No. S ~~~~~.~ ~ ~~~-~~; Vancouver Registry

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1 _":_~ to ~~ E~ ~ ~ ~ r c~ ~~ ~;-r~ ~~ i ~ ~3 ~ i T 15 F~i C C~ ~~ l~ r.~ ~ 16a ' vr~.r~cc~uvr~-~ f~,~~~`a~~~ No. S ~~~~~.~ ~ ~~~-~~; Vancouver Registry ~~,~>a ~ ~ F~~ ~~ IN TH SUPREME COURT OF BRITISH COLUMBIA ~, IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED IN THE MATTER OF A PLAN OF COMP'RO~VI~JC ~3~ ARRi-~Fv~EiiiiEl~l i OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND B.C. LTD...._ ~. I~l l~l ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTL~. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK 17 Jun 201E ON THE APPLICATION of the Petitioner, Romspen Investment Corporation coming on for hearing at Vancouver, British Columbia, on the 17th day of June, 2016; AND ON HEARING Matthew Nied, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for the remaining parties, although duly served; AND UPON READING the material filed, including the Ninth Report of the Monitor dated March 3, 2016 (the "Report") and the letter from the Monitor to counsel for the Petitioner dated June 2, 2016 attached as Exhibit "E" to the 12t" Affidavit of Cinda Ferguson:

2 2 THIS COURT ORDERS AND DECLARES THAT: 1. The sale transaction (the "Transaction") contemplated by the Contract of Purchase and Sale dated April 4, 2016 and amended May 11, May 25 and May 26, 2016, (the "Sale Agreement") between Ponderosa Peachiand Development Limited Partnership (formerly Treegroup Founders Limited Partnership) and Treegroup Ponderosa Development Corp. (the "Seller") and Sharon Lynne Walker "Retired", of # Trails Place, Peachland, British Columbia, VOH 1X5 (the "Buyer") a copy of which is attached as Exhibit "A" to the 12th Affidavit of Cinda Ferguson sworn June 15, 2016 is hereby approved, and the Sale Agreement is commercially reasonable. The Seller is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance to the Buyer of the assets described in the Sale Agreement (the "Purchased Assets"). 2. Upon presentation for registration in the Land Title Office for the Kamloops Land Title District of a certified copy of this Order, together with a letter from Owen Bird LLP, solicitors for the Seller, authorizing registration of this Order, the British Columbia Registrar of Land Titles is hereby directed to: (a) (b) enter the Buyer as the owner of the Purchased Assets, as identified in Schedule "B" hereto, together with all buildings and other structures, facilities and improvements located thereon and fixtures, systems, interests, licenses, rights, covenants, restrictive covenants, commons, ways, profits, privileges, rights, easements and appurtenances to the said hereditaments belonging, or with the same or any part thereof, held or enjoyed or appurtenant thereto, in fee simple in respect of the Purchased Assets, and this Court declares that it has been proved to the satisfaction of the Court on investigation that the title of the Buyer in and to the Purchased Assets is a good, safe holding and marketable title and directs the BC Registrar to register indefeasible title in favour of the Buyer as aforesaid; and having considered the interests of third parties, to discharge, release, delete and expunge from title to the Purchased Assets all of the registered Encumbrances shown in Sche~ul~ "C", except for those listed in Schedule,~p,~ 3. The proceeds of the sale, after allowing for all property taxes and other adjustments, and subject to the holdback referred to in paragraph 5 hereof, be received and disbursed through the trust account of Owen Bird Law Corporation or any other solicitor or Notary that Owen Bird Law Corporation may authorize on its behalf, as follows: (a) First, in payment of taxes, arrears of taxes, interest and penalties of taxes in respect of the Purchased Assets, including any arrears of utility rates or charges which constitute a lien against the Purchased Assets;

