--~M:-:-:il-to-n---t·- 6. 975

27 10·0738 266 Silver Court Milton 5.400 28 10-0741 135 PlayfairTerrace Milton 5.850 29 11-0973 505 Cusick Circle Milton 5.850 30 11-0990 706 Rayner Court Milton 4.500 31 10-0440 3814 Mayla Prive Mississauga 9.900 32 10-0513 5316 Longford Drive Mississauga 6.525

1--~~~-~~~-1-~~---.__.~........,~~""""'t·~--~--------~~~~--

33 10·0763 860 Rogerson Road Mississauga 4.050 34 HA2027 6 Tredonia Place Hamilton 10.125 35 HA2286 57 Sandy Drive Hamilton 7.875 36 Rl1004 214 St Joan of Arc Avenue Vaughan 9.000

1-----1-~~=--+~-:::--::----:-:----:---t·--~""'";---+--~~---1 37 Rl1005 106 St Joan of Arc Avenue Vaughan 5.625

~-1-~~"":--:~---+~~~~--1

38 GU1D197 28 Carrington Place Guelph 5.850 __ _;;_;,._-i-----+-------,,_,_,..:--:-----··" ··~--"----! .. _____ _ 39 GU1327 52 Bonar Place Guelph 4.275

__ 4_0 __ ,,___G_U_1_376 36 Sinclair Street Guelph 4.050

41 GU9115 6 Ferman Drive Guelph 4.950 42 12976 816 Somerville Terrace Milton 43 11·1195 77 Seline Cres.

1---44--:r-1-1-.2""5.....,..2f ..... 35 Sarah St.

45 11·1558 18stowe 46 11 ·2203 198 BakersficWof·ive

1----·"- ~--

47 11-0920 ZO Lockwood Street 1---4-s--1--1-1--1-41_0 ____ 623's11errlng street-..

""'"·~--- 11-1 516 'fo9 west 2nd street

Barrie Brantford 4.275 Brantford 4.725

'<~ •«-~--~-J

Cambridge 4. 050 Cambridge 9.450 Cambridge·-~- 4. oso Hamilton 6.300

1--~-~~~~~~-~~~-~~~~~~---'~·~~--~'---·~~~~~

119

120

·~~r~--.........,...,...--··-=-·~~~-. ~~

··•:;11.;.\,:; ,;d?.~'.ojeJ::t'{f 1~Mt;~~l~i,~)1;~-~ad.f.9ss~id>(::'. .. :\Cfty/:;. ·'· ·:1<W· · 50 - 11-2066 · B96 Moreau Lane --·---i~~M-i-lt~on ......... --1------:3-.-8-2_5_4

-51 11-2167 1127 Ezard Cresc~nt Milton 5.400 52 11 .. 2224 · 922 Cousens Terrace Mflton·---i--4-. 7_2_5 __ _

53 10-0496 779 Biggar Heights Milton 6.300 54 10-0498 1014 Wallbrook Crescent Milton -.-· 4.950 55 10-0610- 320 Dalgleish Gardens Milton 7.425 56 10-0733 2'!._2_,H,.....u_nt_in_,g,_fo,.,,.1_·d_G_a_te ___ -t--.,...,M.,.,.llt_o_n_----4_-·-_·_-·_4'-. O""'S_o_·---1-57 10·0781 818 Cousens Terrace Milton 8.325

i-~5-8~-+--1-0--0-B-24-+-4-2_4_T_o_ne""'.'l.,....ll,_'L_ar_1e------i--.. --M-i-lt-on--~--4-.-9-50--1

···~~~~--t~-.... ............. -----1 59 11-0910 739 Sales Court Milton 5.175

, __ 6_0_-1-_1_1--0-9_4_2-+3-5_4_G_r-en_k_e_P-la_c_e----i---Milton 4. 950 61 '11-0972 92.6 Savoline Blvd -··---i---M....,ll,__to-n---1---4-.-05-0--i 62 11 ·0974 386 Grenke Place Milton _,._4-.0--50---i

--+-~~----4-~~~~-1 63 11-1106 436 Cusick Circle Milton 8.325

1-_;;,;;;.......,.,4-_ _;...,_-1-~--..,......,------+--,------+----...;.....-."",.

64 11-2210 994GARRARDAVE. Mississauga 3.600 65 10·0464 3222 Alpaca Avenue Mississauga 9 .450 66 10-0723 5481 Valhalla Crescent Mississauga 8.100

·~~--r~-~~~--t

67 11-0959 7485 Black Walnut Trail Mississauga 5.400 68 11-1179 1869 Friar Tuck Court Mississauga 6;525 69 11-1440 5061 Credil'view Road Mississauga 7.200 70 H-1447 2812 Folkway Dr Mississauga 3.150 71 11 ·1584 6258 Atherly Crescent Mississauga 4. 500 n 10·0795 1266 Meath Drive Oshawa 4.950

i--7-3-= 11-1446 157 4 Docking Court Oshawa 5.400 74 11-1181 112 Harrongate Place Whitby 4.500 75 11·1265 17 Heaver Dr. Whitby 4.950 76 11-1392 24 Jennyn St. Whitby 4.725 77 11·0911 16 Lockwood Cmbridge 10.BOD 78 11-1212 50 Winter Creek Cres. Markha~m--i--~5-.8-50-----i 79 11 ·0917 99 Langlaw Drive Cambridge 9 .675 80 10-0403 190 Fennamore Terrace Milto-n-·-i·--5-.1-7_5_·---i 81 _ 10·0678 166 Mccready Drive Milton 4.950 82 10-0780 473 Bussell Crescent Milton 4.500 83 11-1359 397 Potts Terrace Milton 6.525 f~ 10-0364 3433 Hideaway Place Mississauga 5.850

85 _ 10·0674 3244 Tacc Drive Mississauga 3.150 __ 86 10-0399 ~33 Escada Drive ----i:-M.,....,...iss...,i_ss_au_..g"'-a_.

1 __ 4_._7_25_--1

87 10·0540 49 Topaz Place Mississauga 4.050 --~.:.......--,..,--~~~-1-~,-,.,...,....,..-=-~1~~--~---1

88 11·1267 16 Goodwood Drive Whitby 5.850 i--~----~~---+~~~~~~~~~1·~~~--~-t-~-

89 10-0568 62 Barrett Avenue Brantford 4. 950 90 11·1219 8343 Rosefire Drive -i·--,.M.,..e-tc-a.,..lf""""e--+--~4-.7...,..Z--5--

·~·..;.._~-i---~..,.----r,---~~~~~~~-t·~~...,.....~~-1-~--·'-'-----

1--9_1_,_+ __ 1_0_·0_2_4_0-+1_2_2,_4_C_o_u_nt_r'i'.~St_o_ne ___ 1

___ Kitchener 4.050 92 11-1406 31 DontevyCrescent Whitby 6.300 ·~

93 11-2339: :f'". East 36th S_t,;'ect Hamilton 3 .150 ,_,_ 94 11-1813 24 Coldstream Drive Oshawa ·-;c·s-o-o--i

~~--------:--r----~---1--~---@• 95 11- Black Walnut Trail Mississauga 5.850 96 11 ·1353 22 Balson Blvd -n- -·"'.'.'.'st-o-uf::::fv-:i:-:'llE'--~ -;--6-.0-7_5_ ---97 11 ·1474 748 Switzer crescent --· -·-M-i.,...lt_or_1 --t---7-.-42-5----i 98 11 .. 2063 Z60 Giddings CresCent .. _ - Milton"----~~--· 6.075

121

_.}.;;: .~ ~eiit<:~ ~~;~\f:\'.1~:,1tidA9Clt?s~:\~;;:\ . < ; . : :i}Clty.\/.· . · .';,kWi("--99 10·0771 472 Dymott Avenue Milton 5.850 100 .. 11·2651 68 Lad,,_yb_u_rn_-:D~rlv_e ____ +--_K_e_swi,,__c.;..k_--1-__ 4_._0S_O_· _

1 101· . 11 ·0908 414 Schreyer Crescent Milton .:!:~!~.·--··· 1 OZ 10·0117 25 Wolf Creek Crescent Vaughan 5.400 103 11-1186 317KtnmountCres. Oshawa 3.825 104 11 ·1174 46 Cplko Crescent Markham 6.075

1--~~~-~~~-r-~~~~------~-----+-~~~~~·-1~--~~~

105 11-0872 157 Riverwalk Drive Markham 3.600 106 11·1165, 1379 Langley Circuit Oshawa 5.175 107 11-1194 807 Grandview St. North Oshawa 4.725

--~~-r-~-~~-~~~~~~~---i-~~~~~·-·~-~~~--

108 11-0935 888 Etherington Way Milton 6.525 1-----1--~--+:~.,...-,_.....,,=..,.--.=.-..~.~···--i·---.-----+--~---··

109 10-0612 814 Bolingbroke Milton 6.525 ,,,....,,.._.,..,.,...,,...,,

110 10-0404 728 Stagg Garden Mflton 3.375 ,_._1_1_1_..__1o---05_3_1--+-10_6_7_E_a""st._e-rb_o_o_k _C_re-sc_e_n_t -t---M-i-lt-on--~-· ·----3-.-37-5--i

112 11-0944 575 Hillview Road Cambridge 5.400 -----i------+----------i--~---""'-+-----·-·-113 10-0515 5466 Tasha Drive Mississauga 4. 275

114 11-0991 178 Willet Terrace Milton 2.475 115 11 ·0984 37 Mynden Way Newmarket 5.400

,_...;;.1"'""16;;_-1-...,1--1-..;1'"'.'1 '='51-=---t-:4:-:::8-::-3 ~H:--e-art-::-hw"'"o-o'-:d:-:D:-n:-.v-e--t·-:-::Kl::-tc-:-h-e . .;.;ne-r--t~-., 6. 975

,..,._.117 11~1262 9 Renfrew Thorold :.MOO 118 10·0569 Z5 Law Drive Guelph Z.700 119 11-1178 20 Sinclair Street Guelph 2. 700 120 11-1396 3961 Parkgate Dr Mississauga 2. 925

'121 10-0784 6296 St. John's Side Road Stouffvllle 12.150 122 11-0921 9 Lunqy Drlve Markham 5.625 123 11-1167 11 CastleviewCrescent Markham 5.850 124 11·1171 107 Princess Diana Drive Markham 7.425 1'25 11·1748 153 Courtney Crescent Barrie 2.475 126 11-2225 58 Ontario Street Brantford 2. 700

Projects not comgleted

127 10-0204 3 Falrside Drive Bradford -~-,,.,-_,.,,.....,..__

128 11-2087 1058 Gorham Way Milton -- 129 11-7914 46 Arbor Drive Brantford

N N ~


Applicant

- and - RA SOLAR LEASING lNC.

Respondent



{Commercial List)


APPROVAL AND VESTING ORDER

FOGLER, RUBINOlfl<' LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95 TD Centre Toronto, Ontario M5K 1 G8

Vern W. DaRe (LSUC# 32591E 1D) Tel: 416-941-8842 Fax: 416-941-8852

Lawyers for the court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited

tab G

Court File. Number:

Superior Court of Justice Commercial List

FILE/DIRECTION/ORDER

AND

CV..-, t.. ... 'i ~bf .... OfJ c_\,.

Plainliff(s)

Defendant(s)

Case Management D Yes D No by Judge:---------

Counsel Tele hone No: Facsimile No:

c ceri D Order D Direction for R gistrar (No formal order need be taken out) D Above action transferred to the Commercial List at Toronto (No formal order need be taken out)

D Adjourned to: ___________ _ D Tirne Table approved (as follows);

Date Judge's Signature

D Additional Pages / {? 7

123

/I

Page_;( ___ of 7

Court File Number: ----------Superior Court of Justice

Commercial List


Judges Endorsment Continued

/l(6 -

,,

Judges Initials _____ _

124

Page 3 of--+--2--

Court File Number:----------





125

Page tf • of_"?_,_______

Court File Number: ----------Superior Court of Justice

Commercial List



Judges Initials ____ _

N.

126

Page :{"' of_7+---

Court File Number: -----------Superior Court of Justice

Commercial List




127

Page -=b__.___ of .7

Court File Number:


-----------




128

Page -1~- of_/ __

Court File Number: ------------Superior Court of Justice

Commercial List




129

·1~

CAN_ADIAN SOLAR SOLUTIONS INC Applicant ·

-and- RA SOLAR LEASING INC Respondent . ·

Court File No. CV-1.2-9861-00CL


(Commercial List) ·

Proceedings commenced ·at Toronto

COST SUBMISSIONS OF BOO CANADA LIMITED

FOGLER, RUBINOFF LLP Lawyers 77. King .~treet West Suite 3000, TD Centre Toronto, Ontario M5K 1 G8

Vern W. DaRe (LSUC# 3 . Tel: _416-941-8842 2591E1 D) .

Fax: 416-941-8852

~wy~rs for the court-appointed ecewer of RA Solar Leasin 1

BOO Canada Limited . . g nc.,

' i

,, ". ,, f I 1. l'lli

~J

I r . '!@" .ff_ ,.

·-- - ~. . ~£t-- #"' 4: ft! /Ad.R'-1~ ~(_,, v C<.v\ ~~CL_ 131

Jn ~ (D qu_,, wJ.,IL.U 4-v- a di"- c..( ~ L- '1 J;i {J

~~tl. .

. rJl-t ·?-rJJfi b.yU ~ ~~ <M ~ ~ . ~~;-,~l~·~7µ_, ·~~?{yu-.c>~~~~~ ~~· ~ Co:> ob J? '."' .. ?, ~ M v.':.i~ 7 oe.0~9'~ oc...J ~ ~ k v ~'of

4:, 7 ~ CAY fa a.,vt L(' I"'-< ;6 ~ 'D 0 ~ "" ~o~S·.

. :;·.. .

. ... . ~,.··

... . ; .. ~

; . '\.

..

THE HONOURABLE



(COMMERCIAL LIST)

THURSDAY, THE 29TH DAY OF JANUARY, 2015 and

MR. JUSTICE NEWBOULD

) ) ) ) )

BETWEEN:

TUESDAY, THE 17TH DAY OF MARCH, 2015


- and -


Applicant

Respondent

ORDER

THIS MOTION, made by Heliene Finance Inc. for an Order granting it permission to

institute an action against BOO Canada Limited ("BOO") for: damages allegedly suffered

while BOO acted as receiver over certain assets of the Respondent, was heard on

January 29, 2015 at 330 University Avenue, Toronto, Ontario, with submissions as to

costs of BOO having been heard in writing with reasons released on March 17, 2015.

ON READING the Motion Record of Heliene Finance Inc., the Responding Motion

Record of BOO, the Supplementary Affidavit of Martin Pochtaruk dated January 27,

2015, on hearing the submissions of counsel for the Applicant, counsel for BOO and

7860496. l

132

·-2.-

counsel for Heliene Finance Inc., on being informed that the costs of the motion as

between the Applicant and Heliene Finance Inc. have been agreed, and on reading the

costs submissions of BOO and the responding costs submissions of Heliene Finance

Inc.,

1. THIS COURT ORDERS that the motion is dismissed.

2. THIS COURT FURTHER ORDERS that BOO is entitled to its costs of the motion

on a substantial indemnity basis in the amount of $35,000.00, inclusive of

disbursements and taxes, which amount shall be paid by Heliene Finance Inc. to

BOO within 30 days from March 17, 2015, and for greater certainty, shall be paid

on or before April 17, 2015.

3. THIS COURT FURTHER ORDERS that the Applicant is entitled to its costs of

the motion, which have been agreed to in the amount of $1,500.00, inclusive of

disbursements and taxes, which amount shall be paid by Heliene Finance Inc. to

the Applicant within 30 days from March 17, 2015 and for greater certainty, shall

be paid on or before April 17, 2015.

THIS ORDER BEARS INTEREST at the rate of 3 per cent per annum commencing on April 17, 2015

7860496. l

G. Argyropoulos, Registrar Superior Court of Justice

EJ·i~·;;:;~~·~C 1\T / li';s;::~11iT ,\ Tt.Jf-~Q\jTQ <JN i [1()CJi\ NC). LE/ D/\f\lS L[ f\EG:sTm:: NO

APR 8 ~ 2015 f'j

"¥)) «"

133

CANADIAN SOLAR SOLUTIONS INC. Applicant

7860496.l

and RA SOLAR LEASING INC. Respondent



{COMMERCIAL LIST)

ORDER

WEIRFOULDS LLP

Barristers & Solicitors

TD Bank Tower

66 Wellington St. W., Suite 4100

Toronto, ON M5K 1 B7

Paul D. Guy (LSUC #49794K)

Scott McGrath (LSUC #59346K)

Tel: (416) 365-1110

Fax: (416) 365-1876

Lawyers for the Applicant

tab H

REVENUE SETTLEMENT AGREEMENT R

TH IS AGREEMENT is made as of the 19_ day of July, 2014.

B E T WE E N:


(hereinafter caIIed 11C SSI 11)

AND

HELIENE FINANCE INC.

(hereinafter called "H eliene")

AND


(hereinafter called 11R A Solar 11)

WHERE AS by way of an order of the Ontnrio Superior Court of Justice dated November 26, 2012, BDO Cmrnda Limited was appointed as receiver for RA Solar (the 11 Recelver 11

) and by order of such court dated April 25, 2013, CSSI acquired from the Receiver certain residential rooftop solar projects previously the propetty of RA Solar;

WHERE AS some of the revenue from certain of such projects has accumulated in an account with Royal Bank of Canada ("RB C 11

) (Account No. 2482·1001288) (the "Account"); nnd some of the revenue has accumulated in an account maintained by the Receiver (the "R ecel ver Account");

W H ERE AS RA Solar and Hcliene have rights in the revenue generated by the projects listed on Schedule A attached hereto (the "Ra-Hell en e Projects") which revenue accumulated in the Account and in the Receiver Account with a total amount of $21,021.51, also as listed in Schedule A;

AND WHEREAS the parties hereto desire to set out the respective payments out of the Account;

N 0 W THERE F 0 RE IN C 0 NSI DER ATI 0 N of the mutual covenants in this Agreement and of other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:

ARTICLE 1 SETTLEMENT TERMS

Out of the funds in the Account, (i) RA Solar shall be paid $ l3j283.94 (out of which amount RA Solar will pay $5,546.37 to Morris & Morris LLP), (ii) Heliene shall be paid $7,737.57 and (iii)

135

2

the remainder the funds in the Acc0ll11t shall be paid to CSSI. Any further revenue deposited to the Account (or a successor account) derived from the Ra-Helienc Projects shall be paid by CSSI to RA Solar and to Heliene on a 50150 basis. Any further revenue deposited to the Account from projects other than the Ra-Heliene Projects shall be the property of CSSI.

\ l. RA Solar and Heliene hereby acknowledge and agree that any claims that they may have had to ,. I the amounts on deposit in the Receiver Account have been satisfied by the payments from the Account.

AR Tl CLE 2 RELEASES

Upon receipt of the fixed dollar amounts required to be paid under this Agreement, each of the pa1ties hereto, on behalf of itself and its successors and assigns, hereby forever releases and discharges each other pa1ty, its respective successors and assigns from all claims, demands or causes of action that it may now have or which may hereafter accrne in connection with amounts on deposit in the Account, subject to each paity's right to enforce this Agreement.

ARTICLE 3 RBC ACCOUNT

RA Solar acknowledges that, although the Account has been designated by RBC as an account of RA Solar, the Account should have been designated us an account of CSSI.

ARTICLE 4 FURTHER ASSURANCES

Each party shall do such acts and shall execute such further documents and will cause the doing of such acts and will cause the execution of such further documents as are within its power as the other party may in writing at any time and from time to time reasonably request be done or executed, in order to give full effect to the provisions of this Agreement. Without limiting the foregoing, RA Solar and Heliene shall provide any reasonable assurance to RBC which RBC may request with regard to releasing the Account to CSSI.

