ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL … · court file no. cv-16-11493-00cl ontario superior court of justice commercial list between: royal bank of canada plaintiff and orion

Court File No. CV-16-11493-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

BETWEEN:

ROYAL BANK OF CANADA

Plaintiff

and

ORION HARDWARE CORPORATION, FERMAN GROUP INC. and MICHAEL MAMMOLITI

Defendants

MOTION RECORD OF THE MOVING PARTY,JAMES WILLIAMS & ASSOCIATES INC., IN ITS CAPACITY AS RECEIVER OF ORION

HARDWARE CORPORATION AND NOT IN ITS PERSONAL CAPACITY (Motion returnable October 11 2016)

September 30, 2016 AIRD & BERLISBarristers & Solicitors BCE Place, Suite 1800 181 Bay Street Toronto, ON M5J 2T9

Sanjeev P.R. Mitra - LSUC # 37934U Mark van Zandvoort - LSUC # 59120UTel.: (416) 863-1500 Fax: (416) 863-1515 Email: [email protected]

[email protected]

Lawyers for the Moving Party,James Williams & Associates Inc.,in its capacity as Receiver of Orion HardwareCorporation and not in its personal capacity

mailto:[email protected]


TO: TORONTO MOTORSPORTS PARK1040 Kohler Road Cayuga, ON N0A1E0

Email: [email protected]

TO: ULI BIERI1040 Kohler Road Cayuga, ON N0A1E0


TO: MINDEN GROSS LLPBarristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Mark A. Freake (LSUC# 63656H)Tel: (416) 369-4326Fax: (416) 864-9223Email: [email protected]

Lawyers for the Plaintiff,Royal Bank of Canada

TO: CANADA REVENUE AGENCYc/o Department of Justice Ontario Regional Office The Exchange Tower, Box 36 130 King Street West, Suite 3400 Toronto, ON M5X1K6

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

TO: MINISTRY OF FINANCE (ONTARIO)LEGAL SERVICES BRANCH33 King Street West, 6th floor Oshawa, ON L1H8H5

Kevin J. O’HaraTel: (905) 433-6934Fax: (905) 436-4510Email: [email protected]

TO: MICHAEL MAMMOLITI59 Kimber Crescent Woodbridge, ON L4L 9A6








INDEX



COMMERCIAL LIST

BETWEEN:


Plaintiff

and


Defendants

INDEX

TAB DOCUMENT PAGE NO.

1. Notice of Motion, dated September 30, 2016 1

2. Second Report of the Receiver dated September 30, 2016 6

A. Appendix “A” - Appointment Order of Justice Newbould dated August 29, 2016

10

B. Appendix “B” - Vehicle Order and Endorsement of Justice Newbould dated September 15, 2016

27

C. Appendix “C” - First Report of the Receiver dated September 8, 2016

31

D. Appendix “D” - Email from Mark van Zandvoort to Michael Mammoliti dated September 15, 2016

34

E. Appendix “E” - Letter from Mark van Zandvoort to Michael Mammoliti dated September 15, 2016

38

F. Appendix “F” - Emails from Receiver and Aird & Berlis LLP to John Jalovec and Michael Mammoliti dated September 15, 2016

39

G. Appendix “G” - Email from Sanj Mitra to Michael Mammoliti dated September 19, 2016

46

H. Appendix “H” - Emails from John Jalovec to Sanj Mitra and Mark van Zandvoort dated September 20 and 21, 2016, with attached security registrations, promissory note, and towing invoice

53

I. Appendix “I” - PPSA Ontario Search Results against the Vehicle 65

TAB DOCUMENT PAGE NO.

J. Appendix “J” - Business Name Searches for Toronto Motorsports 70 Park

K. Appendix “K” - Email from Richard Williams to Uli Bieri dated 75September 15, 2016

L. Appendix “L” - Email from Richard Williams to Uli Bieri dated 76 September 16, 2016

M. Appendix “M” - Email from Sanj Mitra to Uli Bieri dated 78September 19, 2016

N. Appendix “N” - Email from Richard Williams to Uli Bieri dated 80September 22, 2016

O. Appendix “O” - Email from Sanj Mitra to Uli Bieri dated 83September 22, 2016

TAB 1

0G1



COMMERCIAL LIST

BETWEEN:


Plaintiff

and


Defendants

NOTICE OF MOTION

James Williams & Associates Inc. C'JWAI”), in its capacity as the Court-appointed

receiver (the “Receiver”), without security, of all of the assets, undertakings and properties of

Orion Hardware Corporation (the “Debtor”), will make a motion to a Judge presiding over the

Commercial List on Tuesday, October 11, 2016 at 10:00 a.m., or as soon after that time as the

motion can be heard, at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

THE MOTION IS FOR:

(a) an Order, if necessary, abridging the time for service and filing of this notice of

motion and the motion record or, in the alternative, dispensing with same;

(b) an Order approving the Second Report of the Receiver dated September 30,

2016 (the “Second Report”) and the actions of the Receiver described therein;

(c) an Order requiring Toronto Motorsports F’ark (“Toronto Motorsports”) and

Ulrich Bieri also known as Uli Bieri (“Bieri”) to forthwith deliver to the Receiver

the 2006 Ferrari F430 Spider F1 bearing vehicle identification number

ZFFEW59A860146895 (the “Vehicle”), as more fully detailed in the Second

Report;

-2- 0 C 2(d) an Order that Toronto Motorsports and Bieri deliver to the Receiver all

documentation, including correspondence, in their possession, control, or power

concerning Vehicle and any claims they may have against the Vehicle;

(e) an Order granting the Receiver its costs of the motion as against Bieri and

Toronto Motorsports, jointly and severally; and

(f) such further and other relief as counsel may advise and this Court may permit.

THE GROUNDS FOR THE MOTION ARE:

(a) pursuant to an Order of this Court dated August 29, 2016 (the "Appointment

Order”), JWAI was appointed as Receiver of all of the assets, undertakings and

properties of the Debtor;

(b) the Receiver obtained an Order on September 15, 2016 (“Vehicle Order”) that

Michael Mammoliti or anyone with notice of the Vehicle Order deliver the Vehicle

to the Receiver;

(c) The Receiver has been advised that the Vehicle is being held subject to a

mechanic’s lien by Bieri;

(d) Bieri and Toronto Motorsports Park have registered under the Personal Property

Security Act as having claims to the Vehicle but have provide no documentation

to support same;

(e) the Receiver has sent Toronto Motorsports and Bieri the Appointment Order and

Vehicle Order and has demanded that they turn over the documentation

supporting their claims along with the Vehicle;

(f) despite the Receiver’s demands, and contrary to the Appointment Order and

Vehicle, Toronto Motorsports and Bieri have failed or refused to deliver

possession of the Vehicle to the Receiver, or to provide any of the documentation

requested by the Receiver;

(g) the other grounds set out in the Second Report;

(h) the inherent and equitable jurisdiction of this Court;

-3- 0G3(i) the terms of the Appointment Order;

(j) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended;

(k) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(l) rules 1.04, 2.03, 3.02 and 37 of the Rules of Civil Procedure, R.R.O. 1990, Reg.

194, as amended; and

(m) such further and other grounds as counsel may advise and this Court may

permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the motion:

(n) the Second Report; and

(o) such further and other material as counsel may submit and this Court may

permit.

Date: September 30, 2016 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place Suite 1800, Box 754 181 Bay Street Toronto, ON M5J 2T9

Sanjeev P.R. Mitra - LSUC # 37934U Mark van Zandvoort - LSUC #59120U Tel: (416) 863-1500 Fax: (416) 863-1515 Email: [email protected]

[email protected]

Lawyers for the Moving Party,James Williams & Associates Inc.,in its capacity as Receiver of Orion HardwareCorporation and not in its personal capacity



-4-

TO: TORONTO MOTORSPORTS PARK1040 Kohler Road Cayuga, ON N0A1E0


TO: ULI BIERI1040 Kohler Road Cayuga, ON N0A1E0


TO: MINDEN GROSS LLPBarristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Ken Kallish (LSUC# 63656H)Tel: (416) 369-4124Fax: (416) 864-9223Email: [email protected]

Lawyers for the Plaintiff,Royal Bank of Canada

TO: CANADA REVENUE AGENCYc/o Department of Justice Ontario Regional Office The Exchange Tower, Box 36 130 King Street West, Suite 3400 Toronto, ON M5X1K6

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

TO: MINISTRY OF FINANCE (ONTARIO)LEGAL SERVICES BRANCH33 King Street West, 6th floor Oshawa, ON L1H8H5

Kevin J. O’HaraTel: (905) 433-6934Fax: (905) 436-4510Email: [email protected]

TO: MICHAEL MAMMOLITI59 Kimber Crescent Woodbridge, ON L4L 9A6








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TAB 2

006

Estate No. 31-458192 Court File No. CV-16-11493-00CL

IN THE MATTER OF THE RECEIVERSHIP OF ORION HARDWARE CORPORATION

I. INTRODUCTION

This is the Second Report to Court of James Williams & Associates Inc. ("JWAI") in its capacity as Court-appointed receiver (the "Receiver") of Orion Hardware Corporation (the "Company"). On August 29, 2016 (the "Date of Appointment") an application was made by the Royal Bank of Canada ("RBC" or "Secured Creditor") to the Ontario Superior Court of Justice (Commercial List) to appoint the Receiver. JWAI was appointed Receiver of all of the Company's assets, undertaking and property by Order of the Honourable Justice Newbould (the "Appointment Order"). Attached hereto as Appendix "A" to this Second Report is a copy of the Appointment Order.

