_l~l~ PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents

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1 S~PREM~ COURT QF BRITISH COLU(NBIA VANGaUVER RaGISTRY ~.~~N ~ ~ 2015 ENTERED No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMEiVTS ACT, R.S.C. 1985, C. C-36, AS AMENDED _l~l~ IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PQNDEROSA DEVELOPMENT CORP., AND B.C. LTD. BETWEEN: AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK 27/Jan/2015 THE APPLICATION of the Petitioner, Romspen Investment Corporation coming on for hearing at Vancouver, British Columbia, on the 27 day of January, 2015; AND ON HEARING Steven D. Dvorak, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one else appearing, although duly served; AND UPON READING the material filed, including the Fourth Report of the Receiver dated January 13, 2015 (the "Report"); Legal`

2 2 THIS COURT ORDERS AND DECLARES THAT: The time for the service of the Notice of Application and supporting material in respect of this proceeding is abridged such that the proceeding is properly returnable on the day heard, and further, any requirement for service of the Notice of Application and supporting material upon any interested party is hereby dispensed with. 2. The sale transaction (the "Transaction") contemplated by the Contract of Purchase and Sale dated September 17, 2014 and amended on November 24, 2014 (the "Sale Agreement") between Ponderosa Peachland Development Limited Partnership (formerly Treegroup Founders Limited Partnership) and Treegroup Ponderosa Development Corp. (the "Seller") and Wayne Bovbjerg, "Retired" and Laurette May Bovbjerg "Retired", as Joint Tenants, of Redstone Crescent, Peachland, British Columbia, VOH 1X5 (the "Buyer"), a copy of which is attached as Exhibit "A" to the 6t" Affidavit of Cinda Ferguson sworn January 16, 2015 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"). 3. 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 Law Corporation, 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 Schedule "C", except for those listed in Schedule ~, p Legal`

3 3 4. 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 in priority to the mortgage registered in favour of Canadian Western Bank under No. CA (the "Mortgage"); (b) Second, in payment of the balance of real estate commission; (c) Third, to Canadian Western Bank, in payment of the balance due and owing to it under the Mortgage for principal, interest and legal costs; (d) Fourth, 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, such funds may be retained and used by the Seller to defray permitted expenditures; and (e) Fifth, the balance, if any, be paid into Court to the credit of this proceeding. 5. Notwithstanding paragraph 4 hereof: (a) 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; and (b) The Seller shall hold back from the proceeds of sale the sum of $14,950.00, to be held by D. Manning &Associates Inc. in its capacity as Monitor in these proceedings, pending further Order of this Court; and 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. 6. 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". Legal"

4 7. The Selier, with the consent of the Buyer, shall be at liberty to advance the Closing Date to such earlier date as those parties 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 within 30 days of the date of this Order. 8. 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 provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. 9. THIS 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 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 terms of this Order. 10. 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. Legal*

5 5 11. 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: Steven Dvd~'~" Lawyer for the ~i~ioner By the Court. Registrar `4 `~MI.-,"`` Legal'

6 Schedule A List of Counsel Part... : ` ;.,..:-:,. ~ Counsel Respondents, Ponderosa Peachland Digby Leigh Development Limited Partnership (formerly Digby Leigh &Company Treegroup Founders Limited Partnership) Treegroup Ponderosa Development Corp. and B.C. Ltd. ~: Canadian Western Bank Jack Webster, Q.C. Webster Hudson &Coombe LLP Legal'

7 Schedule B Purchased Assets PI D: Strata Lot 17, 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") Legal'

8 Schedule C Claims and Charges to be deleted/expunged from title to Real Property 12. The following charges registered against the title to the Purchased Assets: Charge Chargeholder Na Mortgage Romspen Investment Corporation LB Assignment of Rents Romspen Investment Corporation LB Mortgage CMLS Financial Ltd. LB Assignment of Rents CMLS Financial Ltd. L Modification Modification CA CA L LB LB LB CA CA LB LB CA CA CA CA CA CA CA Legal"

9 Charge Chargeholder ' No. CA CA CA CA CA Claim of Builders Lien Trans Canada Lumber Inc. CA Claim of Builders Lien BC Ltd. LB Claim of Builders Lien Madge Contracting Ltd. LB Claim of Builders Lien Vantage Point Law and Garden Care Ltd. CA Claim of Builders Lien Kelowna Ready-Mix Inc. LB Claim of Builders Lien Central City Hardware (1980) Inc. CA Claim of Builders Lien Super Save Disposal Inc. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Ploutos Enterprises Ltd. CA Claim of Builders Lien Horizon Electric Inc. CA Claim of Builders Lien Bricor Mechanical Ltd. CA Claim of Builders Lien Gentility Geothermal Installations Corp. CA Claim of Builders Lien B.C. Ltd. CA Claim of Builders Lien Canadian Vinyltek Window Corporation CA Claim of Builders Lien Pro Builders Supply Ltd. CA Claim of Builders Lien Crystal Classic Exteriors Inc. L Claim of Builders Lien Coast Wholesale Appliances Inc. CA Claim of Builders Lien RM3 Holdings Inc. CA Claim of Builders Lien WRS (Lower Mainland) LP L Claim of Builders Lien WRS (Lower Mainland) LP LB Claim of Builders Lien Greco's Painting Ltd. CA Legal`

10 Charge Chargeholder No. Claim of Builders Lien Pine Lighting Ltd. LB CA CA CA CA CA CA CA CA CA CA Legal~

11 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 KD48313 Province of British Columbia Statutory Right of Way FortisBC Inc. LB Covenant The Crown in Right of British Columbia CA Covenant District of Peachland CA Covenant District of Peachland LB Mortgage Canadian Western Bank CA Assignment of Rents Canadian Western Bank CA Modification CA Modification CA Covenant The Corporation of the District of Peachland LB Statutory Right of Way Gentility Systems Corp. CA Covenant Gentility Systems Corp. CA CA CA Legal"

12 _ Charge Chargehoider No. Statutory Right of Way British Columbia Hydro and Power Authority CA Statutory Right of Way Telus Communications Inc. CA CA Covenant District of Peachland CA CA CA Covenant District of Peachland CA CA CA Legal'

13 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN: ROMSPEN INVESTMENT CORPORATION Petitioner AND: PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and B.C. LTD. Respondents ORDER MADE AFTER APPLICATION (Vesting Order) CASSELS BROCK & BLACKWELL LLP Lawyers West Georgia Street Vancouver BC V6E 3C8 Steven D. Dvorak com Tel: Fax: Lawyers for the Petitioner SDD File Filing Agent: West Coast Title Search Legal*