ARTICLE 5 APPLICABLE LAW

This Agreement shall be constrned and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein.

ARTICLE 6 SUCCESSORS AND ASSIGNS

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

136

3

IN WITNESS WHERE 0 F, this Agreement has been executed by the parties as of the date first written above.


Per: Name: Ken Rowbotham Title: Dil'ector, Projects and Structured Finance

HELIENE FINANCE~'

Per: n:.ff:f~v .~ Name: Martin Pochtaruk Title: President

RA SOLAR LEASING IN

Per: Name: Steven Marshall Title: President

137

138

4

SCHEDULE A

LIST OF RA·HelieneSOLAR PROJECTS

1. 12 Hallcrest Ave, St. Catharines $ 1,534.27 2. 161 North Meadow Crescent, Vaughan, ON $ 2,485.91 3. 272 Sanford Avenue North, Hamilton, ON $ 1,627.24 4. 3135 Orleans Road, Mississauga, ON $ 1,665.57 s. 4250 Tom ken Road, Mississauga, ON $ 2,006.41 6. 7012 Hickling Crescent, Mississauga, ON $ 1,702.46 7, 75 Wendy Court, Cambridge, ON $ 4,388.21 8. 8 Gaydon Way, Brantford, ON $ 5,188.16

9. 3275 Bishop Strachan Court, Mississauga, ON $ 423.27

$ 21,021.50

K:\llfilliniorc\WPDatn\Cmiadinn Solar\Sccondmcn1\Hclicnc\Rcvcnuc Sctllcmcnl Agreement Rl3C Account V2.doc

tab I

District of ONT ARIO

Division No. 09 - Toronto

Court No. CV-12-9861-00CL

Estate No. 31-457250

IN THE MATTER OF THE RECEIVERSHIP OF


Form 12

Final Statement of Receipts and Disbursements

RECEIPTS

1. ASSET REALIZATION

Accounts receivable s 28,761.93

Generation receipts 418,596.67

2. OTHER

Net advances from secured creditor 241,564.55

Costs awarded 35,000.00

Interest earned 1,714.59

TOTAL RECEIPTS

DISBURSEMENTS

3. FEES PAID

To Official Receiver s 70.00

4. OPERATING EXPENSES

Computer services 2,044.99

Insurance 42,471.60

Newspaper advertisement 1,776.12

Outside consulting 36,873.49

Rental payments to homeowners 57,535.00

5. FEDERAL AND PROVINCIAL TAXES

HST paid on disbursements 6,596.92

HST paid on legal fees 26, 101.58

HST paid on Receiver's remuneration 37,386.55

6. MISCELLANEOUS

Search fees 25.00

Bank charges 20.00

Travel 289.89

Other miscellaneous disbursements 372.00

Legal fees/ disbursements 201,035.26

Receiver's fees and costs 285,694.32

TOT AL DISBURSEMENTS

139

s 447,358.60

278,279.14

s 725,637.74

s 70.00

140, 701.20

70,085.05

487,436.47

s 698,292. 72

District of ONTARIO

Division No. 09 - Toronto

Court No. CV-12-9861-00CL

Estate No. 31-457250

IN THE MATTER OF THE RECEIVERSHIP OF


Form 12 ·Concluded (RA SOLAR LEASING INC.)

Note: How much of the total disbursements was paid for

services provided by persons related to the receiver?

Amount available for distribution

Represented by:

$

$ 27,345.02

Unmatched Deposits

General funds

$ 18, 182.57

9, 162.45 s 27,345.02

Dated at the City of Mississauga in the Province of Ontario, this 21st day of April, 2015.

BOO CANADA LIMITED

in its capacity as Receiver of specific assets of

RA Solar Leasing Inc., and not in its personal capacity

Per:

Senior Vice President

140

tab J

BETWEEN:


(COMMERCIAL LIST)

Court File CV12-9896-00CL


Applicant

- and -


Respondents

AFFIDAVIT

I, Eugene P. Migus, of the Town of Caledon, in the Province of Ontario, MAKE OATH

AND SAY THAT:

1. I am a Senior Vice President and a licensed trustee in bankruptcy with BOO

Canada Limited ("BOO"), Receiver of all of the assets, rights, property, and

undertaking of RA Solar Leasing Inc. ("RA Solar") associated with, arising out

of, or in any way or manner related to any and all of the projects funded in

whole or in part by Canadian Solar Solutions Inc. ("CSSI") pursuant to the

Master Purchase Agreement dated November 10, 2011 (the "MPA") between RA

Solar, RA Solar Inc. and CSSI (the "Projects"). As such, I have knowledge of the

matters hereinafter deposed to.

2. BOO Canada Limited was appointed as Receiver pursuant to the order of the

Honourable Justice Newbould made November 27, 2012 (the "Receivership

Order") on an application by CSSI.

141

I .i

3. RA Solar was in the business of leasing rooftops from homeowners for the

purpose of installing photovoltaic solar power generating facilities that comply

with the requirements of the Ontario MicroFIT Program.

4. As intended by the Applicant, CSSI, the Receiver was appointed to, among

other things, conduct a marketing and sale process of the Projects.

5. Pursuant to the Receivership Order, the Receiver performed the services which

are more particularly described in the detailed accounts attached hereto and

marked as Exhibit "A".

6. The time incurred with respect to the foregoing administration of this

receivership from March 31, 2013 is as follows:

Name Position Rate Hours Fees

Migus, Eugene Trustee and Senior Vice President s 526.59 72.70 s 38,283.00 Siciliano, Vince Trustee and Senior Vice President 575.00 4.75 2,731.25 Naumis, Peter Trustee and Senior Vice President 371.82 1.65 613.50 Porter, Christopher Trustee and Vice President 375.00 1.00 375.00 MacNei~ Jason Senior Manager 330.00 0.20 66.00 Sagolili, Nicole Senior Administrator 260.17 189.70 49,354.50 Wong, Nathan Senior Administrator 175.00 4.30 752.50 Champs!, Al·Amyn Senior Financial Analyst 180.00 3.00 540.00 Morataya, Mario Junior Administrator 99.74 15.45 1,541.00 lannilli, Franca Office 148.00 8.50 1,258.00 McCreath, Jan Office 132.00 18.10 2,389.20 Dula, Lou Accounting 135.00 52.90 7, 141.50

Subtotal Administrative fee

$282.19 372.25 105,045.45 4,201.82

Total to April 2, 2015 Estimate of time to complete administration Harmonized Sales Tax on the above

TOTAL

109,247.27 7,500.00

15, 177.15

s 131, 924.42

7. The time shown in the detailed accounts attached as Exhibit "A" is a fair and

accurate description of the services provided and the amounts charged by the

142

Receiver, which reflect the Receiver's time as billed at its standard billing

rates. BDO's average hourly rate is $282.19. In addition, BOO estimates it will

incur an additional $7,500 in fees and disbursements to complete its

administration.

8. The Receiver requests Court approval of professional and administrative fees

totalling $116,747.27 (being actual time to April 2, 2015 totalling $109,247.27

plus an additional $7,500 to complete its administration) plus applicable

Harmonized Sales Tax for the services performed since March 31, 2013.

9. This affidavit is sworn in support of the Receiver's motion for, among other

things, approval of its fees and those of its legal representatives and for no

other or improper purpose.

SWORN BEFORE ME at the City of Mississauga tµ= a Commissioner etc. in and For the Province of Ontario

hilt Hmll,1 Qimmluioner, de,. Province orcJntario, nr nixmllda u.r, <'tlllard Atcolnalan lll~l'wdlLln11lOll,T11Sccin&ntn¢yml il•ir~am1at111amalfdm L.,.11US Apil 24, 1Jl8.

143

Exhibit "A" (I A_ f'

• n-1. ·b· 6<' rcfe~ to in the This 15 &!'111 It•••••••········ /( ~,..

Affidavit of .. ~ ~ .... '. ..... ~j~-' JA/_< Date swombeli s.l.?.:dayortjl!!'-!YJ:Jffiifi Particulars

1 ·Apr t3 S~l!J.,..Ni~le 3.00 Arrange for mailing of homeowner rent payments; ....... ..:.L. .. K.: .. ~~···· respond to e-mails from Bernie Li (Pure Energies); A ·ssioner for taking AffidaVlts work on second report to court; e-mail to Vern DaRe

retcr Naumis,a Cnmmissioncr, dc.,Provillllll orOnllrio. fl! lllXI ('an.W IJ.I'. fhllald ~ nl lllX >< 'anada Umilcd. Tnistce in l!ankn¢Y aa:I

1=r$ .• ~~e

2-Apr-13 Migus, Eugene

2-Apr·13 Sagolili, Nicole

3 ·Apr-13 Sagolili, Nicole

4-Apr·13 Sagolili, Nicole

4·Apr-13 Migus, Eugene

4-Apr-13 Dula, Lou

5·Apr·13 Dula, Lou

5-Apr·13 Migus, Eugene

(Foglers Rubinoff LLP) regarding homeowner issues and Pure Energies; correspond with Chris Stem and Todd Larman (Pure Energies) regarding accounts receivable; prepare cheque requisitions.

0.60 Discussion with Canadian Solar (Pat Pavlik, James Gittens) regarding their comments on the draft asset purchase agreement; instructions to Nicole Sagolili; follow-up on funding requests; instructions to Fogler, Rubinoff LLP (Vern DaRe); approve and execute correspondence.

0.35 Review updated draft documents circulated by Fogler, Rubinoff LLP; updates from Nicole Sagolili.

2.25 Prepare deposit; prepare cheque requisition; update to Eugene Migus; various correspondence with and phone call to Pat Pavlik (Canadian Solar) regarding funds requested; phone call with Vern DaRe (Foglers Rubinoff LLP) regarding Pure Energies; correspond with Chris Stern (Pure Energies) regarding receivable; revise and circulate release for Pure Energies receivable.

2.50 Various phone calls with Vern DaRe (Foglers Rubinoff LLP); homeowner phone call; look into homeowner cheque issue; prepare cheque requisition; review of various correspondence from Pure Energies regarding LDC receipts; review, update, and distribute acknowledgment agreement to homeowner; arrangements for mailing of homeowner payments.

1. 50 Phone calls with homeowner (T. Cosic) regarding acknowledgment agreement, and phone call from lawyer; various correspond with Pat Pavlik (Canadian Solar) regarding Pure Energies documentation, and Fairside and Gorham projects; correspond with Bernie Li (Pure Energies) regarding copy of MicroFIT contract; review of various e-mails; review status of homeowner payments.

0.10 Approve deposit; approve cheque requisition.

0.70 Phone discussion with bank regarding direct deposit; received fax confirmation; processed deposit and cheque.

0.80 Posted direct deposit; processed cheque; phone discussion with bank regarding direct deposit; received fax confirmation.

1. 95 Telephone discussion with Pat Pavlik on various issues; follow-up with Fogler, Rubinoff LLP; telephone discussion with Icarus (Gus); communication with Fogler, Rubinoff LLP (Vern DaRe) on status of agreements with Canadian Solar, issues with Heliene

144

145 Exhibit "A"

Date Name Hours Particulars

Homes and their effects on closing; follow-up communication with Pat Pavlik; review draft report.

5-Apr-13 Sagollll, Nicole 3.50 E-mail to and phone call with Chris Stern (Pure Energies) regarding receivable; discussion with Eugene Migus; update formatting of court report and prepare appendices; phone call from Pat Pavlik (Canadian Solar); review and obtain documentation for homeowner payments; prepare cheque requisitions for homeowner payments; prepare deposit slip.

7-Apr-13 Sagolili, Nicole 3.25 Review documentation for homeowner rent payments, and prepare numerous cheque requisitions; review of listing of homeowner payments to be paid; respond to e-mail from Pat Pavlik (Canadian Solar); prepare listing of homeowner payments made to date, as per Pat Pavlik's request; put together appendices for 2nd court report.

8-Apr-13 Sagolili, Nicole 4.00 Review and respond to e-mail from Pat Pavlik (Canadian Solar} regarding homeowner payments; draft correspondence and arrange for mailing of homeowner payment; obtain and review documentation for homeowner rent payments and prepare various cheque requisitions; follow-up with Pat Pavlik regarding various matters; review lease agreements for Fairside, Gorham, and Arbor; draft correspondence to homeowner regarding lease agreement assignment; respond to various homeowner phone calls; instructions to Jan McCreath and Awosedo regarding incoming cheques; file various documents; various instructions to Jan McCreath.

8-Apr-13 Migus, Eugene 1.40 Various communication with Canadian Solar (Pat Pavlik}; review proposed revisions to asset purchase agreement by Canadian Solar; related communication with Fogler, Rubinoff LLP; review and approve monthly bank reconciliation; instructions to Nicole Sagolili; approve cheque requisitions; follow-up discussion on GST /HST issu.es; finalize correspondence.

8-Apr-13 lannllli, Franca 0.60 Sort and scan 29 cheque requisitions.

8-Apr-13 Dula, Lou 2.50 Posted direct deposits, proceesed cheques.

8-Apr-13 McCreath, Jan 2.50 Prepare letters to homeowners; lookup postal codes in Canada Post website; photocopy cheques; scan signed letters to directory; prepare mailing labels; letter to Alvin Lue; finalize letter to Homeowner located at174 Sherwood Rd.

9-Apr-13 Dula, Lou 0.30 Phone discussion with bank regarding direct deposit, received fax confirmation.

9-Apr·13 Migus, Eugene 3.75 Follow-up with Fogler, Rubinoff LLP on status of asset purchase agreement; continue editing draft report.

9-Apr-13 Naumis, Peter 0.10 Deposit.

9-Apr-13 Sagolili, Nicole 0.50 Respond to homeowner inquiry; review deposit

10·Apr-13 Sagolili, Nicole

10·Apr-13 Migus, Eugene

10·Apr-13 lannflli, Franca

10-Apr-13 Dula, Lou

10-Apr-13 McCreath, Jan

10-Apr-13 Morataya, Mario



11-Apr-13 McCreath, Jan

11-Apr-13 Dula, Lou


12-Apr-13 Porter, Christopher

12·Apr-13 Dula, Lou

15-Apr-13 Dula, Lou


15-Apr-13 Sagolili, Nicole

Exhibit "A"

Hours Particulars

information from Lou Dula; correspond with Lou Dula regarding wire transfer information; instructions to Mario Morataya regarding deposits; correspond with Neal Cohen (Pure Energies) regarding accounts receivable release and funds.

1.50 Respond to homeowner inquiry; review correspondence from Lou Dula regarding deposits; instructions to Mario Morataya and Jan McCreath regarding deposits and cheque requisitions; make revisions to report to court.

2.40 Continue editing draft report; telephone discussion with Icarus Power Generation Inc. (Gus); update Schedule A to the Asset Purchase Agreement; review and execute Asset Purchase Agreement, Fee Agreement; related discussion with Fogler, Rubinoff LLP (Vern DaRe) including arrangements for court application; approve deposit slips and cheque requisition; follow-up with Nicole Sagolfli on miscellaneous matters; follow-up with Christopher Porter.

0.20

1.00

0.30

0.20

0.20

1.30

0.40

0.30

0.60

Miscellaneous.

Phone discussion with bank regarding direct deposit; received fax confirmation; posted entry of previous direct deposit; processed cheques.

Scan documents.

Cheque requisition.

Cheque requisition.

Insurance Change form.

Letters to homeowners; photocopy cheques.

Processed deposit; posted direct deposit.

Review additional information provided by Nicole Sagolili; telephone discussion with Icarus Power (Gus); follow-up with Fogler, Rubinoff LLP on court application and preparation of related materials.

0.50 Call targets regarding next steps; review, annotate and forward target list to CSSI.; voicemail to Eugene Migus regarding same.

0.20 Processed cheque.

0. 70 Bank reconciliation; processed cheques.

0.95 Review comments from Fogler, Rubinoff LLP; update draft report; review and approve various cheque requisitions; execute mutual release with Pure Energies; discussion with Christopher Porter.

2.00 Review of status of bank account; prepare cheque requisitions; look into and respond to various homeowner inquiries; correspond with Pat Pavlik (Canadian Solar) regarding homeowner issue;

146

147 Exhibit "A"


correspond with Gus Kokkoros and John Cobb (Icarus Power) regarding cheque and bid deposit.

16-Apr-13 Sagolilf, Nicole 2.75 Look into and respond to various homeowner inquiries; prepare cheque requisitions; review and distribute executed homeowner acknowledgment agreement; correspond with Pat Pavlik (Canadian Solar) regarding 3 incomplete projects; instructions to Gus Kokkoros (Icarus Power) regarding 3 incomplete projects; correspond with Bernie Li (Pure Energies) regarding 2 incomplete projects; correspond with John Cobb (Icarus Power); arrange for malling of homeowner payments and draft correspondence; file various documents.

16-Apr· 13 Porter, Christopher 0.50 Follow-up.

16-Apr-13 Mlgus, Eugene 1.70 Finalize affidavit; update court report; approve cheque requisition.

16-Apr-13 Dula, Lou 0.40 Processed cheques.

16-Apr-13 McCreath, Jan 0.40 Prepare homeowner letters; prepare correspondence.

17-Apr-13 Dula, Lou 0.30 Phone discussion with bank regarding electronic funds transfer; received fax confirmation.

17-Apr-13 Migus, Eugene 1.25 Finalize report and appendices.

17-Apr-13 Sagolili, Nicole 4.00 Look into and respond to homeowner Inquiries; arrange for return of deposit to Icarus Power; discussion with Eugene Migus regarding court report; e-mail and voice-mail to Martin Pochtaruk (Helien Inc.) regarding 4 projects; discussion with John Cobb (Icarus Power); correspond with Neal Cohen (Pure Energies) regarding wire transfer; correspond with Lou Dula regarding wire transfer; prepare deposit slip; make revisions to court report, prepare finalized version of court report and appendices, and e-mail to Vern DaRe (Foglers Rubinoff LLP); recirculate court report to Vern DaRe due to e-mail errors; follow-up with Bernie Li (Pure Energies) regarding 3 incomplete projects; instructions to Michelle Martinovic (Icarus Power) regarding receipt reconciliation; arrange for mailing of homeowner payment; obtain and review documentation for homeowner rent payments and prepare various cheque requisitions.

18-Apr-13 Sagolilf, Nicole 1.25 Make various changes to court report; various correspondence with Vern DaRe (Foglers Rubinoff LLP); correspond with Gus Kokkoros (Icarus Power) regarding RA Solar e-mail account; correspond with Gilbert Boothman (Net Solutions) regarding e-mail account; correspond with Pat Pavlik (Canadian Solar).

18-Apr-13 Mlgus, Eugene 0.10 Approve deposit slip; review and approve cheque requisitions.

18-Apr-13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposits; received fax confirmation; processed cheques.

148 Exhibit "A"


19-Apr-13 Dula, Lou 0.20 Posted incoming wire transfer.

22-Apr-13 Dula, Lou 0.30 Phone discusion with bank regarding direct deposit; received fax confirmation.

22-Apr-13 Migus, Eugene 0.25 Approve cheque requisition(s) and/or sign cheque{s); telephone update from Fogler, Rubinoff LLP (Vern DaRe).

22-Apr· 13 Sagolili, Nicole 0.50 Review of e-mails from Gus Kokkoros (Icarus Power); e-mail to Catalina Sanchez (Pure Energies) regarding contact information for 46 Arbor Drive; prepare ~eposit slip.

23-Apr· 13 Sagolili, Nicole 0.25 Review status of bank account and status of homeowner payments.

23-Apr-13 Dula, Lou 0.20 Posted direct deposits.