Aird & Berlis LLP ("Aird Berlis") was retained as the Receiver's lawyers.

The Company had leased a 2006 Ferrari F430 Spider bearing vehicle identification number ZFFEW59A860146895 (the "Vehicle"). Despite multiple requests, neither the Company nor its principal would turn the Vehicle over to the Receiver or disclose its location. On September 15, 2015, the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) issued an order (the "Vehicle Order") approving the activities of the Receiver as set out in the Receiver's First Report to Court dated September 8, 2016 (the "First Report") and directing Michael Mammoliti ("Mammoliti") and any other person with notice of the Vehicle Order, to deliver the Vehicle to the Receiver. A copy of the First Report, without appendices, and the Vehicle Order, are attached hereto as Appendices "B" and "C".

The purpose of this Second Report is to provide information to this Honourable Court in support of the Receiver's motion for an order:

• approving the activities of the Receiver since the date of the First Report; and

• directing Toronto Motorsports Park ("Toronto Motorsports") and Ulrich Bieri ("Bieri") to deliver the Vehicle to the Receiver along with all documentation regarding their dealings with the Company and Mammoliti regarding the Vehicle.

II. BACKGROUND

‘ 0

The Company is a Canadian owned, private corporation carrying on business as a distributor and wholesaler of door handles and bathroom accessories.

The Company rents office and warehouse space at 51 Terecar Road, Unit 1, Woodbridge, Ontario (the "Premises").

III. THE VEHICLE

Correspondence with Mammoliti

On September 15, 2016, Aird Berlis wrote to Mammoliti and provided him with a copy of the Vehicle Order. Aird Berlis advised Mammoliti in its correspondence that he was required to release the Vehicle to the Receiver and to pay the costs awarded against him to the Receiver in accordance with the Vehicle Order. A copy of Aird Berlis' email is attached hereto as Appendix "D". Aird Berlis also sent a copy of the Vehicle Order to Mammoliti by ordinary mail on September 15, 2016, which correspondence is attached hereto as Appendix "E".

As of the signing of this report, Mammoliti has failed to pay the costs award in favour of the Receiver contained in the Vehicle Order.

On September 15, 2016, the Receiver also participated in a telephone call with John Jalovec ("Jalovec"), a consultant apparently retained by Mammoliti in connection with the receivership. Jalovec advised the Receiver that the Vehicle was being held pursuant to a mechanic's lien and that he would provide additional information by email.

The Receiver then wrote to Jalovec and Mammoliti on September 15, 2016 requesting the information. In response, Jalovec provided a telephone number for the party holding the Vehicle. In spite of requests from the Receiver and its counsel on September 15, 2016, no additional information was immediately provided. A copy of the Receiver's and Aird Berlis' correspondence with Jalovec and Mammoliti on September 15, 2016 is attached hereto as Appendix "F".

On September 19, 2016, Aird Berlis wrote to Mammoliti demanding that he immediately provide all documentation relating to the Vehicle, Toronto Motorsports and Bieri. A copy of Aird Berlis' email is attached hereto as Appendix "G". In response to requests from the Receiver and Aird Berlis, on September 20 and 21, 2016, Jalovec provided the Receiver with copies of security registrations against the Vehicle, as well as copies of a towing invoice and a promissory note issued on June 20, 2016 by Mammoliti to Bieri and Toronto

(2)

c>

Motorsports in the amount of $80,000 (the "Note"). A copy of Jalovec's correspondence, and the Note, is attached hereto as Appendix "H".

On September 19, 2016 the Receiver conducted a search of the Ontario Personal Property Security Act ("PPSA") system for registrations against the Vehicle. The results of the Receiver's search are attached hereto as Appendix "I". The PPSA results indicate two registrations against the Vehicle in favour of Toronto Motorsports Park and Uli Bieri. Bieri refers to himself as "Uli", but the Receiver understands that his actual name is Ulrich Bieri. Aird Berlis conducted business names searches, as reflected in Appendix "J", but has been unable to find a business or organization with the name Toronto Motorsports Park as set out in the registration.

Correspondence with Bieri

On September 15, 2016, the Receiver contacted the number provided by Jalovec and spoke with Bieri, who confirmed that he was in possession of the Vehicle and that he was owed funds both in respect of repairs on the Vehicle and in respect of personal loans advanced to Mammoliti. He also advised that he would not disclose the location of the Vehicle until he had been paid in full.

Following the call the Receiver wrote to Bieri attaching a copy of the Vehicle Order and demanding that he release the Vehicle. A copy of the Receiver's email is attached hereto as Appendix "K". On September 16, 2016 the Receiver wrote to Bieri attaching a copy of the Appointment Order and demanded that he provide copies of any books and records relating to the Vehicle or to issues with the Company. A copy of the Receiver's email is attached hereto as Appendix "L". As of the date of signing this report, the Receiver has received no documentation from Bieri.

On September 19, 2016 the Receiver received a call from Bieri, who advised that Mammoliti had instructed him to only deal with Mammoliti and Jalovec with respect to the Vehicle. The Receiver advised Bieri that he was required to deliver the Vehicle to the Receiver, and that neither Mammoliti nor Jalovec had any authority to deal with the Vehicle. Mammoliti was also advised not to interfere with the Receiver's recovery of the Vehicle.

On the same day Aird Berlis wrote to Bieri noting that he had been provided with both the Vehicle and the Appointment Orders and urging him to comply with both, failing which, the matter would be brought back before the Court to seek its assistance regarding compliance. A copy of Aird Berlis' email to Bieri is attached hereto as Appendix "M".

(3)

0C9

The Receiver spoke with Bieri again on September 20, 2016, at which point Bieri advised that he was seeking legal counsel with respect to the Receiver's demands and would call back later that day. On September 22, 2016, having had no response from Bieri, the Receiver wrote to Bieri asking that he respond to the Receiver's demand for the Vehicle. A copy of the Receiver's correspondence is attached hereto as Appendix "N".

Having received no response, Aird Berlis wrote to Bieri on September 22, 2016 to advise that the Receiver would be proceeding back to Court and requested contact particulars of his counsel. A copy of Aird Berlis' email to Bieri is attached hereto as Appendix "O".

As of the date of signing of this report, the Receiver has received neither the Vehicle nor any documentation from Bieri or Toronto Motorsports to support any claim (the Note and copies of registrations were provided to the Receiver by Jalovec). The whereabouts of the Vehicle and the nature of the claims of Bieri and Toronto Motorsports are still unknown. The Receiver and its counsel have yet to be contacted by any lawyer acting for Bieri or Toronto Motorsports.

IV. CONCLUSION

The Receiver respectfully requests that this Honourable Court make an order

• approving the activities of the Receiver since the date of the First Report; and

• directing Toronto Motorsports and Bieri to deliver the Vehicle to the Receiver along with all documentation relating to the claims of Toronto Motorsports and Bieri against the Vehicle.

All of which is respectfully submitted.

Dated at Toronto this 30th day of September, 2016

James Williams & Associates Inc.,solely in its capacity as Receiver of Orion Hardware Corporation and not in its personal capacity

(4)

Tab A



COMMERCIAL LIST

THE HONOURABLE ) MONDAY, THE 29th

JUSTICE ? DAY OF AUGUST, 2016

";BJE'TVyVsE E N :


- and -

Plaintiff


ORDER(appointing Receiver)

Defendants

THIS MOTION made by the Plaintiff, Royal Bank of Canada, 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 Act, R.S.O. 1990, c.

C.43, as amended (the "CJA") appointing James Williams & Associates Inc. as receiver

(in such capacities, the "Receiver") without security, of all of the assets, undertakings

and properties of Orion Hardware Corporation (the "Debtor") acquired for, or used in

relation to a business carried on by the Debtor, was heard this day at 330 University

Avenue, Toronto, Ontario.