3 3 (b) (c) (d) Second, in payment of the balance of real estate commission; Third, to Romspen Investment Corporation, as the holder of the second mortgage on the Purchased Assets, in payment toward the balance due and owing to it under such mortgage for principal, interest and costs; provided however that, subject to the terms and conditions contained in paragraph 3 of the Order pronounced in this proceeding on January 15, 2015, as amended by Orders of February 27, April 7, July 27, December 11, 2015, and March 10, 2016 such funds may be retained and used by the Seller to defray permitted expenditures; and Fourth, the balance, if any, be paid into Court to the credit of this proceeding. 4. Notwithstanding paragraph 4 hereof, and pursuant to s. 88(2) of the Strata Property Act, R.S.B.C. 1998, c. 43, the Buyer shall hold back from the Purchase Price the sum of $1.00 until further Order of this Court, such amounts shall be charged by and subject to the security interests affecting the Purchased Assets, in the order of priorities existing as at the date of this Order. 5. Subject to the terms of the Sale Agreement, vacant possession of the Purchased Assets, including any real property, shall be delivered by the Seller to the Buyer at 12:00 noon on the Closing Date (as defined in the Sale Agreement), subject to the permitted encumbrances as listed on Schedule "D". 6. The Seller, with the consent of the Buyer, shall be at liberty to advance the Closing Date to such earlier date as those pasties may agree, without the necessity of a further Order of this Court and shall be at liberty to extend the Closing Date to such later date as those parties may agree without the necessity of a further Order of this Court provided the Closing Date occurs by July 28, Notwithstanding: (a) (b) (c) these proceedings; any applications for a bankruptcy order in respect of the Respondents now or hereafter made pursuant to the Bankruptcy and Insolvency Act and any bankruptcy order issued pursuant to any such applications; and any assignment in bankruptcy made by or in respect of the Respondents, the vesting of the Purchased Assets in the Buyer pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in respect of the Respondents and shall not be void or voidable by creditors of the Respondents, nor shall it constitute or be deemed to be a transfer at undervalue, fraudulent preference, assignment, fraudulent conveyance or other reviewable transaction under the Bankruptcy and Insolvency Act or any other applicable federal or Legal'

4 provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 8. TNIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Petitioner and its agents in carrying out the terms of this Order. Ail courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Petitioner, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Petitioner and its agents in carrying out the terms of this Order. 9. The Petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. 10. The endorsement as to approval of form of this order by counsel for any party except the Petitioner is hereby waived. THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Matthew1Vi~E1~ Lawyer fo,~the etitioner By the Court. r--~'~.. Registrar

5 Schedule A List of Counsel ~ Romspen Investment Corporation ~ Matthew Nied ~ D. Manning &Associates Inc. ~ Douglas Hyndman ~

6 Schedule B Purchased Assets PID: Strata Lot 37, District Lots 220, 902 and 2897 Osoyoos Division Yale District Strata Plan EPS1699 together with an interest in the common property in proportion to the unit entitlement of the strata lot as set out on Form V (the "Purchased Assets")

7 Schedule C Claims and Charges to be deleted/expunged from title to Real Property The following charges registered against the title to the Purchased Assets: Charge Chargehoider No. Mortgage Romspen Investment Corporation LB Assignment of Rents Romspen Investment Corporation LB Mortgage Ponderosa Holdings (BOG) Limited LB Assignment of Rents Ponderosa Holdings (BOG) Limited LB Modification Modification CA CA LB LB LB LB CA CA LB LB CA CA CA CA CA CA CA CA

8 Charge Chargeholder No. CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA

9 Schedule D Permitted Encumbrances, Easements and Restrictive Covenants related to Real Property 1. The reservations, limitations, provisos and conditions expressed in the original grant thereof from the Crown. 2. The following charges registered against the title to the Purchased Assets: Charge Chargeholder No. Undersurface Rights The Director of Soldier Settlement E Statutory Right of Way The Corporation of the District of Peachland S8046 Covenant The Corporation of the District of Peachland S23133 Covenant The Corporation of the District of Peachland W64572 Undersurface Rights Her Majesty the Queen in Right of the Province of British Columbia KD48313 Statutory Right of Way FortisBC Inc. LB Covenant The Crown in Right of British Columbia CA Covenant District of Peachiand CA Covenant District of Peachland LB Covenant The Corporation of the District of Peachland LB Statutory Right of Way Gentility Systems Corp. CA Covenant Gentility Systems Corp. CA Statutory Right of Way British Columbia Hydro and Power Authority CA Statutory Right of Way Telus Communications Inc. CA Covenant District of Peachland CA Covenant District of Peachland CA Legal'

10 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN: ROMSPEN INVESTMENT CORPORATION Petitioner AND: PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPME"dT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION (Vesting Order) CASSELS BROCK & BLACKWELL LI.P Lawyers West Georgia Street Vancouver BC V6E 3C8 Matthew Nied Tel: Fax: Lawyers for the Petitioner MN/cef File Filing Agent: West Coast Title Search Legal'