24-Apr-13 Sagolili, Nicole 2.25 Look into and respond to homeowner inquiry; review Invoice from Icarus Power and save onto network; review status of unpaid invoices; prepare various cheque requisitions; follow up with John Cobb and Michelle Martinovic (Icarus Power) regarding various matters; review status of homeowner payments and update spreadsheet; review and obtain documentation for homeowner payments; prepare cheque requisitions for homeowner payments.

24-Apr-13 lannilll, Franca 3.00 Prepare report copy and appendices for court.

25-Apr· 13 Migus, Eugene 2.25 Prepare for court application; attend court for sale approval motion; approve cheque requisitions.

25-Apr-13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.

25-Apr-13 McCreath, Jan 0.50 Letters to homeowners.

25-Apr-13 Siciliano, Vince 0.50 Various discussion with Eugene Migus and Fogler, Rubinoff LLP (Vern DaRe).

26·Apr-13 Mlgus, Eugene 0.30 Arrange updates to website; communication with Canadian Solar; approve cheque requisltion(s) and/or sign cheque(s).

26-Apr· 13 Dula, Lou 0.60 Processed cheques.

26-Apr·13 Sagolili, Nicole 0.25 Various correspondence with Pat Pavlik (Canadian Solar) and Vern DaRe (Fogler Rubinoff LLP) regarding HST information.

28-Apr-13 Sagolili, Nicole 0.10 Review e-mail from Lou Dula; instructions to Mario Morataya.

29-Apr-13 Sagolill, Nicole 0.50 Review of deposit Information from Lou Dula; Instructions to Mario Morataya; correspond with Mary· Jo Corkum (Milton Hydro) regarding direct deposit; phone call to homeowner (Barry White); send e-mail to Pat Pavlik regarding homeowner issue.

29·Apr·13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.

Date Name


29-Apr-13 McCrea th, Jan




30-Apr-13 Dula, Lou

30-Apr· 13 Sagolili, Nicole

1-May-13 Dula, Lou

19-Apr-13 Sagolilf, Nicole

1 ·May-13 lannilli, Franca

1-May-13 McCreath, Jan

1-May-13 Migus, Eugene

1 ·May-13 Sagolili, Nicole

2-May-13 Dula, Lou


2-May-13 Sagolili, Nicole


6-May-13 Dula, Lou


6-May·13 Sagolili, Nicole

Exhf bf t "A"

Hours Particulars

0. 35 Review and execute correspondence; instructions to Nicole Sagolili; approve cheque requisition(s) and/or sign cheque(s).

0.20 Prepare draft letters to homeowners.

0.15 Deposit slip for direct deposit.

0.15 Deposit.

0.60 Communication from Fogler Rubinoff LLP regarding closing, completion of HST exemption election form; update from Nicole Sagolili; approve deposit; approve cheque requisition and/or sign cheques.

0.60 Phone discussion with bank regarding direct deposit; received fax confirmation; posted direct deposit.

2.50 Review of deposit information; phone call from Lou Dula regarding direct deposits; prepare deposit slip; arrange for mailing of homeowner payments; review of Pure Energies documentation; correspond with John Cobb (Icarus Power); correspond with Michelle Martinovic (Icarus Power); update to Eugene Migus;phone call with Pat Pavlik (Canadian Solar) regarding various matters; various e-mails and phone calls with Vern DaRe (Fogler Rubinoff) regarding correspondence from Pure Energies; draft correspondence to Pure Energies and circulate to Vern DaRe.

0.20 Posted direct deposit.

0.50 Review of revenue reconciliation spreadsheet prepared by Michelle Martinovic (Icarus Power); correspond with Michelle Martinovic; arrange for courier of documents to Vern DaRe (Fogler, Rubinoff LLP).

0.30

0.40

0.35

0.25

0.20

0.60

0.25

0.75

0.40

0.35

2.75

Miscellaneous administrative matters.

Finalize correspondence.

Instructions to Nicole Sagolili; review account of Fogler, Rubinoff LLP.

Arrange delivery of cheques.

Processed cheque requisitions.

Miscellaneous administrative matters; review and approve monthly bank reconciliation.

Phone call from Vern DaRe (Fogler, Rubinoff LLP).

Review of various e-mails received; phone call from homeowner; review of direct deposit information; instructions to Mario Morataya.

Processed cheque requisitions.

Communication from Fogler, Rubinoff LLP; approve cheque requisitions; communication with Canadian Solar (Pat Pavlik).

Save various files onto network; look into and respond

149

7-May-13 Dula, Lou


7-May-13 Sagolill, Nicole


8-May-13 Morataya, Mario


9-May-13 Dula, Lou

9-May-13 lannilll, Franca

9-May-13 McCreath, Jan


9-May-13 Sagollli, Nicole

13-May· 13 MacNeil, Jason


13·May·13 Sagolili, Nicole

Exhibit "A"

Hours Particulars

0.50

0.30

1.25

0.40

0.15

0.60

to homeowner inquiry; summarize LDC statements provided by Pure Energies and identify missing documents; respond to inquiry from Pat Pavlik (Canadian Solar).

Posted direct deposit; processed cheque requisition; phone discussion with bank regarding direct deposit; received fax confirmation.

Instructions to Nicole Sagolili; communication from Fogler, Rubinoff LP.

Look Into and respond to various homeowner inquiries; set-up access in Firmex; draft correspondence to Pure Energies.

Communication with Fogler, Rubinoff LLP (Vern DaRe); edit draft correspondence; communication with WeirFoulds LP; sign cheques.

Processed deposit.

Arrangements for mailing of homeowner payments; set-up access In Firmex for Canadian Solar; correspond with Michelle Martfnovic (Icarus Power); respond to inquiry from Pat Pavlik (Canadian Solar).

1.00 Phone discussion with bank regarding direct deposit; received fax confirmaiton; processed cheque requisition, posted direct deposit; bank reconciliation.

0.60 Photocopy cheque and mail to FCA Insurance; finalize letter to Solar Pure Energies Inc.

0.30 Prepare letters to homeowners; photocopy cheques.

0. 10 Execute correspondence.

2.00 Review of spreadsheets provided by Michelle Martinovic (Icarus Power) and provide Instructions; correspond with Gus Kokkoros regarding incomplete projects; obtain missing username and password to OPA portal; e-mail to Gilbert Boothman regarding access to e-mail account; arranged for access to Firmex data room; prepare deposit slip; review status of homeowner payments; review and respond to various e-mails from Pat Pavlik (Canadian Solar); draft correspondence to homeowner.

0.20 Review GST 44 ·What name and number to put as supplier.

0.45 Approve deposit slip; approve correspondence; discussion with Nicole Sagolili on HST issues; related communication with Fogler, Rubinoff LLP (Vern DaRe).

3.75 Upload documents to data room; review correspondence from Pat Pavlik (Canadian Solar); phone call with Pat Pavlik regarding closing issues; leave message for Karen Chapman regarding lockbox; discussion with Jason MacNeil regarding HST election issue; discussions with Eugene Migus; review of

150

151 Ex hf bit "A"


documentation from Pure Energies and update summary of receipts received by Pure Energies.

14-May-13 Dula, Lou 0.10 Posted direct deposit.

14-May-13 McCreath, Jan 0.20 Finalize letters to MacCormacks.

14-May-13 Migus, Eugene 0.30 Approve correspondence; review and approve form of receiver's certificate.

14-May-13 Sagolili, Nicole 4.00 Phone call with Karen Chapman (RBC) regarding lock-box; phone call with Vern DaRe (Fogler, Rubinoff LLP); review of documentation provided by Pure Energies regarding revenue received; send e-mail to Neal Cohen (Pure Energies) regarding outstanding information; prepare schedule of outstanding administration costs; follow-up with Gus Kokkoros (Icarus Power) regarding outstanding invoices; correspond with Michelle Martinovic (Icarus Power); review status of homeowner payments; obtain and review documentation for homeowner payments, and prepare various cheque requisitions.

15-May-13 Dula, Lou 1.10 Phone discussion with bank regarding uncashed cheques and issued stop payment; received fax confirmation and void/cancelled cheques; processed cheque requisitions.

15-May-13 Migus, Eugene 0.15 Approve cheque requisition(s) and/or sign cheque(s).

15-May-13 Sagolili, Nicole 2.75 Correspond with and instructions to Michelle Martinovic (Icarus Power); correspond with Gus Kokkoros (Icarus Power) regarding invoices; correspond with Angella White (RBC) regarding bank account; look into various homeowner cheques that got returned; correspond with various homeowners; arrange for mailing of various homeowner cheques; correspond with Lou Dula regarding stop payment; prepare cheque requisition; contact Pat Pavlik (Canadian Solar) regarding homeowner's solar panel issue, and regarding lock-box transition; conference call with David Rozin and Ruth Upward (RBC) regarding lock-box transfer.

16-May-13 Sagolfli, Nicole 1.75 Correspond with Pat Pavlik (Canadian Solar); arrange for courier of documents to Michelle Martinovic (Icarus Power); prepare estimate of additional administration costs; correspond with Gus Kokkoros (Icarus Power); respond to homeowner inquiry; correspond with David Rozin and Ruth Upward (RBC) regarding lock-box matters.

17-May-13 McCreath, Jan 0.20 Homeowner letter to MacCormacks.

17-May-13 Migus, Eugene 0.60 Review communication from Canadian Solar regarding preparation for closing; related discussion with Fogler, Rubinoff LLP (Vern DaRe) including necessity of indemnity agreement, waiver of closing adjustments; review various matters with Nicole Sagolili.

Date Name

17 -May-13 Sagolili, Nicole


22-May-13 Dula, Lou


22-May-13 Naumis, Peter

23-May-13 Dula, Lou


24-May-13 Dula, Lou

24-May-13 lannilli, Franca



27-May-13 lannilli, Franca


28-May-13 Dula, Lou

28-May-13 Morataya, Mario

28-May-13 Nau mis, Peter

29-May-13 Dula, Lou


Exhibit "A"

Hours Particulars

0.75 Respond to homeowner inquiry; prepare and provide summary of homeowner payments to Pat Pavlik (Canadian Solar); discussion with Eugene Migus; instructions to Mario Morataya.

0.25 Arrangements for closing of purchase and sale transaction.

0.70 Phone discussion with bank to issue stop payments for 3 cheques; received fax confrmations and void/cancelled cheques.

1 .40 Conference call with Canadian Solar (Pat Pavlik, Barry Filmore) on various closing issues; conference call with Canadian Solar and Icarus regarding transition of information; follow-up with Fogler, Rubinoff LLP; follow-up communication with Pat Pavlik.

0.20 Incoming wire, deposit information; instructions to Marlo Morataya.

0.60 Processed cheque requisitions.

0.75 Confirmation of new instructions for Icarus; approve request for data room access made by Canadian Solar; various communciations with Canadian Solar (Pat Pavlik), Fogler Rubinoff LLP; execute various closing documents.

0.30

1.00

0.15

0.25

0.60

0.60

Phone discussion with bank regarding direct deposit; received fax confirmation.

Closing documents.

Follow-up discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding issues on closing of transaction.

Correspondence to and from accounting; instructions to Mario Morataya.

Correspondence and mailings.

Execute correspondence; follow-up with Canadian Solar (Pat Pavlik); conference call with Canadian Solar (Pat Pavlik), Icarus (Gus, John, and Michelle); confirmation emails to various parties contacted by Canadian Solar.


0. 15 Processed deposit.

0.25 Communication with accounting department.

1.50 Phone discussions with bank regarding incoming wire transfer I direct deposit to issue stop payment; received fax confirmations; posted entries, void/cancelled cheque.

0.60 Communication from Canadian Solar (Pat Pavlik); instructions to accounting department; review and approve monthly bank reconciliation; conference call with Pat Pavlik and Fogler, Rubinoff LP (Vern DaRe).

152

153 Exhibit "A"


29-May-13 Morataya, Mario 0.45 Deposits.

29-May-13 Sagolili, Nicole 3.00 Review of various e-mails received; look into and respond to homeowner inquiries; correspond with Lou Dula regarding cheques; instructions to Mario Morataya; review invoice and timesheets from Icarus Power; prepare cheque requisition; look into mail redirection issue and correspond with Jeannette Forsythe; review various payment notlflcations from Milton Hydro and save copies onto network drive; follow-up with Neal Cohen (Pure Energies) regarding missing documentation; correspond with Michelle Martinovice (Icarus Power); look into inquiry from Pat Pavlik (Canadian Solar); various correspondence with Pat Pavlik.

30-May-13 Dula, Lou 0.70 Phone discussion with bank regarding incoming wire transfer; posted entry.

30-May-13 McCreath, Jan 0.20 Finalize letter; scan to directory.

30-May-13 Migus, Eugene 0.15 Communication with Canadian Solar regarding insurance coverage issues, delay of closing; related Communication with Fogler, Rubinoff LLP.

30-May-13 Sagolili, Nicole 0.50 Draft authorization letter for hydro companies; correspond with Michelle Martinovic (Icarus Power).

31-May-13 Dula, Lou 1.10 Phone discussion with bank regarding incoming wire transfer; received fax confirmation; posted entries; processed cheque requisitions.

31-May-13 Migus, Eugene 0.20 Confirmation of receipt of funds; review and approve cheque requisitions.

31 ·May-13 Sagolili, Nicole 0.50 Correspond with Steve Marshall regarding mail; inquiries from Pat Pavlik (Canadian Solar); review of e· mails received.

3-Jun-13 lannilli, Franca 0.10 Miscellaneous administrative matters.

3-Jun-13 Migus, Eugene 0.10 Sign cheque; approve correspondence.

3-Jun-13 Sagolili, Nicole 3.75 Respond to inquiry from Pat Pavlik (Canadian Solar); arrange for courier of documents to Michelle Martinovk (Icarus Power); prepare deposit slip; prepare cheque requisitions; review status of homeowner payments; obtain and review homeowner documentation and prepare cheque requisition; phone call with Pat Pavlik; review documentation provided by homeowner re: LDC receipts received and prepare deposit slip; draft section 246(2) notice and R&D statement.

4-Jun-13 Champsi, Al·Amyn 1.50 Corresponding with Icarus Power and responding to Data Room Queries.

4-Jun-13 Dula, Lou 0.20 Processed cheque requisition.

4-Jun-13 Sagolili, Nicole 1.25 Draft correspondence to Hydro One Networks and Oshawa PUC Networks; correspond with Michelle Martinovlc (Icarus Power); prepare and send

154 Exhibit "A"


documentation to cancel insurance; various correspondence with David Rozln and Ruth Upward (RBC) re: transition of lock-box; various correspondence with Pat Pavlik (Canadian Solar).

4-Jun-13 Migus, Eugene 0.30 Update from Canadian Solar (Pat Pavlik); approve Receiver's interim report; approve various deposit slips and cheque requisitions; confirmation of closing of transaction; instructions to Nicole Sagolili; miscellaneous administrative matters.

4-Jun-13 McCreath, Jan 1.00 Finalize correspondence; finalize Receiver's report.

5-Jun-13 Migus, Eugene 0.20 Approve cheque requisitions; update from Nicole Sagolili.

5-Jun-13 Sagolili, Nicole 1.50 Phone call with John Cobb and Gus Kokkoros (Icarus Power); obtain and review homeowner rent documentation and prepare various cheque requisitions; correspond with Pat Pavlik (Canadian Solar).

5-Jun-13 Dula, Lou 1.10 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.

6-Jun-13 Dula, Lou 0.80 Posted direct deposit; processed deposit, cheques.

6-Jun-13 Sagolili, Nicole 1.00 Draft correspondence to hydro companies; instructions to Mario Morataya; arrange for mailing of RBC documents to Michelle Martinovic (Icarus Power).

6-Jun-13 Migus, Eugene 0.25 Miscellaneous administrative matters; edit correspondence.

6-Jun-13 McCreath, Jan 0.20 Finalize letter to Whitby Hydro; forward documents to accounting department.

7-Jun-13 Sagolili, Nicole 4.00 Review spreadsheet of homeowner rent payments provided by Canadian Solar; correspond with Pat Pavlik (Canadian Solar); obtain and review documentation for various homeowner rent payments; prepare various cheque requisitions.

10-Jun-13 Sagollli, Nicole 2.00 Obtain and review homeowner documentatfon and prepare cheque requisitions; phone call from Maria of Randa Longfield re: homeowner (E. Hubbard); phone call with Pat Pavlik (Canadian Solar); send various documents to Pat Pavlik via e-mail; scan and save various documents onto network.

10-Jun-13 McCreath, Jan Prepare homeowner letters; photocopy cheques.

10-Jun-13 Migus, Eugene 0.15 Approve cheque requisitions.

11 ·Jun-13 McCreath, Jan 0.50 Various homeowner letters.

11-Jun-13 Sagolili, Nicole 0.50 Preparation of direction letters to hydro companies.

11-Jun-13 Dula, Lou 2.00 Processed cheques; posted direct deposit; phone discussion with bank regarding direct deposit.

12·Jun-13 Sagolili, Nicole 2.50 Various correspondence with Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power); set-up conference call with Larry Herod (Newmarket Hydro);

155 Exhibit "A"


obtain and review of homeowner documentation re: rent payments; prepare deposit slip; various follow-up with Angella White-Smith re: deposits into RBC bank account; conference call with Larry Herod (Newmarket Hydro), Pat Pavlik, and Michelle Martinovic.

12-Jun-13 McCreath, Jan 0.50 Prepare various letters to utilities.

12-Jun-13 Migus, Eugene 0.25 Telephone call from Pat Pavlik; approve correspondence.

13-Jun-13 Migus, Eugene 0.05 Approve deposit.

13-Jun-13 McCreath, Jan 0.50 Fax/email copies of utilities letters to Horizon/Guelph Hydro/ Enersource I Newmarket-Tay I Power Stream.

13-Jun-13 Sagolili, Nicole 0.35 Correspond with Michelle Martinovic (Icarus Power).

13-Jun-13 Dula, Lou 0.50 Adjusting/correction entry; bank recconciliation.

14-Jun-13 Champsi, Al-Amyn 1.50 Data room entry and DD documents.

14-Jun-13 Dula, Lou 0.20 Processed deposit.

14-Jun-13 Sagolili, Nicole 1.25 Prepare summary of homeowner payments issued to date; correspond with Pat Pavlik (Canadian Solar); review of e-mails from Michelle Martinovic (Icarus Power); review invoices from Icarus Power and prepare cheque requisitions.

14-Jun-13 McCreath, Jan 1.00 Prepare letters to homeowners; photocopy cheques; scan to directory.

17-Jun-13 McCreath, Jan 0.50 scan and mailout of homeowner letters.

17-Jun-13 Migus, Eugene 0.50 Approve correspondence; approve cheque requisition; communication with Canadian Solar (Pat Pavlik).

17-Jun-13 Sagolili, Nicole 4.25 Look into and respond to various inquiries from David Ebel (Canadian Solar) re: homeowner rent; look into and respond to various inquiries from Pat Pavlik (Canadian Solar); review invoice and timesheets from Icarus Power; correspond with Gus Kokkoros (Icarus Power); correspond with Joanne Lapetina (FCA Insurance) re: payments; prepare deposit slip; prepare cheque requisition; prepare statement of receipts and disbursements; respond to homeowner inquiries; inquiry to Gilbert Boothman (Net Solutions) re: Solstice database.

17-Jun-13 Dula, Lou 0.30 Phone discussion with bank regarding direct deposit; received fax confirmation.

18-Jun-13 Dula, Lou 0.20 Processed cheque.

18-Jun-13 Sagolili, Nicole 1.50 Review of various e-mails received; return phone call from Enersource; correspond with Anna Bartolomeo (PowerStream); respond to customer inquiry; correspond with RBC bankruptcy department; re-fax correspondence to RBC re: bank account.