ON READING the affidavit of Robert Fick sworn August 18, 2016 and the

Exhibits thereto and on hearing the submissions of counsel for the Plaintiff, no one

appearing for the Debtor although duly served as appears from the affidavit of service of

-2-

011

Karen Fox sworn August 22, 2016 and on reading the consent of James Williams &

Associates Inc. to act as the Receiver,

SERVICE

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

Motion 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, James Williams & Associates Inc. is hereby appointed Receiver,

without security, of all of the assets, undertakings and properties of the Debtor acquired

for, or used in relation to a business carried on by the Debtor, including all proceeds

thereof (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:

(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 the Property, or any part or parts 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;

-3- 012(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 machinery, equipment, inventories, supplies,

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 Property, 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 initiate, prosecute and continue the prosecution of any and all

proceedings and to defend all proceedings 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

conveyed shall extend to such appeals or applications for judicial review in

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

-4- 013(j) 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;

(k) 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, provided that the aggregate consideration for

all such transactions does not exceed $500,000; 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;

(iii) and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Act, shall not be required, and in each

case the Ontario Bulk Sales Act shall not apply.

(l) 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;

(m) 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 share information, subject to such

terms as to confidentiality as the Receiver deems advisable;

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

Property against title to any of the Property;

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

required by any governmental authority and any renewals thereof for and

-5-014

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

Debtor;

(p) 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;

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

which the Debtor may have; and

(r) 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 exclusion 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 instructions or behalf, and (iii) all other individuals,

firms, corporations, governmental bodies or agencies, or other entities having notice of

this Order (all of the 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 or 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

-6- 015to the business or 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 permit 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 information 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 recover and fully copy all of the information contained therein whether by way of

printing the information onto paper or making copies of computer disks or such other

manner of retrieving and copying the information 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

information in the Records as the Receiver may in its discretion require including

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.

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant

landlords with notice of the Receiver’s intention to remove any fixtures from any leased

premises at least seven (7) days prior to the date of the intended removal. The relevant

landlord shall be entitled to have a representative present in the leased premises to

observe such removal and, if the landlord disputes the Receiver’s entitlement to remove

any such fixture under the provisions of the lease, such fixture shall remain on the

-7- 016premises and shall be dealt with as agreed between any applicable secured creditors,

such landlord and the Receiver, or by further Order of this Court upon application by the

Receiver on at least two (2) days’ notice to such landlord and any such secured

creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

8. 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 written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or

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

Receiver or 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

10. 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.

-8- 017NO INTERFERENCE WITH THE RECEIVER

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

interfere with, repudiate, terminate or cease to perform any right, renewal right, contract,

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

of the Receiver or leave of this Court.

CONTINUATION OF SERVICES

12. 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 supply 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 domain 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 normal payment practices of the Debtor or

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

13. 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,

whether in existence on the date of this Order 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,

-9- 018shall be held by the Receiver to be paid in accordance with the terms of this Order or

any further Order of this Court.

EMPLOYEES

14. 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

terminate 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 Earner Protection Program Act

PIPEDA

15. 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 information is disclosed

shall maintain and protect the privacy 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 such information.

The purchaser of any Property shall be entitled to continue to use the personal

information 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 information to the Receiver, or ensure that all other

personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

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

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

-10- 019and/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

17. 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 part, or in respect of its

obligations under sections 81.4(5) 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 BIA or by any other applicable legislation.

RECEIVER’S ACCOUNTS

18. 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 unless otherwise ordered by the Court on the passing of accounts, and that the

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

charge (the "Receiver's Charge") on the Property, as security for such fees and

disbursements, 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

-11 - 020priority 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.

19. 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.

20. 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,

incurred at the standard 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

21. 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 $100,000 (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, 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.

- 12- 02122. 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.

23. 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

Certificates") for any amount borrowed by it pursuant to this Order.

24. 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.

SERVICE AND NOTICE

25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

‘'Protocol") is approved and adopted by reference herein and, in this proceeding, the

service of documents made in accordance with the Protocol (which can be found on the

Commercial List website at http://www.ontariocourts.ca/sci/practice/practice-

directions/toronto/e-service-protocol/) shall be valid and effective service. Subject to

Rule 17.05 this Order shall constitute an order for substituted service pursuant to Rule

16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d) of the Rules of Civil

Procedure and paragraph 21 of the Protocol, service of documents in accordance with

the Protocol will be effective on transmission. This Court further orders that a Case

Website shall be established in accordance with the Protocol with the following URL

,<http://jwilliamsassoc.com/>’.

26. THIS COURT ORDERS that if the service or distribution of documents in

accordance, with the Protocol is not practicable, the Receiver is at liberty to serve or

distribute this Order, any other materials and orders in these proceedings, any notices

or other correspondence, by forwarding true copies thereof by prepaid ordinary mail,

courier, personal delivery or facsimile transmission to the Debtor's creditors or other

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/

http://jwilliamsassoc.com/

-13- 022interested parties at their respective addresses as last shown on the records of the

Debtor and that any such service or distribution by courier, personal delivery or

facsimile transmission shall be deemed to be received on the next business day

following the date of forwarding thereof, or if sent by ordinary mail, on the third business

day after mailing.

GENERAL

27. THIS COURT ORDERS that the Receiver may from time to time apply to this

Court for advice and directions in the discharge of its powers and duties hereunder.

28. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver

from acting as a trustee in bankruptcy of the Debtor.

29. 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 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.

30. 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 carrying out the

terms of this Order, and that the Receiver 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 outside Canada.

31. THIS COURT ORDERS that the Plaintiff shall have its costs of this motion, up to

and including entry and service of this Order, provided for by the terms of the Plaintiff’s

security or, if not so provided by the Plaintiff'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 Court may determine.

32. 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.

®fir"iUToBwLE/DANS LE REGISTRE NO:

AUG 2 9 2016

PER/PAR: CL

SCHEDULE"A"

RECEIVER CERTIFICATE

CERTIFICATE NO.______________

AMOUNT $______________________

1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the

"Receiver") of the assets, undertakings and properties ORION HARDWARE

CORPORATION 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 Superior Court of Justice (Commercial List) (the "Court") dated the 29th day of

August, 2016 (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.

DOCSTOR-# 1771742-v8-Model_Recei vership_Order_(T_Reyes).doc

-2- 0^55. Until all liability in respect of this certificate has been terminated, no certificates

creating charges ranking or purporting to rank in priority to this certificate shall be issued

by the Receiver to any person other than the holder of this certificate without the prior

written consent of the holder of this certificate.

6. The charge securing this certificate shall operate so as to permit 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__.

JAMES WILLIAMS & ASSOCIATES INC., solely in its capacityas Receiver of the Property, and not in its personal capacity

Per:Name:Title:

#2575938 | 4098527

DOCSTOR-#1771742-v8-Model_Receivership_Order_(T_Reyes).doc

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Plaintiff

Defendants

THIS MOTION, made by James Williams & Associates Inc. (“JWAI”), in its capacity

as the Court-appointed receiver (the “Receiver”), without security, of all of the assets,

undertakings and properties of Orion Hardware Corporation (the “Debtor”), for an order, among

other things: (i) approving the First Report of the Receiver dated September 8, 2016 (the “First

Report”) and the actions of the Receiver set out therein; and (ii) requiring Michael Mammoliti

(“Mammoliti”), or any person with notice of this Order, to forthwith deliver to the Receiver the

2006 Ferrari F430 Spider FI bearing vehicle identification number ZFFEW59A860146895 (“the

Vehicle”), as more fully detailed in the First Report, was heard this day at 330 University

Avenue, Toronto, Ontario.

ON READING the First Report and appendices thereto, and on hearing the submissions

of counsel for the Receiver, no one appearing for Mammoliti or any other person on the service

list although properly served as appears from the affidavit of Eti Katz sworn September 9, 2016,

filed,

1. THIS COURT ORDERS that the time for service and filing 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.

2. THIS COURT ORDERS that the First Report be and is hereby approved and the actions

of the Receiver described therein be and are hereby approved.

3. THIS COURT ORDERS that Mammoliti, and any other person with notice of this

Order, forthwith deliver the Vehicle to the Receiver.

4. THIS COURT ORDERS AND DIRECTS that the Receiver take possession of the

Vehicle and realize on same for the benefit of the stakeholders of the Debtor.

5. THIS COURT ORDERS that Mammoliti shall pay the Receiver its costs of this motion

forthwith, fixed in the amount of $ V ' •

The Order as to costs as contained in paragraph 4 bears interest at the rate of 2 percent

per annum commencing on its date.

ENTERED AT / INSCRIT A TORONTO ON/BOOK NO'.LE/DANS IE REGISTRE NO;

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031Estate No. 31-458192


IN THE MATTER OF THE RECEIVERSHIP OF ORION HARDWARE CORPORATION

I. INTRODUCTION

This is the First Report to Court of James Williams & Associates Inc. ("JWAI") in its capacity as Court-appointed receiver (the "Receiver") of Orion Hardware Corporation (the "Company"). On August 29, 2016 (the "Date of Appointment") an application was made by the Royal Bank of Canada ("RBC" or "Secured Creditor") to the Ontario Superior Court of Justice (Commercial List) to appoint the Receiver. JWAI was appointed Receiver of all of the Company's assets, undertaking and property by Order of the Honourable Justice Newbould (the "Appointment Order"). Attached hereto as Appendix "A" to this First Report is a copy of the Appointment Order.

The purpose of this First Report is to provide information to this Honourable Court in support of the Receiver's motion for an order directing Michael Mammoliti ("Mammoliti") to deliver a vehicle leased by the Company to the Receiver.

II. BACKGROUND

The Company is a Canadian owned, private corporation carrying on business as a distributor and wholesaler of door handles and bathroom accessories. Attached hereto as Appendix "B" is the corporate profile report for the Company, which shows that Mammoliti is a director of the Company."

The Company rents office and warehouse space at 51 Terecar Road, Unit 1, Woodbridge, Ontario (the "Premises").

III. THE VEHICLE

The Company leased a 2006 Ferrari F430 Spider FI with a VIN of ZFFEW59A860146895 (the "Ferrari") from Auto One Group Limited / 2232211 Ontario Inc. (the "Lessor"). The Receiver has been unable to obtain possession of the Ferrari despite requests.

A copy of the Ferrari lease ("Lease") is attached hereto as Appendix "C". The last payment under the Lease was due on September 1, 2016. No payment was made

032given the Receivership. The Receiver has been in communication with the Lessor which has provided the Receiver with a buyout statement setting out the amount required to be paid under the lease in the event of early termination. A copy of the buyout statement is attached hereto as Appendix "D".

While the Receiver is unable to obtain a detailed appraisal of the Ferrari without inspecting the car, it has obtained an estimate of realizable value from Platinum Asset Services Inc. ("Platinum"). A copy of Platinum's estimate is attached hereto as Appendix "E". While the extent of the equity which could be realized on the buyout of the Ferrari remains to be determined given that the Receiver has not been able to inspect the vehicle and obtain a detailed appraisal, based upon the buyout statement and Platinum's estimate of realizable value, approximately $60,000 of equity could potentially be realized by the Receiver.

The Receiver conducted a search of the Personal Property Security Act registration system ("PPSA") on August 30, 2016. The results of the PPSA search are attached hereto as Appendix "F". The PPSA results show a registration against the Ferrari in favour of A1 Palladini Leasing. The Lessor has advised the Receiver that A1 Palladini Leasing is a trade name used by the Lessor.

The Receiver has been provided with insurance coverage provided under an automobile insurance policy (the "Policy") issued by The Economical Mutual Insurance Company ("Economical"). The Policy is issued only to the Company and appears to cover all its vehicles. A copy of the certificate of insurance and a past account statement are attached hereto as Appendix "G". The Ferrari is one of the vehicles insured under the Policy based on the insurance documents reviewed by the Receiver. The Receiver has been advised by Economical that the last monthly premium payment was due August 22nd, 2016. It remains outstanding and that the Policy will be cancelled if the premium is not paid by September 15, 2016 which will leave the Ferrari uninsured.

IV. CORRESPONDENCE WITH MAMMOLITI

On August 31, 2016 the Receiver participated in a telephone call with John Jalovec ("Jalovec") of CCFC Financial ("CCFC"). Prior to the receivership, the Company had retained CCFC as a consultant, and Jalovec held himself out as a representative of Mammoliti following the Receiver's appointment. During the call, Jalovec advised the Receiver that Mammoliti would not return the Ferrari. Despite requests no explanation was provided to the Receiver to support Mammoliti's position.

Immediately following the telephone call with Jalovec, the Receiver wrote to Mammoliti and advised him that, pursuant to the Appointment Order, he was required to deliver the Ferrari to the Receiver. A copy of the Receiver's letter to

(2)

0S3

Mammoliti is attached hereto as Appendix "H". The Receiver also left voicemails on Mammoliti's home and cellular phones on September 1, 2016.

On September 2, 2016 the Receiver wrote to the Lessor and asked that it contact Mammoliti and instruct him to deliver the Ferrari to the Receiver. On September 6, 2016 the Lessor confirmed that it had advised Mammoliti that he was required to deliver the Ferrari to the Receiver. The Lessor has also advised the Receiver that it supports the Receiver's efforts to take possession of, and realize on, the Ferrari. A copy of the Receiver's email exchange with the Lessor setting out the foregoing is attached hereto as Appendix "I".

On September 6, 2016, the Receiver received an email from Ryan Bose of CCFC, attached as Appendix "J", advising that Jalovec and Mammoliti would attend at the Premises on September 7, 2016 so that Mammoliti could retrieve some personal effects. However, on September 7, 2016, only Jalovec attended at the Premises. Jalovec advised the Receiver that Mammoliti had received the Receiver's letter (Appendix "H" above) requiring the return of the Ferrari. Jalovec further advised the Receiver that Mammoliti would re-schedule a time with the Receiver at which to retrieve his personal effects. As at the time of the signing of this Report, Mammoliti has not contacted the Receiver, has not responded to the Receiver's correspondence concerning the return of the Ferrari, and has failed to deliver the Ferrari to either the Receiver or the Lessor.

V. CONCLUSION

The Receiver respectfully requests that this Honourable Court make an order requiring Mammoliti to deliver the Ferrari to the Receiver, so that the Receiver may attempt to realize on the equity in the Ferrari.

All of which is respectfully submitted.

Dated at Toronto this 8th day of September, 2016

James Williams & Associates Inc.,solely in its capacity as Receiver of Orion Hardware Corporation and not in its personal capacity

James Williams President

(3)

Tab D

0S4Richard Williams

From:Sent:To:Cc:Subject:Attachments:

Mark van Zandvoort September-15-16 11:09 AM 'michael'; 'adrianmammoliti_1996'; 'rmp''Richard Williams'; Sanj Mitra; 'Ken Kallish'; 'John Jalovec(John)'; 'Ryan Bose'Orion - Hearing re: Ferrari - Order of Justice NewbouldIssued and entered order of Justice Newbould - September 15, 2016.pdf; Endorsement of Justice Newbould - September 15, 2016.pdf

Importance: High

Mr. Mammoliti,

Please see attached the issued and entered Order and endorsement of the Honourable Mr. Justice Newbould, made today. Paragraph 4 of the Order orders and directs that the Receiver take possession of the 2006 Ferrari F430 Spider F1 (the “Vehicle”) and realize on same. Mr. Mammoliti, please advise the Receiver immediately of the location of the Vehicle so that it can be retrieved by the Receiver. Absent your cooperation today, the Receiver will be bringing a motion for a finding of contempt as against you. Please note that the Honourable Mr. Justice Newbould’s endorsement, attached, expressly provides that "If Mr. Mammoliti does not comply with [the Order] forthwith, I expect a motion that he is in contempt of court will be brought against him which will have severe conseguences for him".

Mr. Mammoliti, you are required, pursuant to paragraph 5 of the Order, to forthwith pay the Receiver its costs of today’s motion in the amount of $4,000. Please deliver the cheque forthwith to the Receiver, payable to “James Williams & Associates Inc.”.

Mr. Mammoliti, we will similarly send a copy of His Honour’s Order and endorsement from today’s attendance by ordinary mail to your residence at 59 Kimber Crescent, Woodbridge, ON L4L 9A6. If there is any other method of delivery of the Order and endorsement which you would request beyond email and ordinary mail, please provide same with particulars.

While we have not received confirmation from Mr. Piehler that he is acting in this matter, I would urge Mr. Piehler to have Mr. Mammoliti cooperate with His Honour’s Orders and endorsement from today’s attendance.

Regards,

Mark van Zandvoort

Mark van Zandvoort

T 416.865.4742 F 416.863.1515E [email protected]

Brookfield Place • 181 Bay Street Suite 1800 • Box 754 Toronto ON • M5J 2T9 • Canadawww.airdberlis.com

Aird & Berlis llpBflfrttfen; nod Soiteliori

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Any advice contained in inis communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (m) promoting, marketing or recommending to another party any transaction or matter addressed in this communication,

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From: Ken Kallish [mailto:[email protected]]Sent: September-14-16 7:03 PMTo: 'Ryan Bose' <[email protected]>; Sanj Mitra <[email protected]>Cc: 'Richard Williams' <[email protected]>; Mark van Zandvoort <[email protected]>; 'John Jalovec(John)' <[email protected]>; 'michael' <[email protected]>; 'rmp' <[email protected]>; 'adrianmammoliti_1996' <[email protected]>Subject: RE: Orion - Hearing re: Ferrari

Mr. Bose,

If Mr. Piehler is acting for Mr. Mammolitti with respect to the RBC guarantee action, you can send him this e mail and he can contact me.