18-Jun-13 Migus, Eugene 0.25 Various communications with Canadian Solar (Pat Pavlik); approve deposit; approve cheque requisition.

Date Name

19-Jun-13 Sagolili, Nicole

19-Jun-13 Dula, Lou

20-Jun-13 Dula, Lou


21-Jun-13 SagolUi, Nicole

21-Jun-13 Migus, Eugene


24-Jun-13 Dula, Lou

25-Jun-13 Morataya, Mario

25-Jun-13 Dula, Lou



26-Jun-13 Dula, Lou



28-Jun-13 Morataya, Mario



Exhibit "A"

Hours Particulars

1.50 Correspond with Gus Kokkoros (Icarus Power); prepare cheque requisition; prepare deposit slip; correspond with Powerstream; review of mail received from RBC; arrange for courier of documents and correspond with Michelle Martlnovic (Icarus Power).

0.30 Phone discussion with bank regarding direct deposit; received fax confirmation.

O. 70 Phone discussion with bank regarding direct deposit; received fax confirmation; posted entries; processed cheque.

1.00 Respond to various homewner inquiries; various correspondence with Pat Pavlik (Canadian Solar); review of e-mails received; review of cheque received from homeowner; prepare deposit slip.

0.75 Various correspondence with Pat Pavlik (Canadian Solar); obtain and forward requested documents to Pat Pavlik; instructions to Gilbert Boothman re: Solstice database; e-mail to Martin Pochtaruk (Heline Inc.).

0.05 Approve deposits.

1.25 Look into and respond to various customer inquiries; look into unpaid invoices; conference call with Hugo Sanchez and Vinay Mehta (PowerStream); various correspondence with Pat Pavlik and David Ebel (Canadian Solar).

0.70

0.15

0.30

0.25

0.15

0.50

1.50

Phone discussion with bank regarding direct deposit; received fax confirmation; posted entries.

Deposit.

Phone discussion with bank regarding direct deposit; received fax confirmation.

Review and respond to various e-mails from Pat Pavlik (Canadian Solar).

Communication with Canadian Solar (Pat Pavlik).

Phone discussion with bank regarding direct deposit; posted deposit entries.

Update homeowner payment spreadsheet; review of emails from Pat Pavlik (Canadian Solar); obtain and review various homeowner documents regarding rent payments.

0.30 Approve cheque requisition(s) and/or sign cheque(s); review and approve monthly bank reconciliation; discussion with Canadian Solar (Pat Pavlik) on various expenditures; instructions to Nicole Sagolili.

1.00 Cheque requisitions.

0.10 Communication with Fogler, Rubinoff LLP.

2.50 Respond to various e-mails from Pat Pavlik (Canadian Solar); look into homeowner inquiry; print documentation for homeowner rent payments;

156

157 Exhibit "A"


preparation of cheque requisitions; instructions to Mario Morataya; prepare statement of receipts and disbursements as of closing date.

28-Jun-13 Dula, Lou 0.50 Phone discussion with bank regarding outstandinc cheque; issued stop payment; received fax confirmation & void/cancelled cheque; related communication with Mississauga FRS office.

2-Jul-13 Migus, Eugene 0.15 Approve cheque requisitions.

3-Jul-13 Morataya, Mario 0.25 Telephone call with creditor.

7 -Jul -13 Sago I iii, Nicole 0.25 Review of e-mails received; instructions to Mario Morataya.

8-Jul-13 Sagolili, Nicole 0.25 Arrangements for homeowner rent cheques.

9-Jul-13 Dula, Lou 2.00 Telephone discussion with bank regarding direct deposit and incoming wire transfer; receipt of fax confirmations; processed cheques.

9-Jul-13 Migus, Eugene 0.70 Miscellaneous administrative matters; approve cheque requisitions(s) and/or sign cheques; approve deposit.

9-Jul-13 Morataya, Mario 0.60 Multiple deposits.

9-Jul-13 Morataya, Mario 0.30 Cheque requisitions.

9-Jul-13 Naumis, Peter 0.25 Call to and from accounting regarding reconciliation concerns.

9-Jul-13 Sagolili, Nicole 0.10 Instructions to Mario Morataya re: deposits.

10-Jul·13 Dula; Lou 1.00 Posted var direct deposits; bank reconciliation.

1 O·Jul-13 McCreath, Jan 1.00 Prepare various letters to homeowners; photocopy cheques; scan to directory; mail out.

10·Jul·13 Morataya, Mario 0.50 Add up 5 pages worth of deposits; prepare deposit slip; related communication with accounting department.

10-Jul-13 Sagolili, Nicole 0.25 Correspond with John Cobb (Icarus Power).

11-Jul-13 Dula, Lou 0.70 Telephone discussion with bank regarding direct deposit and incoming wire transfer; receipt of fax confirmations; processed cheques.

11 ·Jul-13 McCreath, Jan 0.50 Homeowner letters.

11 ·Jul-13 Morataya, Mario 0.15 Prepare deposit.

11·Jul·13 Sagolili, Nicole 0.25 Review of deposit information; instructions to Mario Morataya.

12-Jul-13 Sagolili, Nicole 1.00 Prepare cheque requisitions.

15·Jul·13 Sagolili, Nicole 0.25 Look into and respond to inquiry from Pat Pavlik (Canadian Solar).

18-Jul·13 Sagolili, Nicole 1.00 Obtain homeowner documentation for rent payments; prepare various cheque requisitions.

22·Jul·13 Morataya, Mario 0.35 Correspondence regarding cheques.

22-Jul·13 Sagolili, Nicole 0.35 Look into homeowner inquiry as per Pat Pavlik (Canadian Solar); request information from Franca lanilli.

158 Exhibit "A"


23-Jul-13 lannilli, Franca 0.20 Respond to Nicole's email regarding date and address the chq was mailed to Julia Kierans.

23-Jul-13 Sagolili, Nicole 1.50 Look into and respond to homeowner inquiry; e-mail from Gus Kokorros (Icarus Power); review of mail received; arrange for courier of RBC documents to Michelle Martinovic (Icarus Power); obtain deposit information as requested by Michelle Martinovic.

24-Jul-13 lannilli, Franca 0.10 Photo copy cheque and mail to Fogler, Rubinoff LLP.

24-Jul-13 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.

24-Jul-13 Morataya, Mario 0.50 Add up 9 pages worth of deposits/deposit slip.

24-Jul-13 Sagolili, Nicole 0.25 Review of deposit information; instructions to Mario Morataya; respond to e-mails from Gus Kokkoros and Michelle Martinovic (Icarus Power).

25-Jul-13 Dula, Lou 0.20 Posted direct deposit.

29-Jul-13 Dula, Lou 0.40 Telephone discussion with bank regarding direct deposit and incoming wire transfer; received fax confirmation.

29-Jul-13 Morataya, Mario 0.15 Deposit.

30-Jul-13 Dula, Lou 0.20 Posted entry regarding incoming wire transfer.

30-Jul-13 Sagolili, Nicole 0.40 Look into and respond to inquiries from Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power).

31-Jul-13 Sagolili, Nicole 0.75 Look into and respond to inquiry from Gus Kokkoros (Icarus Power); review of deposit information; instructions to Mario Morataya.

6-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry.

7-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry.

8-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry; respond to e-mail from Pat Pavlik (Canadian Solar).

9-Aug-13 Sagolili, Nicole 1.25 Respond to homeowner telephone inquiry; respond to homeowner e-mail inquiry; Prepare cheque requisitions; print out and review homeowner documentation.

12-Aug-13 Migus, Eugene 0.30 Review communication from Canadian Solar (Pat Pavlik); related communication to Fogler, Rubinoff LLP (Vern DaRe); review and approve cheque requisitions.

12-Aug-13 Sagollli, Nicole 0.75 Phone call with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; review of various e-mails.

13-Aug-13 Dula, Lou 1.00 Processed cheques; bank reconciliation.

13-Aug-13 Migus, Eugene 0.25 Communication with Fogler, Rubinoff LLP (Vern DaRe); related communication with Canadian Solar (Patrick Pavlik).

14-Aug-13 Migus, Eugene 0.60 Discussion with Fogler, Rubinoff LLP (Vern DaRe); attend conference call with Canadian Solar, WeirFoulds LLP, Fogler Rubinoff LLP.

Date Name

14·Aug·13 Sagolili, Nicole

15-Aug-13 Sagolili, Nicole

22·Aug·13 Morataya, Mario

23-Aug-13 Dula, Lou


26·Aug·13 Dula, Lou

28-Aug· 13 Sagolili, Nicole

29-Aug-13 Dula, Lou

29·Aug·13 Migus, Eugene


30-Aug-13 McCreath, Jan

30-Aug-13 Sagolili, Nicole

2-Sep-13 Sagolili, Nicole

3-Sep-13 Migus, Eugene

4·Sep·13 Migus, Eugene


6-Sep-13 Morataya, Mario


9-Sep· 13 Dula, Lourdes

9·Sep·13 Sagolili, Nicole

1O·Sep·13 Sagolili, Nicole

Exhibit "A"

Hours Particulars

0.75 Conference call with Pat Pavlik (Canadian Solar) and Paul Guy (Weir Foulds LLP);respond to homeowner inquiry.

0.25 Respond to homeowner inquiry.

0.50 Add up transactions/ deposit slips.

0.30 Telephone discussion with bank regarding direct deposit; receipt of fax confirmation.

3.00 Review deposit information; instructions to Mario Morataya; update summary of homeowner rent payments; prepare cheque requisitions for homeowner payments; obtain, review, and print documents re: homeowner rent payments; draft correspondence for homeowner rent payments; save various documents onto network.

0.20 Processed direct deposit.

0.25 Print out various documents.

1 .50 Processed cheques.

0.50 Approve various cheque requisitions; instructions to Nicole Sagolili; sign cheques; approve correspondence.

1.25 Instructions from Eugene Migus; review status of unpaid invoices; leave voice-mail and various e-mails to Pat Pavlik (Canadian Solar); prepare summary of homeowner payments made to date for Pat Pavlik; arrange for mailing of homeowner rent payments; respond to homeowner inquiry.

0.3,0

0.90

0.25

0.30

0.70

0.10

0.50

0.25

0.40

0.50

0.05

Homeowner letters.

Review of e-mails; phone call with Pat Pavlik (Canadian Solar) re: invoices; prepare RftD statement as per Pat Pavlik's request; update to Eugene Migus.

Correspond with Pat Pavlik (Canadian Solar) regarding homeowner inquiry.

Miscellaneous administrative matters.

Review and edit interim statement of receipts and disbursements; communication with Fogler, Rubinoff LLP; miscellaneous administrative matters; communication with Canadian Solar (Pat Pavlik).

Review and approve monthly bank reconciliation.

Cheque requisitions.

Communication with Canadian Solar; approve cheque requisitions.

Processed cheques.

Review of various e·mails; respond to homeowner inquiry; leave voicemail for Pat Pavlik (Canadian Solar).

E-mail to Pat Pavlik (Canadian Solar).

159

Date Na111e

11 ·Sep-13 Sagolili, Nicole

11 ·Sep-13 Dula, Lourdes

11 ·Sep-13 Migus, Eugene

12-Sep-13 Dula, Lourdes


13-Sep-13 Sagollli, Nicole

16-Sep-13 Sagoltli, Nicole


17-Sep·13 Mlgus, Eugene


18-Sep-13 Sagolili, Nico.le





Exhibit "A"

Hours Particulars

1.00 Various phone calls with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; review of receipts fro111 Canadian Solar; prepare cheque requisition; review of various e·111afls.

0.10 Bank reconciliation.

0.25 Discussion regarding return of funds advanced by Canadian Solar; approve cheque requisition.

0.20 Processed cheque.

0.75 Review status of Milton Hydro deposits; various correspondence with Michelle Martinovic (Icarus Power) and forward various docu111ents; prepare su111111ary of deposits received, as requested by Michelle Martinovic.

0.50 Correspond with Avjit Ka111boj (Canadian Solar) regarding rei111burse111ent of advances; phone call fro111 Pat Pavlik (Canadian Solar); arrange for 111ailing of ho111eowner rent pay111ents.

0.15 Ho111eowner inquiry.

0.25 Co111111unication with Flett Beccaria LP, solicitors for Royal Bank of Canada, regarding funds of Heliene Ho111es which 111ay have been deposited in RA Solar's bank account.

0.20 Review correspondence fro111 Flett Beccaria LLP, solicitors for Royal Bank of Canada; related instructions to Nicole Sagolili; review and approve 111onthly bank reconciliation.

1.00 Review of correspondence fro111 Clark Peddie (Flett Beccaria) regarding RBC; various phone calls with Pat Pavlik (Canadian Solar) regarding fees and receipts fro111 Heliene projects, etc.

1.00 Review of su111111ary of Heliene project receipts fro111 Icarus Power; send e-111ail to Gus Kokkoros (Icarus Power); draft correspondence to Clark Peddle (Flett Beccaria).

0.15 Discussion with Fogler, Rubinoff LLP (Vern DaRe).

0.30 Co111111unication with WeirFoulds LP (Steve Doak); update fro111 Nicole Sagolili on information compiled in preparation for a response to Royal Bank of Canada.

1.00 Phone call with Pat Pavlik (Canadian Solar) regarding various 111atters; discussion with Eugene Migus regarding correspondence from Flett Beccaria; arrange for mailing of last batch of homeowner rent cheques.

0.75 Review of correspondence from Clark Peddle (Flett Beccaria LLP) regarding RBC; conference call with Clark Peddle and Eugene Migus; follow-up e-mail to Avjit Kamboj (Canadian Solar) regarding outstanding invoices.

160

161 Exhibit "A"


20-Sep-13 Migus, Eugene 0.30 Follow-up discussion with Flett Beccaria LP (Clark Peddle) regarding his correspondence for information with respect to deposits owed to Heliene, status of determination of same; approve correspondence.

20-Sep-13 McCreath, Janice 0.50 Prepare letters to homeowners; photocopy cheques; mailing.

25-Sep-13 Dula, Lourdes 0.40 Phone discussion with bank regarding direct deposit of hydro payments; received fax confirmation.

26-Sep-13 Morataya, Mario 0.80 Follow-up with Lou Dula regarding deposit; reconcile 6 pages worth of deposits and slip.

26-Sep-13 Sagolili, Nicole 2.50 Respond to various e-mails from Kristyna Gingrich (Canadian Solar), Pat Pavlik (Canadian Solar), and Michelle Martinovic (Icarus Power); review of deposit information; instructions to Mario Morataya; download all August and September 2013 eBill notifications from Milton Hydro; obtain various information as requested by Michelle Martinovic; phone call with Pat Pavlik; various correspondence with Eugene Migus.

27-Sep-13 Sagolili, Nicole 1.75 Discussion with Eugene Migus; respond to inquiries from Pat Pavlik (Canadian Solar); draft correspondence to Canadian Solar; draft correspondence to Canada Post regarding PO box; review of documentation from Icarus Power; draft correspondence to Flett Beccaria; revise various correspondence.

27-Sep-13 Dula, Lourdes 0.20 Posted direct deposit.

27-Sep-13 McCreath, Janice 0.40 Finalize letters to Canadian Solar/Canada Post Flett Becarrio; arrange for courier to Canadian Solar; email copy to Canada Post/Flett Becarrio.

30-Sep-13 Sagolili, Nicole 0.40 Respond to inquiry from Michelle Martinovic (Icarus Power) and obtain requested information.

1-0ct-13 Sagolili, Nicole 1.75 Respond to homeowner inquiry and obtain and provide requested documentation; correspond with Pat Pavlik (Canadian Solar) regarding homeowner inquir}i; correspond with Lou Dula regarding status of various homeowner cheques; review of various e-mails from Pat Pavlik and John Cobb (Icarus Power); respond to homeowner inquiry regarding rent payment; prepare various cheque requisitions.

3-0ct-13 Sagolili, Nicole 0.25 Review of stop payment for homeowner cheque; revise cheque requisition and print supporting documentation.

4-0ct-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or sign cheque(s).

7-0ct-13 Dula, Lourdes 0.20 Processed cheque.

7-0ct-13 Sagolili, Nicole 0.35 E-mail from Cambridge Hydro; e-mail to Pat Pavlik (Canadian Solar).

8-0ct-13 Sagolili, Nicole 0.25 Look into and correspond with Lou Dula regarding stale-dated homeowner cheques.

162 Exhibit "A"


8-0ct-13 Dula, Lourdes 0.40 Bank reconciliation; void/cancelled 2 staledated cheques a advised office.

9-0ct-13 lannilli, Franca 0.10 Finalize letter to Jasmin Goering.

9-0ct-13 Sagolfll, Nicole 0.15 E-mail from Pat Pavlik (Canadian Solar); correspondence from Lou Dula regarding homeowner cheques.

10-0ct-13 Sagolili, Nicole 0.40 E-mail to Pat Pavlik (Canadian Solar); draft correspondence to homeowner; arrange for mailing of homeowner rent payment.

11-0ct-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik regarding homeowner and OPA matters.

17-0ct-13 Sagolili, Nicole 0.25 Follow-up with Pat Pavlik (Canadian Solar) and John Cobb (Icarus Power) regarding various homeowner issues.

18-0ct-13 Sagolili, Nicole 1.25 Download all October 2013 eBill notifications from Milton Hydro; e-mail to and forward documents to Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power).

24-0ct-13 lannilli, Franca 0.30 Respond to Nicole's email and search for letter to Ming Xu-from January 7, 2013.

24-0ct-13 Sagolili, Nicole 0.50 Follow-up with Pat Pavlik (Canadian Solar) regarding homeowner cheques; calculate Milton Hydro deposit; prepare deposit slip; follow-up with Pat Pavlik regarding outstanding invoices.

24-0ct-13 Dula, Lourdes 0.30 Phone discussion with bank regarding direct deposit a received fax confirmation.

24-0ct-13 Migus, Eugene 0.15 Review and approve monthly bank reconciliation; instructions to Nicole Sagolili.

25-0ct-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik and Kristyna Gingrich (Canadian Solar).

28-0ct-13 Sagolili, Nicole 0.85 Various e-mails to/from Pat Pavlik (Canadian Solar); follow-up with Kristyna Gingrich (Canadian Solar) regarding invoice; e-mail to John Cobb (Icarus Power); review and file various documents.

29-0ct-13 Sagolilf, Nicole 0.85 Correspond with Avjit Kamboj (Canadian Solar); update to Eugene Migus; prepare various cheque requisitions for stale-dated cheques.

30-0ct-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or sign cheque(s); approve deposit(s).

31-0ct-13 Dula, Lourdes 0.60 Posted direct deposit entry; processed cheques.

31-0ct-13 Morataya, Mario 0.35 Reconcile direct deposit.

31 ·0ct-13 Morataya, Mario 0.15 Deposit.

31 ·0ct·13 Sagolili, Nicole 0.50 Phone call with Pat Pavlik (Canadian Solar) regarding HST on homeowner projects; e-mails to/from Pat Pavlik; e-mail from Lou Dula regarding deposit.

1 ·Nov·13 Sagolili, Nicole 0.10 Correspond with Pat Pavlik (Canadian Solar).

163 Exhibit 11 A"


4-Nov-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik (Canadian Solar) regarding homeowner notice, etc.

4-Nov-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).

5-Nov-13 Morataya, Marlo 0.45 Review file/correspondence with Lou Dula regarding payment.

5-Nov-13 Sagolili, Nicole 0.10 Phone call with Lou Dula regarding cheque requisition.

6-Nov-13 Sagolili, Nicole 0.60 E-mail from Pat Pavlik (Canadian Solar); review of homeowner notice drafted by Pat Pavlik and make revisions; e-mail to Eugene Migus.

6-Nov-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or stgn cheque(s).

7-Nov-13 Migus, Eugene 0.20 Review and edit draft correspondence to homeowners.