Kenneth L. Kallish* I T: 416.369.4124 I F: 416.864.9223 | www.mindenaross.com*on behalf of Kenneth L. Kallish Professional CorporationrM MERITAS LAW FIRMS WORLDWIDEMindbn

Gross

From: Ryan Bose [mailto:[email protected] Sent: Wednesday, September 14, 2016 6:35 PM To: Sanj Mitra <[email protected]>Cc: Richard Williams <[email protected]>; Mark van Zandvoort <[email protected]>; John Jalovec(John) <[email protected]>: michael <[email protected]>; rmp <[email protected]>; adrianmammoliti_1996 <adrianmammoliti [email protected]>: Ken Kallish <[email protected]> Subject: Re: Orion - Hearing re: Ferrari

Thank you for your email, I will defer to Mr. Piehler as Mr. Mammoliti's counsel.

Ryan V. Bose

Portfolio ManagerCanadian Credit & Finance Consultants (CCFC)

277 Dalesford Road Etobicoke, ON M8Y 1G4 P: 416.451.9187 F: 416.259.4492

2










http://www.mindenaross.com










E- [email protected] W - www.ccfcfinancial.com

Oo 6

This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error, please notify the sender. This message contains confidential information and is intended only for the individual named, if you are not the named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

— On Wed, 14 Sep 2016 18:21:43 -0400 Sanj Mitra <[email protected]>wrote —

Thank you for your email.

No one representing Mr Mammolitti has been in touch with Aird & Berlis LLP regarding the motion of the Receiver for recovery of the Ferrari.

I note that the correspondence attached to the email below was sent to Minden Gross which is counsel to RBC. This letter was not sent to us and we have never seen a copy of same prior to receipt of the email below.

Regardless, the letter deals with a request to counsel for RBC regarding the motion record appointing the receiver and an indulgence regarding the time to put in a defence to what I assume is a guarantee action. That issue is separate and apart from the return of the Ferrari.

Mr. Mammolitti has ignored requests of both the receiver and the leasing company to turn the vehicle over. There will be no insurance on the vehicle tomorrow and we will be in court to schedule recovery of same. Mr Mammolitti has been served by both email and mail with our record.

Mr Mammolitti or his counsel are free to attend. There is a 930 hearing scheduled before a judge of the Toronto Commercial List. I have not seen the list but it will likely take place on the eighth floor of 330 University Avenue.

I have copied counsel for RBC given the fact that there has been reference to the guarantee action.

Sanj Mitra Aird & Berlis LLP

Sent from my iPhone

On Sep 14, 2016, at 5:14 PM, Ryan Bose <[email protected]:[email protected]>> wrote:

Good afternoon Richard,

Thank you for seeing us earlier today to clear out Michael's personal belongings.

Michael's counsel has been in contact with A&B and served them with a Notice of Intent to Defend. I have attached same for your consideration. As counsel has been engaged, I would suggest that it would be best that we refer all future inquiries/notices to him to avoid any miscommunication.

3


http://www.ccfcfinancial.com




037Sincerely,

Ryan V. Bose Portfolio ManagerCanadian Credit & Finance Consultants (CCFC)

277 Dalesford Road Etobicoke, ON M8Y 1G4 P: 416.451.9187 F: 416.259.4492E- [email protected]<mailto:[email protected]> W - www.ccfcfinancial.com<http://www.ccfcfinancial.com/>

This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error, please notify the sender. This message contains confidential information and is intended only for the individual named. If you are not the named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

On Wed, 14 Sep 2016 16:50:31 -0400 Richard Williams <[email protected] <mailto:[email protected]>> wrote —

Ryan,

When we spoke today you indicated that you would instruct Mr. Piehler to contact our lawyers for a copy of the motion record. We are advised that has not occurred.

We are in court tonorrow at 9:15. There is no insurance on the Ferrari after tomorrow - it needs tp be returned to the Receiver.

Regards

Richard Williams

<Letterto Mark Freake, Sept. 12, 2016.pdf>

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http://www.ccfcfinancial.com/



Tab E

i Aird & Berlis LLP1 Barristers and Solicitors

| Mark van Zandvoortt Direct: 416.865.4742| E-mail:[email protected]

| September 15, 2016

| BY EMAIL AND REGULAR MAILI

I MICHAEL MAMMOLITII 59 Kimber Crescent

Woodbridge, ON L4L 9A6

Dear Mr. Mammoliti:

Re: Royal Bank Of Canada v. Orion Hardware Corporation et al.Court File No.: CV-16-11493-00CL

Kindly find enclosed the issued and entered Order and endorsement of Justice Newbould, both dated September 15, 2016.

Yours truly,

Mark va/i Zandvoort MvZ/pk

• Encj:

Cc: Mark A. Freake, MINDEN GROSS LLP, Lawyers for the Plaintiff, Royal Bank of Canada Kenneth L, Kallish, MINDEN GROSS LLP, Lawyers for the Plaintiff, Royal Bank of Canada Diane Winters, CANADA REVENUE AGENCY Kevin J. O’Hara, MINISTRY OF FINANCE

27150112.1

Brookfield Place, 181 Bay Street, Suite 1800, Box 754 • Toronto, ON > M5J 2T9 . Canada T 416.863.1500 F 416.863.1515

www.airtlberli5.com


http://www.airtlberli5.com

Tab F

039Richard Williams

Sent:To:Cc:Subject:Attachments:

From: Sanj MitraSeptember-15-16 2:05 PM John JalovecRichard Williams; Mark van Zandvoort; michael; rmp; Ryan Bose Re: Orion - Hearing re: Ferrari - Order of Justice Newbould image004.jpg; image003.png; image007.jpg; image006.png; image005.jpg; image003.png; image004.jpg; image005.jpg; image006.png; image004.jpg; image005.jpg; image007.jpg

These informational requests are directed at Mr Mammolitti rather than you

Is he refusing to provide this information?


Sent from my iPhone

On Sep 15; 2016, at 1:31 PM, John Jalovec <[email protected]<mailto:[email protected]» wrote:

I have no idea call him

Sent from my BlackBerry 10 smartphone on the Rogers network.From: Sanj MitraSent: Thursday, September 15, 2016 12:53 PMTo: 'John Jalovec'; Richard Williams; Mark van Zandvoort; michael; rmp Cc: Ryan Bose; Sanj MitraSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

A phone number is not sufficient.

Where is this mechanic located? What is the name of the mechanic? What is the name of the mechanic's business. What is the last known location of the vehicle?

Please provide this immediately. ■

Sanjeev Mitra, B.Sc., LL.B.

T 416.865.3085 F 416.863.1515

1

mailto:[email protected]%c2%bb

E [email protected]<mailto:[email protected]>040

Brookfield Place • 181 Bay StreetSuite 1800 • Box 754Toronto ON • M5J 2T9 • Canadawww.airdberlis.com<http://www.airdberlis.com/>

[http://www.airdberlis.com/emailbanners/EmailSig/New-A&B-(black).jpg]

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission.Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.[http://www.airdberlis.com/emailbanners/EmailSig/tree_2.jpglPlease consider the environment before printing this email.

From: John Jalovec [mailto:[email protected]]Sent: September-15-16 12:50 PMTo: Richard Williams <[email protected]<mailto:[email protected]»; Mark van Zandvoort <[email protected]<mailto:[email protected]»; michael <[email protected]<mailto:[email protected]»; rmp <[email protected]<mailto:[email protected]»Cc: Sanj Mitra <[email protected]<mailto:[email protected]»; Ryan Bose <[email protected]<mailto:[email protected]»Subject: Re: Orion - Hearing re: Ferrari - Order of Justice Newbould

I gave him your ft his is 416 587-4561

Sent from my BlackBerry 10 smartphone on the Rogers network.From: Richard WilliamsSent: Thursday, September 15, 2016 12:05 PMTo: Mark van Zandvoort; michael; rmpCc: Sanj Mitra; John Jalovec(John); Ryan BoseSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

Mr. Mammoliti,

2


http://www.airdberlis.com/

http://www.airdberlis.com/emailbanners/EmailSig/New-A&B-(black).jpg

http://www.airdberlis.com/emailbanners/EmailSig/tree_2.jpglPlease








041We have been advised by Mr. Jalovec that the Vehicle is being held by a mechanic subject to a mechanic's lien. Mr. Jalovec undertook to provide details of the mechanic but has yet to do so.

Please immediately confirm the name and contact information of the party in possession of the Vehicle.