7-Nov-13 Sagolili, Nicole 0.75 Correspond with Eugene Migus; review of revised notice to homeowners; various correspondence with Pat Pavlik (Canadian Solar) regarding notice to homeowners; phone call and various e-mail correspondence with Michelle Martinovic (Icarus Power) regarding Milton Hydro.

8-Nov-13 Sagolili, Nicole 0.25 Correspond with Avjit Kamboj (Canadian Solar) and Kristyna Gingrich (Canadian Solar) regarding payment; update to Eugene Migus.

12-Nov-13 Sagolili, Nicole 0.30 Follow-up with Lou Dula regarding wire transfer; review funds in Ascend.

12-Nov-13 Migus, Eugene 0.20 Confirmation of wire transfer; instructions to Mario Morataya; approve deposit slip and cheque requisitions.

12-Nov-13 Morataya, Marlo 0.45 Various cheque requisitions.

12-Nov-13 Morataya, Mario 0.25 Deposits.

12-Nov-13 Morataya, Mario 0.10 instructions from Eugene Migus.

12-Nov-13 Dula, Lourdes 0.40 Phone discussion with bank regarding incoming wire -transfer; received confirmation.

14-Nov-13 Dula, Lourdes 0.50 Posted incoming wire transfer; processed cheques.


18-Nov· 13 Migus, Eugene 0.10 Approve correspondence.

18-Nov-13 McCreath, Janice 0.30 Finalize letter to homeowners.

18-Nov-13 Dula, Lourdes 0.40 Bank reconciliation; void/cancelled various staledated cheques.

18-Nov-13 Sagolili, Nicole 1.00 Correspond with Pat Pavlik (Canadian Solar); various instructions to Jan McCreath and Franca lannilli regarding correspondence to homeowners; correspond with Michelle Martinovic (Icarus Power); save documents onto network.

19-Nov-13 McCreath, Janice 2.50 Letter to homeowners; mailing.

25·Nov·13 McCreath, Janice 0.50 Mail out additional letters to homeowners.

25-Nov-13 Sagolili, Nicole 0.50 Correspond with Pat Pavlik (Canadian Solar) regarding

164 Exhibit "A"


notice to homeowners; various instructions to Jan McCreath; phone call from homeowner and look into inquiry regarding rent payment.

26-Nov-13 Sagolili, Nicole 0.35 Attend to reissue cheque to homeowner; instructions to Mario Morataya; correspond with Pat Pavlik regarding homeowner notices.


26-Nov-13 Dula, Lourdes 0.50 Phone discussion with bank regarding cheque if still outstanding and issue stop payment, confirmed a: void/cancelled cheque; received fax confirmation re various direct deposits.

26-Nov-13 Morataya, Mario 0.35 Cheque requisitions.

27-Nov-13 Dula, Lourdes 0.20 Processed cheque.

27-Nov·13 Migus, Eugene 0.25 Review and approve monthly bank reconciliation; telephone discussion with Pat Pavlik on proposed timing to close the receivership administration.

28-Nov-13 Morataya, Mario 0.50 Reconcile deposit.

28-Nov-13 Sagolili, Nicole 1.25 Phone call with Pat Pavlik (Canadian Solar) regarding transition issues; review of general ledger in Ascend; correspond with Lou Dula and Mario Morataya regarding direct deposit from Milton Hydro; review and calculate total of Milton Hydro deposit; prepare statement of receipts and disbursements, as per Pat Pavlik's request.

29-Nov-13 Dula, Lourdes 0.20 Posted direct deposit.

2-Dec-13 Sagolili, Nicole 0.15 E-mails from Pat Pavlik (Canadian Solar) and Mary-Jo Corkum (Milton Hydro).

3-Dec-13 Sagolili, Nicole 0.75 Various phone calls with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; attend to homeowner rent issue; review of spreadsheet of funds relating to Hellene projects and e-mail to Michelle Martinovic (Icarus Power).

3-Dec-13 Migus, Eugene 0.20 Instructions to Nciole Sagolili.

4-Dec-13 Mlgus, Eugene 0.25 Discussion with Fogler, Rubinoff LLP (Vern DaRe) on repayment of advances from the secured creditor, preparation of a final report for the Receiver's taxation and discharge.

4-Dec-13 Dula, Lourdes 0.20 Processed cheque.

4-Dec-13 Sagolili, Nicole 0.45 Correspond with Pat Pavlik (Canadian Solar); e-mail to Eugene Migus; return phone call of former homeowner and send update to Pat Pavlik.

5-Dec-13 Sagolili, Nicole 0.25 Instructions to Jan Mcreath; e-mail from Michelle Martinovic (Icarus Power).

5-Dec-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).

6-Dec-13 lannilli, Franca 0.60 Respond to Nicole's email and draft letter with cheque payable to Elmer Ramalho.

165 Exhibit "A"


6-Dec-13 Migus, Eugene 0.05 Approve correspondence.

6-Dec-13 Sagolili, Nicole 0.55 Review of e-mails and voicemails from Pat Pavlik (Canadian Solar); phone call with Pat Pavlik regarding various issues.

9·Dec·13 Migus, Eugene 0.15 Instructions to Nicole Sagolili.

9-Dec-13 Morataya, Mario 0.35 Deposits.

11 ·Dec-13 Dula, Lourdes 0.30 Posted incoming wire transfer per bank statement; bank reconciliation.

11-Dec-13 Sagolili, Nicole 0.50 Reconcile revenue received from non-RA Solar projects; prepare schedule of potential reimbursement of advances to Canadian Solar.

15·Dec·13 Sagolili, Nicole 0.65 E-mail from Pat Pavlik (Canadian Solar) regarding homeowner issues; review correspondence from Clark Peddle (Flett Beccario LLP); update summary of reimbursement of advances from Canadian Solar; e· mail to Eugene Migus.

16-Dec-13 Siciliano, Vince 0.50 Dealing with enquiry from Steve Marshall.

16-Dec-13 Sagolili, Nicole 0.10 Correspond with Eugene Migus; e-mail to Pat Pavlik (Canadian Solar).

17-Dec-13 Migus, Eugene 0.05 Message from Canadian Solar (Pat Pavlik).

18-Dec-13 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.

18-Dec-13 Migus, Eugene 0.25 Telephone discussion with Canadian Solar (Pat Pavlik).

19-Dec-13 Migus, Eugene 1.20 Discussion with Nicole Sagolili regarding reconciliation of funds received which may belong to other parties.

19-Dec-13 Sagolili, Nicole 0.50 Discussion with Eugene Migus; various phone calls with Pat Pavlik (Canadian Solar) regarding advances and funds relating to Heliene projects; correspondence from Martin Pochtaruk (Heliene).

20-Dec-13 Sagolili, Nicole 1.00 Correspond with Eugene Migus; prepare and e-mail cheque requisition to Canadian Solar; conference call with Pat Pavlik (Canadian Solar) and Bryan Taylor (Catalyst Solar).

22-Dec-13 Sagolili, Nicole 0.15 Review of e-mails from Pat Pavlik (Canadian Solar).

23-Dec-13 Sagolili, Nicole 0.60 Follow-up with Carm Botticella regarding cheque for Canadian Solar; draft correspondence to Canadian Solar; various correspondence with Jan McCreath regarding cheque for Canadian Solar; correspond with Pat Pavlik (Canadian Solar).

23-Dec-13 McCreath, Janice 0.30 Finalize letter to Canadian Solar; photocopy cheque; have sent by courier express.

7-Jan-14 Sagolili, Nicole 0.10 Correspond with Pat Pavlik (Canadian Solar).

14-Jan-14 Sagolili, Nicole 0.30 Correspondence from Pat Pavlik (Canadian Solar) regarding Power Stream revenue; e-mail to Eugene Migus; correspond with Alex Wideman (Power Stream) regarding funds.

14-Jan-14 Migus, Eugene 0.25 Instructions to Nicole Sagolili.

166 Exhibit "A"


16-Jan-14 Morataya, Mario 0.60 Create excel spreadsheet with all hydro payments.

16-Jan-14 Morataya, Mario 0.20 Deposits.

17-Jan-14 Migus, Eugene 0.25 Telephone discussion with Canadian Solar (Pat Pavlik).

20-Jan-14 Dula, Lourdes 0.10 Posted direct deposit.

21-Jan-14 Sagolflf, Nicole 0.10 Return phone call from homeowner.

22-Jan-14 Sagolili, Nicole 0.40 Review of correspondence to hydro companies; e-mail to Pat Pavlik (Canadian Solar); correspond with Anna Bartolomeo (Power Stream).

22-Jan-14 Dula, Lourdes 0.70 Bank reconciliation; void/cancelled various stale dated cheques a emailed/advised Mississauga office.

23-Jan-14 Dula, Lourdes 0.30 Phone discussion with bank regarding direct deposit (hydro pmnt); received fax activity of account.

23-Jan-14 Morataya, Mario 1.00 Conversation with Lou regarding Excel spreadsheet for deposits/ deposits.

24-Jan-14 Dula, Lourdes 0.20 Processed direct deposit.

24-Jan-14 Migus, Eugene 0.25 Review and approve correspondence; review and approve monthly bank reconciliation.

24-Jan-14 Sagolili, Nicole 0.25 Review correspondence to LDC's and e-mail to Pat Pavlik (Canadian Solar) regarding same; e-mail to Eugene Migus.

29-Jan-14 Sagolili, Nicole 0.15 Follow-up with Pat Pavlik (Canadian Solar) regarding correspondence to LDC's; e-mails regarding Power Stream revenue.

29-Jan-14 Migus, Eugene 0.25 Communication with Canadian Solar, Catalyst; follow-up with Nicole Sagolili.

3-Feb-14 Sagolilf, Nicole 1.25 Download and save various Milton Hydro eBill notifications.

5-Feb-14 Sagolili, Nicole 0.10 Phone call from homeowner.

7-Feb-14 Migus, Eugene 0.15 Review correspondence received from Morris & Morris LLP; instructions to Nicole Sagolili.

10-Feb-14 Migus, Eugene 0.10 Respond to communication from Catalyst Solar regarding reconciliation and distribution of outstanding receipts from hydro company.

10-Feb-14 Sagolili, Nicole 0.25 Correspond with Eugene Migus regarding funds from Heliene projects; e-mail to Pat Pavlik (Canadian Solar) regarding Heliene projects.

11-Feb-14 Sagolili, Nicole 1.50 Follow-up e-mail to Icarus Power regarding reconciliation of Hellene revenue; phone call with John Cobb (Icarus Power); download and save Milton Hydro eB!ll notifications.

12-Feb-14 Sagollli, Nicole 2.50 Review of correspondence from Brian Morris (Morris a Morris LLP); phone calls with Michelle Martinovic (Icarus Power) and phone call with Gus Kokkoros (Icarus Power) regarding status of reconciliation of Hellene project revenue; phone call with Pat Pavlik (Canadian Solar); review of reconciliation of Heliene

167 Exhibit "A"


project revenue; correspond with Eugene Migus; draft correspondence to Brian Morris (Morris & Morris LLP).

12·Feb·14 Migus, Eugene 0.75 Follow-up with Nicole Sagolili; telephone discussion with Canadian Solar (Pat Pavlik); message to Fogler, Rubinoff LLP (Vern DaRe); review accounting for Hellene projects.

13-Feb-14 Migus, Eugene 0.40 Correspondence from Power Stream; discussion with Fogler, Rubinoff LLP regarding requests for information related to receipts from Heliene projects; related discussion with Nicole Sagolili.

13·Feb·14 Dula, Lourdes 0.10 Bank reconciliation.

13-Feb-14 Sagolili, Nicole 0.25 Discussion with Eugene Migus regarding Heliene project revenue; respond to e-mail from Martin Pochtaruk (Heliene) regarding project revenue.

14-Feb-14 Sagolili, Nicole 0.25 Correspondence from Vern DaRe (Fogler Rubinoff LLP) to various parties regarding Heliene projects; e-mail from Pat Pavlik (Canadian Solar); e-mail from Catalyst Solar.

14·Feb·14 Migus, Eugene 0.45 Approve deposit; instructions to Nicole Sagolili; review communication issued by Fogler, Rubinoff LLP related to the Heliene receipts; related communication to Canadian Solar (Pat Pavlik); review requirement to issue a further receiVer's interim report.

17-Feb-14 Sagolili, Nicole 0.50 Prepare 246(2) interim report; prepare statement of receipts and disbursements.

18-Feb-14 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.

19-Feb-14 lannilli, Franca 0.50 Finalize Receiver's Interim report.

19·Feb·14 Migus, Eugene 0.30 Review and edit Receiver's interim report.

19·Feb·14 Dula, Lourdes 0.20 Processed deposit.

20·Feb·14 lannilli, Franca 0.30 Miscellaneous administrative matters.

20-Feb-14 Migus, Eugene 0.15 Review communication from Morris and Morris LP; investigation whereabouts of Royal Bank of Canada banking records; follow-up with Nicole Sagollll; related discussion and instructions to Fogler, Rubinoff LLP (Vern DaRe).

20-Feb-14 Sagolili, Nicole 0.50 Look into and respond to homeownber inquiry.; various correspondence; with Eugene Migus and Pat Pavlik (Canadian Solar) regarding RBC documents.

21 ·Feb-14 Sagolili, Nicole 0.20 Respond to homeowner inquiry.

21·Feb·14 Migus, Eugene 0.20 Communication by Fogler, Rubinoff LLP in response to request from Morris & Morris LLP; request to Pat Pavlik on timing of closing of receivership administration.

24-Feb-14 Sagolili, Nicole 0.30 Review of updated reconciliation of Heliene project revenue from Icarus Power; respond to and look into inquiry regarding homeowner from John Cobb (Icarus Power).

Date Name

25-Feb-14 Migus, Eugene

25-Feb-14 Morataya, Mario

27-Feb-14 Dula, Lourdes


27-Feb-14 Sagolili, Nicole

28-Feb-14 Sagolfli, Nicole


5-Mar-14 Sagolili, Nicole



7-Mar-14 McCreath, Janice

7-Mar-14 Morataya, Mario



11-Mar-14 McCreath, Janice




13-Mar-14 Dula, Lourdes



Ex hi bit "A"

Hours Particulars

0.05 Approve deposit(s).

0.65 Add up multiple payments/deposit slip.

0.20 Posted direct deposit payment.

0.10 Communication from Morris & Morris LP.


0.25 E-mail from Pat Pavlik (Canadian Solar); e-mail from Michelle Martinovic (Icarus Power); discussions with Eugene Migus regarding deposit documentation.

0.40 Various communication with Canadaian Solar (Pat Pavlik); various communication with Fogler, Rubinoff LLP (Vern DaRe).

0.25 E-mail from Michelle Martinovic (Icarus Power); homeowner inquiry and e-mail to Bryan Taylor (Catalyst Solar).

1.50 Various e-mails to/from Michelle Martinovic (Icarus Power) regarding Milton Hydro and other deposits; download and save various Milton Hydro eBill notifications; e-mail from Pat Pavlik (Canadian Solar); attend to letter to hydro companies; instructions to Jan McCreath; instructions to Mario Morataya; correspond with Gus Kokkoros (Icarus Power).

0.15

1.00

0.30

1.00

0.25

1.00

0.30

0.30

2.25

Obtain and review of Power Stream deposit information; e-mail to Michelle Martinovic (Icarus Power).

Prepare various letters to hydro companies.

Email correspondence.

Search for deposits.

Scan documents.

Create accounting files by homeowners rent (monthly); label new files; update index.

Attend to letters to hydro companies.

Review of other project reconciliation from Icarus Power; e-mails from Gus Kokkoros and Michelle Martinovic (Icarus Power).

Look into inquiry and respond to various inquiries from Pat Pavlik (Canadian Solar) regarding deposit history; obtain supporting documentation for deposits, as requested by Pat Pavlik; e-mail from Michelle Martinovic (Icarus Power).


0.30 Look into and respond to inquiry from Pat Pavlik (Canadian Solar).

0.10 Respond to email from Michelle Martinovic (Icarus Power).

168

Date Name




26-Mar-14 Migus, Eugene

31 ·Mar-14 Sagolili, Nicole


15-Apr-14 Sagollli, Nicole

17-Apr-14 Dula, Lourdes



2-May-14 Wong, Nathan


5-May-14 Dula, Lourdes



7-May-14 Dula, Lourdes






21 ·May-14 Naumis, Peter






Exhibit 11 A"

Hours Particulars

0.15 E-mail from Michelle Martinovic (Icarus Power).

0.30 Various e-mails from/to Pat Pavlik (Canadian Solar).

0.20 Posted direct deposit entry.

0.10 Review and approve monthly bank reconciliation.

0.20 Look into and respond to homeowner inquiry.

0.15 Attend to e-mails from Pat Pavlik (Canadian Solar).

0.10 Respond to e-mail from Gus Kokkoros (Icarus Power).

0.30 Adjust deposit entry; bank reconciliation; void/cancelled staledated cheques ft emailed/advised Mississauga office.



0.20 Calculate hydro deposit amount and do up deposit slip.

0.30 Phone call from Pat Pavlik (Canadian Solar).



0.25 Call to and from accounting regarding stale dated cheques, banking error, etc.

0.60 Debit entries to re-enter transactions (per phone discussion with Peter Naumis) regarding 2 stale dated cheques (not reissued) cashed in April 2014; bank reconciliation.

0.10 Phone call from homeowner.

0.10 E-mails from Pat Pavlik (Canadian Solar).


0.20 Review and respond to communication from Pat Pavlik regarding proposed settlement with Heliene Homes.

0.60 Respond to various homeowner inquiries; e-mail to Bryan Taylor (Catalyst Solar); look into inquiry from Pat Pavlik (Canadian Solar) regarding homeowner cheques; e-mail to Lou Dula regarding cheques.

0.25 Accounting correspondence; review status of administration.

0.20 Correspond with Pat Pavlik (Canadian Solar) regarding homeowner cheques.

0. 10 Review correspondence from Milton Hydro Distribution Inc.

0.40 Request from Pat Pavlik regarding release requested by the Receiver; related communication with Fogler, Rubinoff LLP; review precedent; related communication with Pat Pavlik.

0.10 Accounting correspondence.

0.30 Look into and respond to inquiry from Bryan Taylor

169

170 Exhibit "A"


(Catalyst Solar) regarding homeowner cheques; e-mail to Lou Dula regarding same.

26-May-14 Dula, Lourdes 0.20 Posted direct deposit; various hydro payments.

4-Jun-14 Sagolili, Nicole 0.20 Return phone call of John Cobb (Icarus Power).

5-Jun-14 Migus, Eugene 0.30 Telephone discussion with Canadian Solar regarding possible avenues for settlement agreements with disputing parties; related communication with Fogler, Rubinoff LLP (Vern DaRe).

10-Jun-14 Dula, Lourdes 0.30 Bank reconciliation; void/cancelled 2 staledated cheques &. emailed/advised Mississauga office.

10-Jun-14 Sagolili, Nicole 0.10 Respond to e-mail from Pat Pavlik (Canadian Solar).

11-Jun-14 Migus, Eugene 0.40 Receipt of draft settlement agreements from Canadian Solar (Pat Pavlik); communication with Fogler, Rubinoff LLP with respect to same; follow-up communication with Pat Pavlik.

12-Jun-14 Migus, Eugene 0.25 Discussion with Canadian Solar (Pat Pavlik) on draft settlement agreements and releases; related voicemail message to Flett Beccaria (Clark Peddle); follow-up communication with Fogler, Rubinoff LLP (Vern DaRe).

13-Jun-14 Sagolili, Nicole 0.50 Review and revise correspondence to homeowner regarding transition documentation, as requested by Pat Pavlik (Canadian Solar) and Bryan Taylor (Catalyst Solar); e-mail to Eugene Migus.