Regards,

Richard Williams, CFE, CIRP, LIT

James Williams & Associates Inc.110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone:(416)925-4550 Fax: (416) 925-4042

Licensed Insolvency Trustees

From: Mark van Zandvoort [mailto:[email protected]<mailto:[email protected]>]Sent: September-15-16 11:09 AMTo: 'michael1; 'adrianmammoliti_1996'; 'rmp'Cc: 'Richard Williams'; Sanj Mitra; 'Ken Kallish'; 'John Jalovec(John)'; 'Ryan Bose'Subject: Orion - Hearing re: Ferrari - Order of Justice Newbould Importance: High

Mr. Mammoliti,

Please see attached the issued and entered Order and endorsement of the Honourable Mr. Justice Newbould, made today. Paragraph 4 of the Order orders and directs that the Receiver take possession of the 2006 Ferrari F430 Spider FI (the "Vehicle") and realize on same. Mr. Mammoliti, please advise the Receiver immediately of the location of the Vehicle so that it can be retrieved by the Receiver. Absent your cooperation today, the Receiver will be bringing a motion for a finding of contempt as against you. Please note that the Honourable Mr. Justice Newbould's endorsement, attached, expressly provides that "If Mr. Mammoliti does not comply with [the Order] forthwith, I expect a motion that he is in contempt of court will be brought against him which will have severe consequences for him".

Mr. Mammoliti, you are required, pursuant to paragraph 5 of the Order, to forthwith pay the Receiver its costs of today's motion in the amount of $4,000. Please deliver the cheque forthwith to the Receiver, payable to "James Williams & Associates Inc.".

Mr. Mammoliti, we will similarly send a copy of His Honour's Order and endorsement from today's attendance by ordinary mail to your residence at 59 Kimber Crescent, Woodbridge, ON L4L 9A6. If there is any other method of delivery of the Order and endorsement which you would request beyond email and ordinary mail, please provide same with particulars.

While we have not received confirmation from Mr. Piehlerthat he is acting in this matter, I would urge Mr. Piehlerto have Mr. Mammoliti cooperate with His Honour's Orders and endorsement from today's attendance.

Regards,

Mark van Zandvoort

3

mailto:[email protected]%3cmailto:[email protected]

Mark van Zandvoort

042

T 416.865.4742 F 416.863.1515E [email protected]<mailto:[email protected]>

Brookfield Place • 181 Bay StreetSuite 1800 • Box 754Toronto ON • M5J 2T9 • Canadawww.airdberlis.com<http://www.airdberlis.com/>

[http://www.airdberlis.com/emailbanners/EmailSig/New-A&B-(black).jpg]

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission.Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.[http://www.airdberlis.com/emailbanners/EmailSig/tree_2.jpglPlease consider the environment before printing this email.

From: Ken Kallish [mailto:[email protected]]Sent: September-14-16 7:03 PMTo: 'Ryan Bose' <[email protected]<mailto:[email protected]»; Sanj Mitra <[email protected]<mailto:[email protected]»Cc: 'Richard Williams' <[email protected]<mailto:[email protected]»; Mark van Zandvoort <[email protected]<mailto:[email protected]»; 'John Jalovec(John)' <[email protected]<mailto:[email protected]»; 'michael' <[email protected]<mailto:[email protected]»; 'rmp' <[email protected]<mailto:[email protected]»; ’adrianmammoliti_1996' <[email protected]<mailto:[email protected]»Subject: RE: Orion - Hearing re: Ferrari

Mr. Bose,


Kenneth L. Kallish* | T: 416.369.4124 | F: 416.864.9223 | www.mindengross.com<http://www.mindengross.com/>

4


http://www.airdberlis.com/

http://www.airdberlis.com/emailbanners/EmailSig/New-A&B-(black).jpg

http://www.airdberlis.com/emailbanners/EmailSig/tree_2.jpglPlease










http://www.mindengross.com/

*on behalf of Kenneth L. Kallish Professional Corporation MERITAS LAW FIRMSWORLDWIDE<http://www.mindengross.com/>[MindenGross_Logo]<http://www.mindengross.com/><http://www.mindengross.com/>

- 043

From: Ryan Bose [mailto:[email protected]]Sent: Wednesday, September 14, 2016 6:35 PMTo: Sanj Mitra <[email protected]<mailto:[email protected]»Cc: Richard Williams <[email protected]<mailto:[email protected]»; Mark van Zandvoort <[email protected]<mailto:[email protected]»; John Jalovec(John) <[email protected]<mailto:[email protected]»; michael <[email protected]<mailto:[email protected]»; rmp <[email protected]<mailto:[email protected]»; adrianmammoliti_1996<[email protected]<mailto:[email protected]»; Ken Kallish <[email protected]<mailto:[email protected]»Subject: Re: Orion - Hearing re: Ferrari





-— On Wed, 14 Sep 2016 18:21:43 -0400 Sanj Mitra <[email protected]<mailto:[email protected]»wrote -—




5



http://www.min












mailto:[email protected]%c2%bbwrote





- 044


Sent from my iPhone

On Sep 14, 2016, at 5:14 PM, Ryan Bose<ryan@ccfcfinanciaLcom<mailto:[email protected]><mailto:[email protected]<mailto:[email protected] om>» wrote:




Sincerely,


277 Dalesford Road Etobicoke, ON M8Y 1G4 P: 416.451.9187 F: 416.259.4492 [email protected]<mailto:[email protected]><mailto:[email protected]<mailto:[email protected]»W - www.ccfcfinancial.com<http://www.ccfcfinancial.comxhttp://www.ccfcfinancial.com/>

6






http://www.ccfcfinancial.comxhttp://www.ccfcfinancial.com/

C45This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error, please notify the sender. This message contains confidential information and is intended only for the individual named. If you are not the named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

— On Wed, 14 Sep 2016 16:50:31 -0400 Richard Williams<[email protected]<mailto:[email protected]><mailto:richard(S)jwilliamsassoc.com<mailto:richard @jwilliamsassoc.com»>wrote -—

Ryan,

When we spoke today you indicated that you would instruct Mr. Piehlerto contact our lawyers for a copy of the motion record. We are advised that has not occurred.


Regards

Richard Williams


<image004.jpg><image003.png><image007.jpg><image006.png><image005.jpg>

7


mailto:richard(S)jwilliamsassoc.com%3cmailto:[email protected]%c2%bb

mailto:richard(S)jwilliamsassoc.com%3cmailto:[email protected]%c2%bb

Tab G

046Richard Williams

From: Sanj MitraSent: September-19-16 3:01 PMTo: ’Richard Williams'; John Jalovec; Mark van Zandvoort; michael; rmpCc: Ryan Bose; Sanj MitraSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

My client has made contact with Ulrich Bieri at the number that you provided.

Mr. Bieri and or his company are claiming to have a security interest in the vehicle. He has also advised my client that he was contacted by Mr. Mammolitti today and advised not to deal with the Receiver regarding the vehicle. According to Mr. Bieri, Mr. Mammolitti advised Mr. Bieri to deal with him or Mr. Jalovec regarding the vehicle. The foregoing, if accurate, interferes with the Receiver’s mandate and constitutes a breach of the appointment order of the Honourable Mr. Justice Newbould. If this interference with the Receiver’s mandate continues, the Receiver will be bringing this matter back before the Court.

All parties on this email are given notice of the foregoing.

Also, my client has indicated that it wants copies of all communications and documents regarding the vehicle and Mr. Bieri. To date nothing regarding same has been provided to the Receiver by Mr. Mammolitti. The obligation to provide the foregoing is also contained in the appointment order. If anyone wants me to point out the specifics of the Order to support what I am suggesting, please confirm.

Sanjeev Mitra, B.Sc., ll.b.

T 416.865.3085 F 416.863.1515 E [email protected]

Brookfield Place • 181 Bay Street Suite 1800 * Box 754 Toronto ON • M5J 2T9 > Canadavww.airdberlis.com

Aird & Berlis llpBnrrlMer?. nrxj Sc^cltars

This message may contain confidential and/or privileged information and is intended only for the individual named If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & 3eills LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission. •.

Any advice contained in this communication, including any attachments, which may be interpreted as !JS tax' advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

Please consider the environment before printing this email.

1


047From: Richard Williams [mailto:[email protected]]Sent: September-15-16 1:42 PMTo: John Jalovec <[email protected]>; Sanj Mitra <[email protected]>; Mark van Zandvoort <[email protected]>; michael <[email protected]>; rmp <[email protected]>Cc: Ryan Bose <[email protected]>Subject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

Does Mr. Mammoliti have any paperwork regarding the services provided by the ‘mechanic’?


James Williams & Associates Inc.110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone: (416) 925-4550 Fax: (416) 925-4042


From: John Jalovec fmailto:[email protected]]Sent: September-15-16 1:32 PMTo: Sanj Mitra; Richard Williams; Mark van Zandvoort; michael; rmp Cc: Ryan Bose; Sanj MitraSubject: Re: Orion - Hearing re: Ferrari - Order of Justice Newbould


Sent from my BlackBerry 10 smartphone on the Rogers network.

From: Sanj MitraSent: Thursday, September 15, 2016 12:53 PMTo: 'John Jalovec'; Richard Williams; Mark van Zandvoort; michael; rmpCc: Ryan Bose; Sanj MitraSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould


Where is this mechanic located? What is the name of the mechanic? What is the name of the mechanic’s business. What is the last known location of the vehicle?

Please provide this immediately.

Sanjeev Mitra, b.Sc., ll.b.

T 416.865.3085 F 416,863.1515 E [email protected]


Aird & Berlis LLP

Bniri*)cr* nr*) Sc&cftomr

2











048This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email il you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure 01 error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Bertis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission,

Any advice contained in this communication, including any attachments, which may be interpreted as US iax advice is not intended orv/ritlen to be used, and cannot be used, for the purpose of (i) avoiding penalties under the internal Revenue Code; or (II) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

A Please consider the environment before printing this email.

From: John Jalovec [mailto:ccfc(5) rogers.com]Sent: September-15-16 12:50 PMTo: Richard Williams <richard(q)iwilliamsassoc.com>; Mark van Zandvoort <mvanzandvoort(5)airdberlis.com>: michael <[email protected]>: rmp <rmp(q>boglaw.ca>Cc: Sanj Mitra <smitra(5)airdberlis.com>; Ryan Bose <rvan(5)ccfcfinancial.com>Subject: Re: Orion - Hearing re: Ferrari - Order of Justice Newbould

I gave him your # his is 416 587-4561


From: Richard WilliamsSent: Thursday, September 15, 2016 12:05 PMTo: Mark van Zandvoort; michael; rmpCc: Sanj Mitra; John Jalovec(John); Ryan BoseSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

Mr. Mammoliti,

We have been advised by Mr. Jalovec that the Vehicle is being held by a mechanic subject to a mechanic’s lien. Mr. Jalovec undertook to provide details of the mechanic but has yet to do so.


Regards,


James Williams & Associates Inc.110 Yonge Street, Suite 1900 'Toronto, ON M5C 1T4 Phone: (416) 925-4550 Fax: (416) 925-4042


From: Mark van Zandvoort Fmailto:[email protected]: September-15-16 11:09 AMTo: 'michael'; 'adrianmammoliti_1996'; 'rmp'Cc: 'Richard Williams'; Sanj Mitra; 'Ken Kallish'; 'John Jalovec(John)'; 'Ryan Bose'

3

mailto:ccfc(5)_rogers.com


Subject: Orion - Hearing re: Ferrari - Order of Justice NewbouldImportance: High

Mr. Mammoliti,

Please see attached the issued and entered Order and endorsement of the Honourable Mr. Justice Newbould, made today. Paragraph 4 of the Order orders and directs that the Receiver take possession of the 2006 Ferrari F430 Spider F1 (the “Vehicle”) and realize on same. Mr. Mammoliti, please advise the Receiver immediately of the location of the Vehicle so that it can be retrieved by the Receiver. Absent your cooperation today, the Receiver will be bringing a motion for a finding of contempt as against you. Please note that the Honourable Mr. Justice Newbould’s endorsement, attached, expressly provides that “If Mr. Mammoliti does not comply with [the Order] forthwith, I expect a motion that he is in contempt of court will be brought against him which will have severe consequences for him”.

Mr. Mammoliti, you are required, pursuant to paragraph 5 of the Order, to forthwith pay the Receiver its costs of today's motion in the amount of $4,000. Please deliver the cheque forthwith to the Receiver, payable to “James Williams & Associates Inc.”.


While we have not received confirmation from Mr. Piehler that he is acting in this matter, I would urge Mr. Piehlerto have Mr. Mammoliti cooperate with His Honour’s Orders and endorsement from today’s attendance.

Regards,

Mark van Zandvoort

049

Mark van Zandvoort



Aird & Berlis llp

Qairltfer? aryl Solkcltcus

This message may contain confidential and/or privileged information and is intended only for the individual- named If you are not the named addressee you should not disseminate, distribute or copy this email Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & 8ertis LLP nor the sender, therefore, accepts liability for any errors or emissions in the contents of (his message, which arise as a result of email transmission.

Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (!!) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.


4



050From: Ken Kallish [mailto:KKallish(Smindengross.com1 Sent: September-14-16 7:03 PMTo: 'Ryan Bose' <rvan(Sccfcfinancial.com>: Sanj Mitra <smitra(5)airdberlis.com>Cc: 'Richard Williams' <richard(S>iwiHiamsassoc.com>: Mark van Zandvoort <mvanzandvoort(5>airdberlis.com>; 'John Jalovec(John)' <ccfc(Srogers.com>; 'michael' <michael(5)orionhardware.com>: 'rmp' <rmp(5>boglaw.ca>; 'adrianmammoliti_1996' <adrianmammoliti 1996(5>hotmail.com>Subject: RE: Orion - Hearing re: Ferrari

Mr. Bose,


Kenneth L. Kallish* I T: 416.369.4124 I F: 416.864.9223 I www.mindenaross.com*on behalf of Kenneth L. Kallish Professional Corporation fXI MERITAS LAW FIRMS WORLDWIDEMlNDJiNGross'" j

From: Ryan Bose fmailto:rvan(S)ccfcfinancial.com1 Sent: Wednesday, September 14, 2016 6:35 PM To: Sanj Mitra <smitra(Sairdberlis.com>Cc: Richard Williams <richard(a>iwilliamsassoc.com>: Mark van Zandvoort <mvanzandvoort(5)airdberlis.com>; John Jalovec(John) <[email protected]>; michael <michaeiPorionhardware.com>: rmp <rmp(5)boglaw.ca>; adrianmammoliti_1996 <adrianmammoliti 1996(S)hotmail.com>: Ken Kallish <KKallish(a>mindengross.com> Subject: Re: Orion - Hearing re: Ferrari


Ryan V. BosePortfolio ManagerCanadian Credit & Finance Consultants (CCFC)

277 Dalesford Road Etobicoke, ON M8Y 1G4 P: 416.451.9187 F: 416.259.4492 E- [email protected] W - www.ccfcfinancial.com

This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error, please notify the sender. This message contains confidential information and is intended only for the individual named, If you are not the named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

— On Wed, 14 Sep 2016 18:21:43 -0400 Sanj Mitra <[email protected]>wrote —


5

mailto:KKallish(Smindengross.com

http://www.mindenaross.com

mailto:rvan(S)ccfcfinancial.com











- 051


Sent from my iPhone

On Sep 14, 2016, at 5:14 PM, Ryan Bose <[email protected]<mailto:[email protected]>> wrote:




Sincerely,



This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error, please notify

6







the sender. This message contains confidential information and is intended only for the individual named. If you are not the named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

- 052

— On Wed, 14 Sep 2016 16:50:31 -0400 Richard Williams <[email protected]<mailto:[email protected]>>wrote —

Ryan,

When we spoke today you indicated that you would instruct Mr. Piehler to contact our lawyers for a copy of the motion record. We are advised that has not occurred.


Regards

Richard Williams


7



Tab H

Richard Williams

053

From: John JalovecSeptember-20-16 8:34 AMSanj Mitra; 'Richard Williams'; Mark van Zandvoort; michael; rmp Ryan BoseRe: Orion - Hearing re: Ferrari - Order of Justice Newbould Ferrari Liens.pdf

Sent:To:Cc:Subject:Attachments:

Here is a copy of the liens .Please forward to the appropriate parties and call me

JOHN JALOVEC,A.C.I.PrincipalCCFC Financial

FINANCING SOLUTIONS

277 Dalesford Road Etobicoke ON M8Y1G4 E: [email protected] C: 416-804-1809 F: 416-259-4492

On Monday, September 19, 2016 3:01 PM, Sanj Mitra <[email protected]> wrote:

My client has made contact with Ulrich Bieri at the number that you provided.

Mr. Bieri and or his company are claiming to have a security interest in the vehicle. He has also advised my client that he was contacted by Mr. Mammolitti today and advised not to deal with the Receiver regarding the vehicle. According to Mr. Bieri, Mr. Mammolitti advised Mr. Bieri to deal with him or Mr. Jalovec regarding the vehicle. The foregoing, if accurate, interferes with the Receiver’s mandate and constitutes a breach of the appointment order of the Honourable Mr. Justice Newbould. If this interference with the Receiver’s mandate continues, the Receiver will be bringing this matter back before the Court.

All parties on this email are given notice of the foregoing.