23-Jun-14 Migus, Eugene 0.40 Telephone discussion with solicitor for Royal Bank of Canada, Flett Beccaria (Clark Peddle); telephone update with Canadian Solar (Pat Pavlik); finalize and issue letters to two homeowners; review account statement from Milton Hydro.

24-Jun-14 Migus, Eugene 0.45 Communication from Fogler, Rubinoff LLP (Vern DaRe); review status of receivership administration; review and approve monthly bank reconciliation.

24-Jun-14 Dula, Lourdes 0.30 Phone discussion with bank regarding hydro bill payment, received fax confirmation.

24-Jun-14 Wong, Nathan 0.20 Fill out deposit slip.

25-Jun-14 Wong, Nathan 0.20 Recalculate deposit amount for RA.

25-Jun-14 Dula, Lourdes 0.20 Posted direct deposit.

25-Jun-14 Migus, Eugene 0.25 Follow-up with Canadian Solar, Fogler Rubinoff LLP; approve cheque requisition.

27-Jun-14 Dula, Lourdes 0.20 Processed cheque requisition.

4-Jul-14 Migus, Eugene 0.10 Communication from Fogler Rubinoff LLP regarding potential litigation by Heliene Homes.

7-Jul-14 Migus, Eugene 0.20 Telephone and instructions to Fogler, Rubinoff LLP (Vern DaRe).

8·Jul-14 Dula, Lourdes 0.10 Bank reconciliation.

14-Jul-14 Migus, Eugene 0.10 Update from Fogler, Rubinoff LLP (Vern DaRe).

171 Exhibit "A"


15-Jul-14 Migus, Eugene 0.10 Review and approve monthly bank reconciliation; follow-up with Pat Pavlik.

17-Jul-14 Sagolili, Nicole 0.10 E-mails from Milton Hydro.

28-Jul-14 Sagolili, Nicole 0.50 Compile e-mail correspondence with Heliene Inc.

28-Jul-14 Migus, Eugene 0.65 Update from Fogler, Rubinoff LLP; review correspondence received from Morris & Morris LLP; instructions to Nicole Sagolili; communication with Pat Pavlik; review past communication regarding Hellene Inc. and/or the Heliene Projects.

29-Jul-14 Migus, Eugene 1.55 Review various correspondence with Hellene Inc.; communication with Fogler, Rubinoff LLP (Vern DaRe); preparation for conference call; conference call with Canadian Solar to discuss position of Hellene Inc.; follow-up discussion with Vern DaRe.

30-Jul-14 Migus, Eugene 0.50 Telephone discussion with Fogler, Rubinoff LLP (Vern DaRe); instructions to Nicole Sagolili.

30-Jul-14 Sagolllf, Nicole 0.30 Phone call with Eugene Migus regarding Heliene; look into homeowner notices.

31-Jul-14 Sagolili, Nicole 5.00 Review of past e-mail correspondence between Hellene; conference call with Eugene Migus, Vern DaRe, Brian Morris, Martin Pochtaruk, and Pat Palvik; review of history re: reconciliations of Hellene funds and draft memo on same.

31-Jul-14 Migus, Eugene 0.95 Preparation for conference call; review summary of background and facts circulated by Fogler, Rubinoff LLP; conference call with Heliene Inc., Morris and Morris LLP, Fogler Rubinoff LLP, and Canadian Solar.

1-Aug-14 Migus, Eugene 0.40 Follow-up communication with Fogler, Rubinoff LLP (Vern DaRe) regarding potential litigation; review memorandum prepared by Nicole Sagolili.

1-Aug-14 Sagolili, Nicole 0.70 Prepare summary re: information provided to Heliene; e-mail from Vern DaRe (Fogler Rubinoff LLP); update memo re: Heliene and e-mail same to E. Migus and V. DaRe.

6-Aug-14 Migus, Eugene 0.15 Communicaton with Canadian Solar (John Marner); update from Fogler, Rubinoff LLP (Vern DaRe).

11 ·Aug-14 Migus, Eugene 0.60 Update to Vince Siclfano; instructions to Nicole Sagolilf; request to Paul Swanson; discussion with Fogler, Rubinoff LLP (Vern DaRe).

11-Aug-14 Sagolili, Nicole 0.60 Review of correspondence drafted by Vern DaRe (Foglers Rubinoff LLP) re: Heliene, and provide comments re: same.

12-Aug-14 Wong, Nathan 0.30 Fill out deposit slip for RBC direct deposit.

12-Aug-14 Migus, Eugene 1.00 Discussion with Canadian Solar (Pat Pavlik) regarding potential litigation by Heliene Inc.; related discussion with Paul Swanson, legal counsel; telephone discussion with Blakes Cassels & Graydon LLP (Steven Weisz).

Date Name

12-Aug-14 Siciliano, Vince

13-Aug-14 Migus, Eugene

13-Aug-14 Dula, Lourdes

18-Aug-14 Migus, Eugene

18-Aug-14 Siciliano, Vince



25-Aug-14 Wong, Nathan








19-Sep-14 Siciliano, Vince



23-Sep-14 Siciliano, Vince

23-Sep-14 Wong, Nathan




2-0ct-14 Sagolili, Nicole

6-0ct-14 Sagolili, Nicole

· Exhibit "A"

Hours Particulars

1.00 Review draft response to Heliene letter.

0.40 Discussion with Blakes (Steve Weisz) regarding response letter to Hellene, communication to Canadian Solar.

0.20 Posted direct deposit entry; bank reconciliation.

0.40 Review and approve monthly bank reconciliation; review and issue correspondence to Canadian Solar.

0.50 Review letter and Indemnity regarding possible litigation from Hellene Inc.

0.20 Phone discussion with bank regarding bank activity.

0.30 Phone discussion wwith bank; received activity on hydro bill payments.

0.20 Fill out deposit form.



0.30 Phone call from/ e-mail to Horizon Utilities, and look into related inquiry.


0.30 Phone call from and e-mail to D. Freeman (Horizon Utilities); e-mail to B. Taylor (Catalyst Solar).

0.30 Update from Fogler, Rubinoff LLP (Vern DaRe); related discussion with Blakes Cassels B: Graydon LLP (Steve Weisz).

0.50 Conference call with Canadian Solar (John Marner), Fogler, Rubinoff LLP (Vern DaRe).

0.50 Various discussion regarding litigation; conference call with Candian Solar regarding potential litigation.

0.15 Communication with Fogler, Rubinoff LLP (Vern DaRe).

0. 10 Review correspondence from Canadian Solar; related communication with Paul Swanson.

0.25 Review letter from Canadian Solar; communication to national office.

0.20 Do deposit slip for direct hydro deposits.

0.10 Posted EFT deposit entry.

2.50 Download Milton Hydro eBill notifications, as requested.

0.20 Generate summary of payments from hydro companies, and e-mail same to Michelle Martinovic (Icarus Power) as requested.

1.40 Download Milton Hydro eBill notifications and e-mail same to Michelle Martinovic (Icarus Power), as requested; look into and respond to other requests from Michelle Martinovic.

0.40 Review of request from Pat Pavlik (Canadian Solar) and

172

Exhibit "A" 173


review of calculations; e-mail to Eugene Migus.

7-0ct-14 Sagolfli, Nicole 0.10 E-mails regarding request from Pat Pavlik (Canadian Solar).

7·0ct·14 Migus, Eugene 0.50 Review request from Canadian Solar regarding distribution of certain funds; related discussion with Fogler, Rubinoff LLP (Vern DaRe).

9·0ct-14 Migus, Eugene 0.05 Discussion with Canadian Solar (Pat Pavlik) on various issues.

10-0ct-14 Dula, Lourdes 0.30 Posted wire transfer I debit entries; bank reconciliation.

14·0ct-14 Migus, Eugene 0.15 Inquiry from Revenu Quebec.

16·0ct·14 Dula, Lourdes 0.20 Processed cheque requisition.

20-0ct-14 Sagolill, Nicole 0.50 Phone call from V. DaRe (Fogler Rubinoff LLP); review of e·mails in archives.

20·0ct·14 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.

23-0ct·14 Mlgus, Eugene 0.10 Follow-up call from Revenu Quebec.

23-0ct-14 Sagolili, Nicole 0.10 Receipt of Milton Hydro statement and forward to M. Martinovic.

23·0ct·14 Dula, Lourdes 0.30 Phone dslcussion wwith bank regarding hydro bill payments; received activity of account a emailed to Mississauga office.

24-0ct-14 Dula, Lourdes 0.20 Posted direct deposit entry (various hydro bill payments).

24·0ct·14 Wong, Nathan 0.20 Work on deposit form.

6-Nov-14 Dula, Lourdes 0.10 Bank reconciliation.

7-Nov-14 Migus, Eugene 0.15 Discussion with Canadian Solar (Pat Pavlik); related communication with Nicole Sagolili.

10·Nov·14 Dula, Lourdes 0.50 Scanned/emailed copies of March to September bank statements to Mississauga office.

10·Nov·14 Wong, Nathan 0.40 Talk to Nicole in terms of what Is needed for RA Solar; talk to Lou to obtain bank statements for RA Solar and go through them.

10-Nov-14 Sagolili, Nicole 1.20 Receipt of e·mail from M. Martinovic (Icarus Power) and P. Pavlik (Canadian Solar); respond to e-mail from M. Martinovic; instructions from E. Migus; phone call with M. Martinovic; Instructions to N. Wong; generate summary of revenue received, as per M. Martinovic's request; download Milton Hydro eBill notifications and e-mail same to M. Martinovic.

11 ·Nov-14 Sagolill, Nicole 0.60 Compile information requested by M. Martinovic (Icarus Power) regarding Milton Hydro deposits; e-mails to M. Martinovic and P. Pavlik (Canadian Solar).

11-Nov-14 Wong, Nathan 1.40 Reconcile bank deposits from RBC and come up with schedule; related discussion with Lou Dula.

13-Nov-14 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.

Date Name

20·Nov·14 Migus, Eugene

21-Nov-14 Sagolili, Nicole



26·Nov·14 Dula, Lourdes



28·Nov·14 Dula, Lourdes

4·Dec·14 Migus, Eugene

4·Dec·14 Sagolili, Nicole

11 ·Dec-14 Sagolili, Nicole

8-Jan-15 Sagolili, Nicole

8-Jan· 15 Migus, Eugene


15·Jan·15 Migus, Eugene

19·Jan·15 Migus, Eugene


19-Jan-15 SicHiano, Vince


Exhibit "A"

Hours Particulars

0.15 Communications from Icarus Power Generation Inc. (Michelle Martinovic), Canadian Solar (Pat Pavlik).

0.20 E·ma1l from Pat Pavlik (Canadian Solar); instructions from Eugene Migus.

2.80 Review and vetting of spreadsheet prepared by Icarus Power regarding Milton Hydro receipts; e-mail to M. Martinovic (Icarus Power) regarding additional information required; e-mail to Eugene Migus.

0.25

0.50

0.10

0.15

0.10

0.10

0.30

0.90

Update from Nicole Sagolilf; approve cheque requisition; related communication to Canadian Solar (Pat Pavlik).

Processed cheque; phone discussion with bank regarding hydro bill payments; received fax activity of account & forwarded to Mississauga office.

Respond to e-mail from M. Martinovic (Icarus Power Generation).

Prepare cover letter; instructions to staff.

Posted deposit.

Instructions to Nicole Sagolili.

Correspond with M.Martinovic (Icarus Power) re: reconciled Milton Hydro deposits; correspond with Pat Pavlik (Canadian Solar); e-mail to Eugene Migus.

Receipt and review of additional Milton Hydro statements from M. Martinovic (Icarus Power); download Milton Hydro eBfll notifications and e·mail to M. Martinovfc.

0.80 Generate summary of revenue received, and e-mail to M. Martinovic (Icarus Power), as requested; download Milton Hydro eBfll notifications, and e·mafl to M. Martlnovic, as requested.

0.50 Review correspondence from Canadian Solar; brief review of motion materials submitted by Heliene Inc.; telephone discussion with Fogler Rubinoff LLP (Vern DaRe).

0.30

0.10

1.40

2.00

1.50

3.00

Look into inquiry re: Powerstream cheque; e·mail Milton Hydro statement to M. Martinovic (Icarus Power).

Discussion with Fogler, Rubinoff LLP (Vern DaRe).

Review and comment on draft report; related telephone call with Fogler, Rubinoff LLP (Vern DaRe).

Instructions from Eugene Migus; receipt and review of motion materials, Receiver's Third Report and factum.

Review appl1cation to court to lift stay agianst receiver; review Receiver's report to Court; conference call with V. DeRa

Receipt and review of revised Third Report, and

174

175 Exhibit "A"


provide comments; receipt and review of letter from Canadian Solar; review of historical information and e-mails.

20-Jan-15 Migus, Eugene 2.75 . Review revisions to draft report; related Instructions to Nicole Sagolili; follow-up discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding the draft report.

21-Jan-15 Migus, Eugene 2.30 Revisions to the draft report; review draft factum; various communication with Canadian Solar (Pat Pavlik); follow-up with Nicole Sagolili on certain aspects of the draft report; follow-up communiCation with Fogler, Rubinoff LLP (Vern DaRe).

21-Jan-15 Sagolili, Nicole 1.50 Receipt and review of revised Third Report; look into matters for Third Report; discussions with E. Migus.

22-Jan-15 Dula, Lourdes 0.10 bank rec

22-Jan-15 Mlgus, Eugene 1.10 Discussion with Fogler, Rubinoff LLP (Vern DaRe) on suggested revisions to court report; finalize and release the Receiver's third report to court.

23-Jan-15 Migus, Eugene 0.15 Review correspondence issued by WeirFoulds LLP in support of the Receiver; communication with Fogler, Rubinoff LLP regarding request by Brian Morris to adjourn next week's motion.

26-Jan-15 Migus, Eugene 0.15 Update from Fogler, Rubinoff LLP (Vern DaRe) including communication from Morris and Morris LLP regarding adjournment of upcoming motion; review and approve monthly bank reconciliation.

27-Jan-15 Migus, Eugene 0.15 Discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding additional documentation circulated by Morris & Morris LLP regarding this week's court motion.

27-Jan-15 Dula, Lourdes 0.20 posted hydro bill pmnts, bank rec

27-Jan-15 Wong, Nathan 0.20 Draft deposit slips.

28-Jan-15 Mlgus, Eugene 0.15 Update from Fogler, Rubinoff LLP (Vern DaRe).

28-Jan-15 Mlgus, Eugene 0.05 Review and approve monthly bank reconciliation.

29-Jan-15 Migus, Eugene 4.00 Preparation for and attend court motion for application made by Hellene Finance Inc .

29-Jan-15 Dula, Lourdes 0.30 . Posted direct deposit receipts, processed deposit.

30-Jan-15 Migus, Eugene 0.20 Review decision of Justice Newbould.

2-Feb-15 Dula, Lourdes 0.20 Processed deposit.

3-Feb-15 Migus, Eugene 0.25 Review draft cost submission prepared by Fogler, Rubinoff LLP.

4-Feb-15 Migus, Eugene 0.30 Communication with Canadian Solar (Pat Pavlik).

6-Feb-15 Dula, Lourdes 0.10 Bank reconciliation.

17-Feb-15 Migus, Eugene 0.20 Telephone discussion with Canadian Solar (Pat Pavlik).

18-Feb-15 Migus, Eugene 0.30 Review and approve payment requests; related communication with Canadian Solar (Pat Pavlik); communication with Fogler, Rubinoff LLP (Vern DaRe)

Exhibit "A" 176


regarding final court appearance.

20-Feb-15 Dula, Lourdes 0.60 Letter regarding outgoing wire transfer; processed cheques.

23-Feb-15 Dula, Lourdes 0.80 Phone discussion with bank; received fax activity of account regarding hydro payments; received fax confirmation of outgoing wire; posted entries.

23-Feb-15 Migus, Eugene 0.15 Review and approve monthly bank reconciliation; confirmation of funds transfer.

24-Feb-15 Dula, Lourdes 0.20 Void/cancelled cheque and reissue new one.

25-Feb-15 Dula, Lourdes 0.20 Posted direct deposit hydro payments.

25-Feb~15 Sagolili, Nicole 0.10 Respond to homeowner inquiry.

9-Mar·15 Wong, Nathan 0.20 Phone call with Chris Ali in regards to solar panels at her house.

10-Mar· 15 Wong, Nathan 0.30 Correspondence with Chris Ali (homeowner with solar panels); related communication with Nicole Sagolili.

1 O-Mar-15 Dula, Lourdes 0.10 Bank reconciliation.

10-Mar-15 Sagolili, Nicole 0.20 Homeowner inquiry.

12·Mar·15 Sagolili, Nicole 0.10 Respond to e-mail from M. Martinovic (Icarus Power) re: requests for Milton Hydro information.

12-Mar-15 Wong, Nathan 0.20 Email to Rhonda Leslie to forward her correspondence in regards to solar panel payments to Catalyst Solar.

14·Mar-15 Sagolili, Nicole 0.50 Generate summary of revenue received, and e-mail to M. Martinovic (Icarus Power), as requested; download Milton Hydro eBill notifications for January and February 2015, and e-mail to M. Martinovic, as requested.

17-Mar-15 Sagolili, Nicole 0.40 Review of various e-mails and documentation for infomration requested by Eugene Migus, and e-mail to Eugene Migus regarding same.

17-Mar-15 Migus, Eugene 0.85 Review and edit draft final report; related communication with Fogler, Rubinoff LLP (Vern DaRe).

19-Mar-15 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.

20-Mar-15 Migus, Eugene 1.10 Review draft final statement of receipts and disbursments.

23-Mar-15 Sagolili, Nicole 0.10 E-mail to M. Martinovic (Icarus Power) re: reconciliation of LDC receipts.

24-Mar-15 Dula, Lourdes 0.30 Phone discussion with bank regarding direct hydro payments; receive fax activity of account.

25-Mar-15 Wong, Nathan 0.10 Deposit slip for RBC direct deposit.

26·Mar· 15 Sagolili, Nicole 0.20 Phone call with M. Martinovic (Icarus Power) re: reconciliation of LDC receipts.

27·Mar·15 Sagolili, Nicole 0.10 Update to Eugene Migus.

30-Mar-15 Sagolili, Nicole 0.10 Follow-up with M. Martinovic (Icarus Power) re: LDC receipt reconciliation.

Date Name


1 ·Apr-15 Migus, Eugene

1 ·Apr-15 Sagolilf, Nicole



Exhibit "A"

Hours Particulars


0.75 Communication from Fogler, Rubinoff LLP; review revisions to the Receiver's final report to court; followup with Nicole Sagolili.

0.50 Receipt and review of LDC receipt reconciliation from M. Martinovic (Icarus Power), and e-mail to E. Migus re: same.

0.25 Review information forwarded by Nicole Sagolili; instructions to Fogler, Rubinoff LLP (Vern DaRe).

0.20 Communication with Fogler, Rubinoff LLP on various amounts cited in the draft final report to court.

372.25

177

Court File CV12-9896-00CL

BETWEEN:


(COMMERCIAL LIST)


- and -


Applicant

Respondents

BOO CANADA LIMITED TRUSTEE

AFFIDAVIT

1040 - 1 City Centre Drive Mississauga, Ontario L5B 1M2 Tel: (905) 615·8787 Fax: (905) 615·1333

178

tab K

BETWEEN:



(COMMERCIAL LIST)


- and-


AFFIDAVIT OF IAN KATCHIN SWORN APRIL 20, 2015

Applicant

Respondent

I, Ian Katchin, of the City of Toronto, Province of Ontario, Barrister and Solicitor,

MAKE OATH AND SAY AS FOLLOWS:

1. I am a lawyer with the law firm of Fogler, Rubinoff LLP ("FR") and have

knowledge of the matters hereinafter deposed to.

2. Attached hereto as Exhibit "A" is a true copy of the interim account dated April

29, 2013, rendered from the period of April 16, 2013 to April 29, 2013 by FR to

BDO Canada Limited, in its capacity as Receiver and Manager of the Respondent

(the "Receiver"), which account sets out the particulars of the work performed by

FR with respect to this matter.

3. Attached hereto as Exhibit "B" is a true copy of an interim account dated May 28,

2013, rendered from the period of April 30, 2013 to May 27, 2013 by FR to the

Receiver, which account sets out the particulars of the work performed by FR

with respect to this matter.

179

4. Attached hereto as Exhibit "C" is a true copy of an interim account dated June 27,

2013, rendered from the period of May 29, 2013 to June 24, 2013 by FR to the



5. Attached hereto as Exhibit "D" is a true copy of an interim account dated August

27, 2013, rendered from the period of August 12, 2013 to August 14, 2013 by FR

to the Receiver, which account sets out the particulars of the work performed by


6. Attached hereto as Exhibit "E" is a true copy of an interim account dated January

19, 2015, rendered from the period of February 10, 2014 to January 12, 2015 by

FR to the Receiver, which account sets out the particulars of the work performed

by FR with respect to this matter.

7. Attached hereto as Exhibit "F" is a true copy of an interim account dated February

2, 2015, rendered from the period of January 19, 2015 to January 30, 2015 by FR

to the Receiver, which account sets out the particulars of the work performed by


8. Attached hereto as Exhibit "G" is a true copy of the final account dated April 8,

2015, rendered from the period of February 2, 2015 to April 8, 2015 by FR to the



9. The total of all fees, disbursements and applicable taxes from April 16, 2013 to

April 8, 2015 is the sum of $98,784.20. The said accounts by FR to the Receiver

are summarized as follows:

Date Fees Disbursements GST/HST Total

April 29, 2013 $ 12,725.00 $ 504.15 $ 1,703.28 $ 14,932.43

180

May 28, 2013 $ 12,220.00 $ 125.99 $ 1,604.98 $ 13,950.97

June 27, 2013 $ 3,372.00 $ 78.02 $ 448.51 $ 3,898.53

August 27, 2013 $ 2,064.00 $ .90 $ 268.44 $ 2,333.34

January 19, 2015 $ 25,275.00 $ 386.13 $ 3,335.95 $ 28,997.08

February 2, 2015 $ 12,597.00 $ 1,086.05 $ 1,778.80 $ 15,461.85

April 8, 2015 $ 17,000.00 $ 0.00 $ 2,210.00 $ 19,210.00

Totals $ 85,253.00 $ 2,181.24 $ 11,349.96 $ 98,784.20

10. The following is the billing rate of the lawyer who has worked upon the matter

together with his year of call.

Timekeeper Hourly Rate Year of Call

Vern W. DaRe 470.00/480.00 (2013) 1991 495.00 (2014) 510.00 (2015)

11. The hourly billing rate applied is FR's normal hourly rates for this client.

SWORN before me at the City of) Toronto, in the Province of Ontario, this) 20th day of April, 2015. )

181

182

THIS IS EXHIBIT "A" REFERRED TO IN THE

AFFIDAVIT OF IAN KATCHIN,

SWORN BEFORE ME, THIS 1o1Sh OF APRIL 2015

April 29, 2013

BDO Canada Limited

IN ACCOUNT WITH Fogler, Rubinoff LLP

77 King Street West, Suite 3000 TD Centre, PO Box 95

Toronto, ON M5K 1G8

Telephone: 416-864-9700 Fax: 416-941-8852 www.foglers.com

1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:

Our File:

Apr-16~13

Apr-17-13

Apr-18-13

Apr-19-13 Apr-19-13 Apr-22-13

Apr-22-13

Apr-23-13

Apr-23-13

Vince Siciliano

B2816 I 125757 RA Solar - Receivership

Lawyer

VWD

VWD

VWD

VSF VWD VWD

VWD

VWD

VWD

Description

Revise and finalize draft notice of motion, draft Approval and Vesting Order, Factum and Brief of Authorities; review our Fee Affidavit; emails to client regarding same; email to and from Canadian Solar's lawyer regarding whether costs of "Records" motion have been paid by RA Solar or Mr. Marshall; email to client regarding same. Review and propose rev1s1ons to final draft of Receiver's Second Report; finalize Motion Record including notice of motion and draft order; email and telephone exchanges with client. Review Receiver's Affidavit of Fees, R & D Statement and confidential summary of offers; propose minor corrections to the Second Report; several email and telephone exchanges with client regarding same; finalize Motion Record and arrange for service and filing with court. Attend commercial motion. E-mail to client; review draft affidavit of service. Review originally signed documents received today from BDO; telephone conversation with Eugene Migus. Review closing conditions to close sale transaction; print GST/HST Election Form and gather information required to complete the form. Review Motion Record for this Thursday's motion including notice of motion, draft Approval and Vesting Order, Fee Affidavits of Receiver and Foglers, Second Report including 1 7 Appendices. Review Factum and Brief of Authorities in preparation for Thursday's motion.

4.30

2.50

3.60

0.60 0.30 0.30

0.50

2.60

1.30

2,021.00

1,175.00

1,692.00

129.00 141.00 141.00

235.00

1,222.00

611.00

183

f ogler.b. ff ru ·1no

Apr-24-13

Apr-25-13

Apr-26-13

Apr-26-13

Apr-26-13

Apr-29-13

Lawyer Description

VWD E-mail to and from Commercial List confirming the name of the Judge hearing the matter; email to Paul Guy and client; revise draft Approval and Vesting Order; prepare for tomorrow's Motion; review Motion Record, Factum, Brief of Authorities, draft Order and Fee Affidavits.

VWD Preparation for today's motion; attend motion; have Order issued and entered; arrange for service of Order and Endorsement of Justice Cumming; emails to Service List and client;.

VWD Preparation of first draft GST/HST Election form; review Asset Purchase Agreement for relevant information to complete the form; email to client and Canadian Solar regarding same.

VWD Review and consider Canadian Solar's request for copies of competing bids from Receiver; review Receivership Order, Sales Process Order and Approval and Vesting Order in order to reply to the request; email opinion to client; listen to voice-mail message from client regarding same; voice-mail message to client regarding same.

VWD Review emails from Nicole at BDO and Pat at Canadian Solar, providing me with HST numbers and reporting period of payment of HST; complete draft HST exemption form.

VWD Organizing and assembling file; pre-closing matters. TOTAL FEES:

OUR FEE HEREIN

Summary of Fees Initials

VSF VWD

Total Time

0.60 26.80

Hourly Rate

215.00 470.00

129.00 12,596.00

Disbursements

Taxable Binding Supplies $160.30 Taxable Faxes $6.35 Exempt File Notice of Motion/Application $127.00 Taxable Postage/Registered Mail $1.10 Taxable Prints $209.40

Total Disbursements

Total Fees and Disbursements

HST@ 13% on Fees and Taxable Disbursements

Page 2 of3

3.90 1,833.00

3.20 1,504.00

1.00 470.00

0.70 329.00

0.30 141.00

2.30 1,081.00 $12,725.00

$12,725.00

$504.15

$13,229.15

$1,703.28

184

fogler. . rub1noff

Total Fees, Disbursements and Taxes this Bill $14,932.43

THIS IS OUR ACCOUNT HEREIN FOGLER,'RUBINOFF LLP

Michael S. Slan

Balance Due: $14,932.43

THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.

E. & O.E. GST/HST No : R119420859 Please return a copy of this account with your payment. Thank you.

Page 3 of3

185

186

THIS IS EXHIBIT "B" REFERRED TO IN THE


SWORN BEFORE ME, THIS i?t»{;; Y OF APRIL 2015

rnv. 213?453B

May 28, 2013

BDO Canada Limited



Toronto, ON M5K 1G8


· l City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:

Our File:

Apr-30-13

Apr-30-13

May-01-13

May-02-13

May-03-13

May-06-13

May-06-13 May-06-13

May-07-13

May-07-13

May-08-13

Vince Siciliano

fogler: B2816 / 125757 RA Solar - Receivership

Lawyer

VWD

VWD

VWD

VWD

VWD

VWD

VWD VWD

VWD

VWD

VWD

Description

Email to and from Canadian Solar regarding HST exemption; email to client regarding same. Review letter from Pure to Receiver regarding Account and funds transferred from LDC into Account; telephone conversation with Nicole at BDO regarding same; review relevant sections of the Receivership Order; email to Nicole proposing a reply to Pure. Review emails from Nicole of BDO regarding Pure; draft letter to Pure regarding funds received in the account from RA's projects. Telephone call from Jeff Rosekat, counsel for Pure; telephone conversation with Nicole at BDO regarding same; email to client and Canadian Solar regarding same. Review email from Pat at Canadian Solar including attached Acknowledgment from Pure in favour of Canadian Solar regarding RA Projects; reply to same. Preparation of Receiver's Certificate; email to client regarding same. Review and revise HST Tax Election Form. Review email message from client regarding status of closing and estimated costs going forward to closing and discharge; reply to same; voice-mail message from Pure's lawyer, Jeff Rosekat; email to Canadian Solar and client regarding same. Preparation of draft Indemnity Agreement; review same; email to client regarding same; email to Jeff Rosekat regarding Pure. Review email from Pat at Canadian Solar regarding steps to close the sale transaction; reply to same. Review voice-mail message from Paul Guy; reply to same by email; leave voice-mail message with client.

Hrs

0.20

1.50

0.50

0.60

0.20

0.60

0.20 0.80

2.30

0.30

0.40

94.00

705.00

235.00

282.00

94.00

282.00

94.00 376.00

1,081.00

141.00

188.00

187

May-08-13

May-08-13

May-09-13

May-13-13

May-14-13

May-15-13 May-16-13

May-16-13 May-16-13

May-17-13

May-21-13

May-22-13

May-23-13

May-24-13

May-24-13

May-27-13

Lawyer

VWD

VWD

VWD

VWD

VWD

VWD VWD

VWD VWD

VWD

VWD

VWD

VWD

VWD

VWD

VWD

Description

Telephone conversation with Eugene Migus; read email from Eugene Migus. Finalization of AP A for Canadian Solar's review and comment; email to Canadian Solar and its counsel regarding same. Telephone conversation with Paul Guy; email exchange with client; email to Jeff Rosekat, counsel for Pure. Email to client, Canadian Solar and its lawyer attaching HST Election form. Teiephone conversation with Nicole at BDO; various emails to Eugene at BDO regarding tax election form and receiver's certificate; consider latest added document to the Data Room; consider outstanding issues to close sale transaction. Review email from Nicole at BDO and reply to same. Review executed Acknowledgment Agreement faxed to me from law firm of Furlong Collins; email to client regarding same. Review executed Receiver's Certificate; email to client. Review email from Pat at Canadian Solar and reply to same; review attached draft Bill of Sale and Undertaking; email to client regarding same. Revise draft Bill of Sale; review and finalize closing documents; prepare closing agenda; email to parties attaching and regarding same; emails to and from Pat at Canadian Solar; telephone conversation with client. Review emails from Pat at Canadian Solar; reply to same; before replying, review relevant sections of the Asset Purchase Agreement and Appointment Order. Telephone conversation with Eugene Migus regarding closing; email exchanges with Eugene Migus regarding closing; revise closing documents; email to Pat at Canadian Solar regarding closing documents and agenda. Review signed off closing documents by Canadian Solar including the Bill of Sale, Tax Election Form and Indemnity Agreement; several emails to Pat at Canadian Solar and client regarding same and wiring directions. Revise Receiver's Certificate; attend to closing matters; emails and telephone conversations with Pat at Canadian Solar and client; email from and to Paul Guy, Canadian Solar's lawyer. Telephone conversations with Pat at Canadian Solar and client regarding CS's request for an extension of the closing date; review Sales Process Order and Approval and Vesting Order; email to parties setting out the terms and conditions of extending the closing date. Telephone conversations with Pat at Canadian Solar and Eugene at BDO; emails to and from same.

Page 2 of3

0.30

3.30

0.30

0.10

2.20

0.20 0.50

0.20 1.00

2.30

0.80

1.50

1.50

2.40

1.30

0.50

141.00

1,551.00

141.00

47.00

1,034.00

94.00 235.00

94.00 470.00

1,081.00

376.00

705.00

705.00

1,128.00

611.00

235.00

188

Lawyer


VWD

Disbursements

Taxable

Taxable Taxable

Taxable

Faxes

Postage/Registered Mail

Prints

Telephone

Total Time

26.00

Description

TOTAL FEES:

OUR FEE HEREIN

Hourly Rate

470.00 12,220.00

$3.95 $1.10

$116.10

$4.84

Fees

$12,220.00

$12,220.00

Total Disbursements $125.99

Total Fees and Disbursements $12,345.99

HST@ 13% on Fees and Taxable Disbursements $1,604.98 --------



THIS IS OUR ACCOUNT HEREIN FOGLER, RUBINOFF LLP

THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH Al'TER DELIVERY, ATTHE.RATEOF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS ST A TEMENT WILL BE BILLED LATER.

E. & O.E. GST/HST No: RI 19420859 Please return a copy of this account with your payment. Thank you.

Michael S. Slan

Page 3 of3

189

190

THIS IS EXHIBIT "C" REFERRED TO IN THE


SWORN BEFORE ME, TH1sJo~AY OF APRIL 2015

rnv. 21

June 27, 2013

BDO Canada Limited



Toronto, ON M5K 1G8


1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:

Our File:

Date

May-29-13

May-30-13

Jun-04-13 Jun-04-13

Jun-05-13

Jun-06-13

Jun-06-13

Jun-10-13

Jun-12-13

Jun-18-13

Jun-24-13

Vince Siciliano


Lawyer

VWD

VWD

VSF VWD

VWD

VWD

VWD

VWD

VWD

VWD

VWD

Description

Email to and from Pat at Canadian Solar regarding closing the sale and Pure; email to client regarding same. Review emails from Pat at Canadian Solar regarding closing, insurance coverage and professional costs; reply to same and client. Attend at Comi to file the Receiver's Ce1tificate. Review email from Pat at Canadian Solar confirming that we can close; minor amendments to closing documents; arrange for filing of Receiver's Certificate. Email from and to Pat at Canadian Solar regarding closing documents. Review signed closing documents received today from Canadian Solar; prepare letter to Canadian Solar enclosing fully signed original closing documents; assemble closing documents. Email from Pat at Canadian Solar regarding status of Projects; review status of Projects and Pure's relationship to same. Organizing emails and file; email fully signed closing documents and report to client; consider Pure's position by reviewing documents. Telephone conversation with Pat at Canadian Solar regarding Pure. Telephone conversation with Eugene Migus regarding Pure. Review and consider email from Pat at Canadian Solar regarding Pure.

TOTAL FEES:

0.30

0.30

0.60 1.50

0.10

1.60

0.30

2.20

0.20

0.20

0.20

141.00

141.00

129.00 705.00

47.00

752.00

141.00

1,034.00

94.00

94.00

94.00

$3,372.00

191

fog~.~~,: ~ L~tJI#


VSF VWD

Disbursements

Taxable

Taxable

Taxable

Taxable

Courier & Delivery

Faxes


Prints

Total Time

0.60 6.90

OUR FEE HEREIN

Hourly Rate

215.00 470.00

129.00 3,243.00

$12.13

$3.05

$1.34

$61.50

$3,372.00

Total Disbursements $78.02



Total Fees, Disbursements and Taxes this Bill

Balance Due:

$3,450.02

$448.51

$3,898.53

$3,898.53


THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT, ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.

E.&O.E. GST/HST No: RI 19420859 Please return a copy r~fthis account with yow· payment. Thank you.

Michael S. Slan

Page 2 of2

192

193

THIS IS EXHIBIT "D" REFERRED TO IN THE


SWORN BEFORE ME, THIS2l\-ttoAY OF APRIL 2015

August 27, 2013 IN ACCOUNT WITH Fogler, Rubinoff LLP


Toronto, ON M5K 1G8


BDO Canada Limited 1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:

Our File:

Aug-12-13

Aug-13-13

Aug-14-13

Aug-14-13

Vince Siciliano


Lawyer Description Hrs Fees

VWD Review lengthy email from Pat at Canadian Solar 1.50 720.00 raising several issues regarding Pure and the Vesting Order; review Approval and Vesting Order, Asset Purchase Agreement, Bill of Sale and Pure Acknowledgment in order to reply to Pat's questions; email to client regarding same.

VWD Telephone conversation with Eugene Migus of BDO; 2.10 1,008.00 emails to and from Canadian Solar; closer review of email from Pat of Canadian Solar and his concerns regarding Pure and the vesting procedure; more detailed review of Pure Acknowledgment, Approval and Vesting Order, Asset Purchase Agreement, Bill of Sale and Receiver's Certificate in order to fully address the concerns raised by Pat at Canadian Solar; lengthy email "for discussion purposes only" to Canadian Solar addressing the issues and concerns raised by Pat of Canadian Solar regarding Pure and the vesting procedure.

VWD Telephone conversation with Eugene Migus regarding 0.20 96.00 the upcoming conference call scheduled for later in the day.

VWD Telephone conference call with Canadian Solar, its 0.50 240.00 counsel and client; subsequent telephone conversation with Eugene Migus ofBDO.

TOT AL FEES: $2,064.00

OUR FEE HEREIN $2,064.00

194


VWD

Disbursements

Taxable Prints

Total Time

4.30

Hourly Rate

480.00

Total Disbursements

2,064.00

$0.90




Balance Due:

$0.90

$2,064.90

$268.44

$2,333.34

$2,333.34


THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.

E.&O.E. GST/HST No: Rll9420859 Please return a copy of this account with your payment. Thank you.

Michael S. Slan

Page 2 of2

195

THIS IS EXHIBIT "E" REFERRED TO IN THE


fr' SWORN BEFORE ME, THIS~ DAY OF APRIL 2015

196

January 19, 2015 IN ACCOUNT WITH Fogler, Rubinoff LLP

77 King Street West, Suite 3000 TD Centre North Tower

P.O. Box95 Toronto, ON

M5K 1G8 Telephone: 416-864-9700

Fax: 416-941-8852 www.foglers.com


Our File:

Vince Siciliano

B2816 I 146260 Heliene

fogler.

FOR PROFESSIONAL SERVICES RENDERED m connection with the above-noted matter, including:

Feb-10-14

Feb-13-14

Feb-28-14

Mar-06-14

May-23-14

Jun-05-14

Jun-11-14

Jun-12-14

Jul-04-14

Jul-07-14

Lawyer Description

VWD Review letter from Brian Morris, counsel for Hybrid Partners, regarding Heliene Projects; review Second Report of the Receiver regarding the treatment of the Heliene Projects; email to client regarding same.

VWD Telephone conversation with client regarding the Heliene issue.

VWD Telephone conversation with Eugene Migus regarding Canadian Solar and Heliene.

VWD Telephone conversation with Paul Guy, counsel for Canadian Solar.

VWD Review emails regarding proposed settlement terms regarding the Heliene Projects; discuss same with Eugene Migus; propose draft terms for the settlement agreement and releases; email to Eugene Migus regarding same.

VWD Review email from Eugene Migus regarding Settlement Agreement and Releases and reply; discuss same with internal counsel of Canadian Solar.

VWD Review and comment on the two draft Revenue Settlement Agreements; email to client regarding same.

VWD Review email from Eugene Migus regarding draft Revenue Settlement Agreements and reply to same.

VWD Review email from RBC lawyer; reply to email from RBC lawyer; email to Eugene Migus at BDO.

VWD Telephone conversation with Eugene Migus regarding Heliene; email to Canadian Solar and Canadian Solar's counsel regarding Heliene.

0.20 99.00

0.20 99.00

0.20 99.00

0.20 99.00

0.80 396.00

0.20 99.00

0.50 247.50

0.20 99.00

0.30 148.50

0.20 99.00

197

Jul-25-14

Jul-26-14

Jul-27-14

Jul-28-14

Jul-29-14

Jul-29-14

Jul-30-14

Jul-31-14

Jul-31-14

Aug-01-14

Aug-06-14

Aug-07-14

Lawyer Description

VWD Review letter from Brian Morris, counsel for Heliene; email to client regarding same.

VWD E-mail to Canadian Solar and its counsel regarding the letter from Brian Morris, as counsel for Heliene, requesting the Receiver's permission for Heliene to sue BDO.

VWD Review email from John Mamer; emails to Eugene Migus regarding same.

VWD Review and research cases regarding when courts will grant leave to sue a receiver, in order to respond to Heliene's request that the Receiver consent to being sued by Heliene.

VWD Telephone conversation with Eugene Migus; email to client setting out law and my advice regarding Heliene's request that BDO consent to being sued by Heliene.

VWD Telephone conversation with Brian Morris; email to Brian Morris; discuss same with client.

VWD Telephone conversations with Eugene Migus at BDO and several email exchanges regarding Heliene's possible lawsuit against BDO; review First and Second Reports of Receiver m preparation of tomorrow's conference call regarding Heliene's possible action against the Receiver; begin preparation of "For Discussion Only and Without Prejudice" email to parties before tomorrow afternoon's conference call.

VWD E-mail to parties before today's conference call setting out m detail the background of the receivership regarding the Heliene Projects and the discussion points; emails to and from Eugene Migus regarding same.

VWD Conversation with Eugene and Nicole of BOO; conference call with parties regarding Heliene Projects.

VWD Review several emails between Heliene and BDO over the last year; review memo prepared by Nicole Sagolili regarding same; telephone conversation with Eugene Migus; emails to and from Eugene and Nicole at BDO.

VWD E-mail from John Marner regarding Heliene; telephone conversation with Eugene Migus of BOO regarding Heliene; further research law regarding issues of meaning and scope of "Property" under Receivership Order; the scope of Receiver's obligations to property that falls outside receivership and the legal tests for leave to sue the Receiver.

VWD Review in detail the Memo from Nicole at BOO including email exchanges with Heliene, in order to prepare draft letter to Heliene's counsel in reply to its request that BDO consent to Heliene commencing an action against BDO; begin drafting responding letter on behalf of BDO.

Page 2 of4

198

0.20 99.00

0.10 49.50

0.20 99.00

1.20 594.00

0.80 396.00

0.30 148.50

1.50 742.50

1.30 643.50

0.40 198.00

1.50 742.50

1.70 841.50

0.40 198.00

Aug-08-14

Aug-11-14

Sep-19-14

Sep-22-14

Sep-30-14

Jan-07-15

Jan-07-15

Jan-08-15

Jan-09-15

Jan-12-15

Lawyer Description

VWD Revise and finalize draft letter to Brian Morris regarding Heliene's proposed action against BDO; emails to Eugene Migus and Nicole Sagolili regarding same.

VWD Telephone conversation with Eugene Migus and Vince Siciliano of BDO.

VWD Telephone conversation with Eugene Migus; conference call with Eugene Migus, Vince Siciliano and John Mamer.

VWD Review September 22, 2014 letter from Mr. Morris requesting a returnable date of December 18 for a two hour motion on behalf of Heliene; email to and telephone conversation with client regarding same; reply to Mr. Morris by email.

VWD Review Scheduling Request Form to Commercial List prepared by Brian Morris' office; email to Mr. Morris' office requesting amendment to Form;.

VWD Review emails from John Mamer and reply to same; review letter dated January 5, 2015 from Canadian Solar to RA, Heliene, Pure and others; email to Eugene Migus at BDO regarding same.

VWD Review and analyze the Motion Record of Heliene that was served today; email to client regarding same.

VWD Draft, review, revise, and complete First Draft of the Receiver's Third Report.

VWD Research law and draft, review, revise, and complete First draft of Factum.

VWD Complete Brief of Authorities. TOTAL FEES:

OUR FEE HEREIN

Disbursements

Taxable

Taxable

Taxable

Taxable

Taxable

Taxable

Taxable

Taxable

Faxes


PPSA Search

Prints

Quicklaw On-line Computer Searches

Scanning

Telephone

Westlaw On-line Computer Searches

Total Disbursements

$12.50

$1.34

$8.00

$255.90 $54.01

$40.00

$0.88

$13.50



Page 3 of 4

1.40 693.00

0.20 99.00

0.40 198.00

0.20 99.00

0.20 99.00

0.50 255.00

2.50 1,275.00

12.00 6,120.00

13.00 6,630.00

7.00 3,570.00 $25,275.00

$25,275.00

$386.13

$25,661.13

$3,335.95

199

f ogler:t , £:%'

ruJ1non



~~ \)~\\,Q_ Vern W. DaRe


THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RA TE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DA TE OF THIS ST A TEMENT WILL BE BILLED LATER.

E. & 0.E. GST/HST No: Rll9420859 Please return a copy of this account with your payment. 71wnk you.

Page 4 of4

200

201

THIS IS EXHIBIT "F" REFERRED TO IN THE


SWORN BEFORE ME, THIS ::J6~AY OF APRIL 2015

IMV. 21501399

February 2, 2015 IN ACCOUNT WITH Fogler, Rubinoff LLP


P.O. Box 95 Toronto, ON

M5K 1G8 Telephone: 416-864-9700



Our File:

Date

Jan-19-15

Jan-20-15

Jan-21-15

Jan-22-15

Jan-23-15

Jan-23-15

Jan-26-15 Jan-27-15

Vince Siciliano

fogler. B2816 I 146260 Heliene

Lawyer Description

VWD Telephone conference call with Vince Siciliano and Eugene Migus regarding first draft of the Third Report of the Receiver; revise and complete second draft of the Third Report of the Receiver; emails to and from client regarding same.

VWD Telephone conversation with Eugene Migus, revise draft Factum; email to Canadian Solar.

VWD Review emails from client with proposed revisions to draft Receiver's Third Report; revise draft Third Report of Receiver; revise draft Factum.

VWD Telephone calls and emails from and to client regarding draft Third Report of the Receiver; revise same; finalize Responding Motion Record including Factum, Brief of Authorities and Third Report of Receiver.

VWD Review voice-mail message from Paul Guy, counsel for Canadian Solar; reply to same by email to Paul Guy; email to client.

VWD Review email and listen to voice-mail message from Brian Morris' office requesting an adjournment of next week's motion date; email to and from client and Paul Guy regarding same; reply to Brian Manis' office by not consenting to the adjournment.

VWD Telephone conversation with Eugene Migus. VWD Review Amended Motion Record of Heliene; review

Factum and Brief of Authorities of Heliene; consider Heliene's request for an adjournment by reviewing the Commercial List Practice Direction, Rules and case law; telephone conversation with client; review email from Scott McGrath, counsel for Canadian Solar.

Hrs Fees

3.20 1,632.00

2.10 1,071.00

4.30 2,193.00

3.60 1,836.00

0.30 153.00

0.60 306.00

0.20 102.00 4.60 2,346.00

202

fogler . rub1noff

Jan-29-15

Jan-30-15

Lawyer Description

VWD Preparation for today's motion ofHeliene seeking leave of the Court to sue BDO by reviewing our Responding Record, Factum and Brief of Authorities and Heleine's Motion Record including supporting affidavit and supplementary affidavit, factum and Brief of Authorities; attend on today's motion and make submissions on behalf of the client.

VWD Review Endorsement of Justice Newbould; email to client regarding same.

TOTAL FEES:

OUR FEE HEREIN

Disbursements

Taxable

Taxable

Taxable

Taxable

Taxable

Taxable

Taxable

Binding Supplies

Colour Copies

Courier & Delivery

Faxes

Prints

Scanning

The Printing House

Total Disbursements

$206.85

$12.00

$32.00 $12.10

$616.80

$104.30

$102.00




Balance Due:

5.50 2,805.00

0.30 153.00

$12,597.00

$12,597.00

$1,086.05

$13,683.05

$1,778.80

$15,461.85

$15,461.85

THIS IS OUR ACCOUNT HEREIN

Fr:~:k THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.

E.&O.E. GST/HST No: R\19420859 Please return a copy of this account with your payment. 71wnk you.

Vern W. DaRe

Page 2 of2

203

( l

THIS IS EXHIBIT "G" REFERRED TO IN THE


M SWORN BEFORE ME, THIS /i!!_ DAY OF APRIL 2015

204

i NV. 2150438-*i

April 8, 2015

BDO Canada Limited



P.O. Box 95 Toronto, ON

M5K 1 G8 Telephone: 416-864-9700


1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention: Vince Siciliano

fogler. Our File: B2816 I 125757

RA Solar - Receivership

FOR PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter to April 8, 2015, including:

Date Lawyer Description Hrs

Feb-02-15 VWD Preparation of first draft of notice of motion and discharge order. 4.10 Feb-03-15 VWD Review, revise and complete first draft of notice of motion and draft 3 .20

discharge order. Feb-05-15 VWD Preparation of first draft of Receiver's Fourth Report for discharge 5 .20

motion. Feb-17-15 VWD Preparation of Fee Affidavit; revise draft Discharge Order, Notice 3.20

of Motion and Fourth Report. Feb-18-15 VWD Review Costs Submissions ofHeliene/RA; review Receiver's Costs 3.30

Submissions; email from and to Scott McGrath, counsel for Canadian Solar; emails to and from Eugene Migus of BDO regarding draft discharge motion materials.

Mar-17-15 VWD Review and reply to client's email regarding draft Discharge Motion 0.30 materials;.

Mar-18-15 VWD Review Justice Newbould's Endorsement or decision regarding 0.30 costs released today; email to client regarding same.

Mar-21-15 VWD E-mail to Brian Morris, counsel for Heliene, regarding Costs 0.20 Endorsement of Justice Newbould.

Mar-23-15 VWD Revise Notice of Motion, draft Fourth Repo1i of Receiver and draft 3.80 Order and incorporate proposed revisions suggested by client.

Mar-24-15 VWD Revise, draft and complete second draft of Notice of Motion, 2.10 Fourth Report of Receiver and Discharge Order; email to client regarding same.

Mar-24-15 VWD Preparation of draft Cost Order. 0.30 Apr-01-15 VWD Conversation with Eugene Migus regarding draft discharge motion 0.20

materials. Apr-02-15 VWD E-mail to client regarding draft discharge motion materials. 0.20

205

fogler . rub·1noff

Apr-08-15

Disbursements

Lawyer Description

VWD Estimated time to revise and complete Notice of Motion, Fourth Report and draft Order for discharge of Receiver; estimated time to prepare for discharge motion; estimated time to attend on discharge motion.

7.00

OUR FEE HEREIN

Total Disbursements




Balance Due:

$17,000.00

$0.00

$17,000.00

$2,210.00

$19,210.00

$19,210.00

Tl-IIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.

E. & O.K GST/HST No: R119420859 Please return a copy of this account with your payment. 7110nk you.

Page 2 of2

206




(COMMERCIAL LIST)


AFFIDAVIT OF IAN KATCHIN (FEE AFFIDAVIT)






N 0 -..J

tab 3

THE HONOURABLE

JUSTICE

BETWEEN:



(COMMERCIAL LIST)

)

)

)

THURSDAY, THE 30111

DAY OF APRIL, 2015


- and-


Applicant

Respondent

DISCHARGE ORDER

THIS MOTION, made by BDO Canada Limited in its capacity as the Court-appointed

receiver (the "Receiver") of the undertaking, property and assets of RA Solar Leasing Inc. (the

"Debtor"), for an order:

1. approving the actions and activities of the Receiver as set out in the reports of the

Receiver dated January 22, 2015 (the "Third Report") and April 21, 2015 (the "Fourth

Report");

2. approving the fees and disbursements of the Receiver and its counsel;

3. approving the distribution of the funds available in the estate of the Debtor;

4. discharging BDO Canada Limited as Receiver of the undertaking, property and assets of

the Debtor;

5. releasing BDO Canada Limited from any and all liability, as set out in paragraph 7 of this

Order; and

DOCS TOR: 1201925\8

208

- 2 -

6. approving the Receiver's Final Statement of Receipts and Disbursements included in the

Fourth Report,

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

ON READING the Fourth Report, the affidavits of the Receiver and its counsel as to fees

(the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, and any other

person appearing from the service list, as properly served as evidenced by the Affidavit of

Silvana Pocino sworn April 22, 2015, filed;

1. THIS COURT ORDERS that the actions and activities of the Receiver, as set out in the

Third Report and Fourth Report, are hereby approved. Without limiting the foregoing, undefined

terms in this Order shall have the meanings ascribed to them in the Fourth Report.

2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel,

as set out in the Fourth Report and the Fee Affidavits, are hereby approved.

3. THIS COURT ORDERS that the Receiver shall pay the monies remammg m its

possession from the estate of the Debtor including the Unmatched Deposits to the Applicant in

accordance with the proposed distribution set out in the Fourth Report.

4. THIS COURT ORDERS that the Applicant shall indemnify the Receiver for any future

civil or legal claims brought against the Receiver arising from or related to the Unmatched

Deposits.

5. THIS COURT ORDERS that the Receiver shall pay to the Applicant any monies from or

related to the Canadian Solar Projects received by the Receiver after its discharge, without

further order of this Court.

6. THIS COURT ORDERS that upon payment of the proposed distribution set out herein

and in the Fourth Report and upon the Receiver filing a certificate with this Court certifying that

it has completed the other activities described in the Fourth Report, the Receiver shall be

discharged as Receiver of the undertaking, property and assets of the Debtor, provided however

that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the

performance of such incidental duties as may be required to complete the administration of the

receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of

DOCS TOR: 1201925\8

209

- 3 -

all Orders made in this proceeding, including all approvals, protections and stays of proceedings

in favour of BDO Canada Limited in its capacity as Receiver.

7. THIS COURT ORDERS AND DECLARES that BDO Canada Limited is hereby

released and discharged from any and all liability that BDO Canada Limited now has or may

hereafter have by reason of, or in any way arising out of, the acts or omissions of BDO Canada

Limited while acting in its capacity as Receiver herein up to and including the discharge date as

described in any of its reports to the Court, save and except for any gross negligence or wilful

misconduct on the Receiver's part. Without limiting the generality of the foregoing, BDO

Canada Limited 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 receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receiver's part.

8. THIS COURT ORDERS that the Receiver's Final Statement of Receipts and

Disbursements included in the filed Fourth Report is hereby approved.

DOCSTOR: 1201925\8

210

~

~

C'\tANADIAN SOLAR SOLUTIONS INC. and Applicant



(COMMERCIAL LIST)


ORDER






tab 4

Revised: May 11, 2010

THE HONOURABLE

JUSTICE

BETWEEN:



{COMMERCIAL LIST l

THURSDAY, THE 30TH )

)

) DAY OF APRIL, 2-02015

Plaintiff

CANADIAN SOLAR SOLUTIONS INC. Applicant

- and-~

Defendant

RA SOLAR LEASING INC. Respondent

DISCHARGE ORDER

THIS MOTION, made by HBDO Canada Limited in its capacity as the Court-appointed

receiver (the "Receiver") of the undertaking, property and assets of HRA Solar Leasing Inc. (the

"Debtor"), for an order:

1. approving the actions and activities of the Receiver as set out in the fej300reports of the

Receiver dated HJanuary 22, 2015 (the "Third Report") and April 21, 2015 (the "Fourth

Report");

2. approving the fees and disbursements of the Receiver and its counsel;

DOCSTOR: 1201925\8

212

3. approving the distribution of the remaining proceedsfunds available in the estate of the

Debtor; faBdt

4. discharging HBDO Canada Limited as Receiver of the undertaking, property and assets of

the Debtorf;-llfld

5. releasing ftBDO Canada Limited from any and all liability, as set out in paragraph SZ of

this Order}\-: and

6. approving the Receiver's Final Statement of Receipts and Disbursements included in the

Fourth Report.

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

ON READING the Fourth Report, the affidavits of the Receiver and its counsel as to fees

(the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, no one elseand

any other person appearing althoughfrom the service list, as properly served as evidenced by the

Affidavit of HSilvana Pocino sworn &,April 22. 2015. filed2.;

1. THIS COURT ORDERS that the actions and activities of the Receiver, as set out in the

Third Report and Fourth Report, are hereby approved. Without limiting the foregoing. undefined

terms in this Order shall have the meanings ascribed to them in the Fourth Report.

2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel, as

set out in the Fourth Report and the Fee Affidavits, are hereby approved.

3. THIS COURT ORDERS that the Receiver shall pay the monies remaining in its possession

from the estate of the Debtor including the Unmatched Deposits to the Applicant in accordance

with the proposed distribution set out in the Fourth Report .

.J- If this relief is being sought, stakeholders should be specifically advised, and given ample notice. See also Note 4, belBw.-

2. This model order assumes that the time for service does not need to be abridged.

DOCSTOR: 1201925\8

213

4. THIS COURT ORDERS that the Applicant shall indemnify the Receiver for any future

civil or legal claims brought against the Receiver arising from or related to the Unmatched

Deposits.

5. THIS COURT ORDERS that the Receiver shall pay to the Applicant any monies from or

related to the Canadian Solar Projects received by the Receiver after its discharge, without further

order of this Court.

6. 4.--THIS COURT ORDERS that upon payment of the amountsproposed distribution set out

in paragraph 3 hereof [herein and in the Fourth Report and upon the Receiver filing a certificate

with this Court certifying that it has completed the other activities described in the Fourth Report},

the Receiver shall be discharged as Receiver of the undertaking, property and assets of the Debtor,

provided however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver

for the performance of such incidental duties as may be required to complete the administration of

the receivership herein, and (b) the Receiver 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 HBDO Canada Limited in its capacity as Receiver.

7. tjTHIS COURT ORDERS AND DECLARES that ffBDO Canada Limited is hereby

released and discharged from any and all liability that ffBDO Canada Limited now has or may

hereafter have by reason of, or in any way arising out of, the acts or omissions of HBDO Canada

Limited while acting in its capacity as Receiver herein up to and including the discharge date as

described in any of its reports to the Court, save and except for any gross negligence or wilful

misconduct on the Receiver's part. Without limiting the generality of the foregoing, HBDO

Canada Limited 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 receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receiver's part.}4

4 The model order subcommittee Vias divided as to v1hether a general release might be appropriate. On the one hand, the Receiver has presumably reported its activities to the Court, and presumably the reported activities have been approved in prior Orders. Moreover, the Order that appointed the Receiver likely has protections in favour of the Receiver. These factors tend to indicate that a general release of the Receiver is not necessary. On the other hand, the Receiver has acted only in a representative capacity, as the Court's officer, so the Court may find that it is appropriate to insulate the Receiver from all liability, by way ofa general release. Some members of the subcommittee felt that, absent a general release, Receivers might hold back funds and/or 'Nish to conduct a claims bar process, which viould

DOCSTOR: 1201925\8

214

8. THIS COURT ORDERS that the Receiver's Final Statement of Receipts and

Disbursements included in the filed Fourth Report is hereby approved.

unnecessarily add time and cost to the receivership. The general release language has been added to this form of model order as an option only, to be considered by the presiding Judge in each specific case. See also Note 1, above.

DOCSTOR: 1201925\8

215

<O ~

NCANADIAN SOLAR SOLUTIONS INC. and Applicant



(COMMERCIAL LIST)


ORDER









(COMMERCIAL LIST)


MOTION RECORD