Also, my client has indicated that it wants copies of all communications and documents regarding the vehicle and Mr. Bieri. To date nothing regarding same has been provided to the Receiver by Mr. Mammolitti. The obligation to provide the foregoing is also contained in the appointment order. If anyone wants me to point out the specifics of the Order to support what I am suggesting, please confirm.

l





Brookfield Place • 181 Bay Street Suite 1800* Box 754 Toronto ON • M5J 2T9 • Canada mvvv.airdbcrlis.com

AlRD & BeRLIS up

ftarriftOT nr>d Solkrltcm*

Tin’s message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission.Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

>a Please consider the environment before printing this email.

From: Richard Williams [mailto:[email protected]]Sent: September-15-16 1:42 PMTo: John Jalovec <[email protected]>; Sanj Mitra <[email protected]>; Mark van Zandvoort <[email protected]>; michael <[email protected]>; rmp <[email protected]> Cc: Ryan Bose <[email protected]>Subject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

Does Mr. Mammoliti have any paperwork regarding the services provided by the 'mechanic'?


James Williams & Associates Inc.110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone: (416)925-4550 Fax: (416)925-4042


From: John Jalovec [mailto:[email protected] Sent: September-15-16 1:32 PMTo: Sanj Mitra; Richard Williams; Mark van Zandvoort; michael; rmp Cc: Ryan Bose; Sanj MitraSubject: Re: Orion - Hearing re: Ferrari - Order of Justice Newbould



2









From: Sanj MitraSent: Thursday, September 15, 2016 12:53 PMTo: 'John Jalovec'; Richard Williams; Mark van Zandvoort; michael; rmp Cc: Ryan Bose; Sanj MitraSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

. .. .... ........_____........._______ ... 055


Where is this mechanic located? What is the name of the mechanic? What is the name of the mechanic's business. What is the last known location of the vehicle?

Please provide this immediately.



Brookfield Place *181 Bay Street Suite 1800 • Box 754 Toronto ON • M5J 2T9 • Canada www.airdbciiis.com

Aird & Berlis llp

Barrt e'er* And So&cttara

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email, Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission.Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of(i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

■a Please consider the environment before printing this email.

From: John Jalovec fmailto:[email protected] Sent: September-15-16 12:50 PMTo: Richard Williams <[email protected]>; Mark van Zandvoort<[email protected]>; michael <[email protected]>: rmp <[email protected]> Cc: Sanj Mitra <[email protected]>; Ryan Bose <[email protected]>Subject: Re: Orion - Hearing re: Ferrari - Order of Justice Newbould

I gave him your # his is 416 587-4561


From: Richard Williams

3


http://www.airdbciiis.com








. ..... .................... .................... ............................ . 056Spilt* TVtnrcHnv ^pntpmhpr 9016 19*0S PA/fTo: Mark van Zandvoort; michael; rmpCc: Sanj Mitra; John Jalovec(John); Ryan BoseSubject: RE: Orion - Hearing re: Ferrari - Order of Justice Newbould

Mr. Mammoliti,

We have been advised by Mr. Jalovec that the Vehicle is being held by a mechanic subject to a mechanic’s lien. Mr. Jalovec undertook to provide details of the mechanic but has yet to do so.


Regards,


James Williams & Associates Inc.110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone: (416) 925-4550 Fax: (416)925-4042


From: Mark van Zandvoort rmailto:[email protected]: September-15-16 11:09 AMTo: 'michael'; 'adrianmammoliti_1996'; 'rmp'Cc: 'Richard Williams'; Sanj Mitra; 'Ken Kallish'; 'John Jalovec(John)'; 'Ryan Bose'Subject: Orion - Hearing re: Ferrari - Order of Justice Newbould Importance: High

Mr. Mammoliti,

Please see attached the issued and entered Order and endorsement of the Honourable Mr. Justice Newbould, made today. Paragraph 4 of the Order orders and directs that the Receiver take possession of the 2006 Ferrari F430 Spider F1 (the “Vehicle") and realize on same. Mr. Mammoliti, please advise the Receiver immediately of the location of the Vehicle so that it can be retrieved by the Receiver. Absent your cooperation today, the Receiver will be bringing a motion for a finding of contempt as against you. Please note that the Honourable Mr. Justice Newbould’s endorsement, attached, expressly provides that “If Mr. Mammoliti does not comply with [the Order] forthwith, I expect a motion that he is in contempt of court will be brought against him which will have severe consequences for him".

Mr. Mammoliti, you are required, pursuant to paragraph 5 of the Order, to forthwith pay the Receiver its costs of today’s motion in the amount of $4,000. Please deliver the cheque forthwith to the Receiver, payable to “James Williams & Associates Inc.".


While we have not received confirmation from Mr. Piehler that he is acting in this matter, I would urge Mr. Piehler to have Mr. Mammoliti cooperate with His Honour’s Orders and endorsement from today’s attendance.

Regards,4

Mark van Zandvoort057

Mark van Zandvoort


Brookfield Place ’181 Bay Street Suite 1800 • Box 754 Toronto ON • M5J 2T9 • Canada wvvvv.airdbei'lis.coin

Aird & Berlis LLP

{tarristerv nivl Soilctlars

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission.Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

aPlease consider the environment before printing this email.

From: Ken Kallish [mailto:[email protected] Sent: September-14-16 7:03 PMTo: 'Ryan Bose' <[email protected]>: Sanj Mitra <[email protected]>Cc: 'Richard Williams' <[email protected]>; Mark van Zandvoort <[email protected]>: 'John Jalovec(John)' <[email protected]>; 'michael' <[email protected]>: 'rmp' <[email protected]>; 'adrianmammoliti_1996'<adrianmammoliti [email protected]>Subject: RE: Orion - Hearing re: Ferrari

Mr. Bose,


Kenneth L. Kallish* I T: 416.369.4124 J F: 416.864.9223 | www.mindengross.com*on behalf of Kenneth L, Kallish Professional Corporation

NDEN MERITAS LAW FIRMS WORLDWIDE G«oss<m j

From: Ryan Bose [mailto:[email protected] Sent: Wednesday, September 14, 2016 6:35 PM To: Sanj Mitra <[email protected]>Cc: Richard Williams <[email protected]>; Mark van Zandvoort <[email protected]>; John Jalovec(John) <[email protected]>: michael

5











http://www.mindengross.com






<[email protected]>; rmp <[email protected]>; adrianmammoliti 1996 " 05<adrianmammoliti [email protected]>; Ken Kallish <[email protected]>Subject: Re: Orion - Hearing re: Ferrari


Ryan V. BosePortfolio ManagerCanadian Credit & Finance Consultants (CCFC)

277 Dalesford Road Etobicoke, ON M8Y 1G4 P: 416.451.9187 F: 416.259.4492 E- [email protected] W - www.ccfcfinancial.com

This email and any files transmitted with it are confidential and Intended solely for the use of the Individual or entity to whom they are addressed. If you have received this email in error, please notify the sender. This message contains confidential information and is intended only for the individual named. If you are not (he named addressee, you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. If you are not the intended recipient, you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this Information is strictly prohibited.

—- On Wed, 14 Sep 2016 18:21:43 -0400 Sanj Mitra <[email protected]>wrote —-

; Thank you for your email.


i I note that the correspondence attached to the email below was sent to Minden Gross which is counsel to RBC. This letter was not sent to us and we have never seen a copy of same prior to receipt of the email below.

I Regardless, the letter deals with a request to counsel for RBC regarding the motion record appointing the j receiver and an indulgence regarding the time to put in a defence to what I assume is a guarantee action. That i issue is separate and apart from the return of the Ferrari.

I Mr. Mammolitti has ignored requests of both the receiver and the leasing company to turn the vehicle over.; There will be no insurance on the vehicle tomorrow and we will be in court to schedule recovery of same. Mr

Mammolitti has been served by both email and mail with our record.

^ Mr Mammolitti or his counsel are free to attend. There is a 930 hearing scheduled before a judge of the Toronto i Commercial List. I have not seen the list but it will likely take place on the eighth floor of 330 University Avenue.

i I have copied counsel for RBC given the fact that there has been reference to the guarantee action.


Sent from my iPhone

On Sep 14, 2016, at 5:14 PM, Ryan Bose <[email protected]<mailto:[email protected]» wrote:











053Thank you for seeing us earlier today to clear out Michael's personal belongings.


Sincerely,




On Wed, 14 Sep 2016 16:50:31 -0400 Richard Williams <[email protected]<mailto:[email protected]»wrote -—

Ryan,

When we spoke today you indicated that you would instruct Mr. Piehlerto contact our lawyers for a copy of the motion record. We are advised that has not occurred.


Regards

Richard Williams


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From:Sent:To:Subject:Attachments:

John JalovecSeptember-21-16 9:20 AM Richard Williams FerrariTOW and NOTE.pdf

Hi Richard I am sending what I have so far, and will work on getting the repair and storage bill

JOHN JALOVEC,A.C.I.PrincipalCCFC Financial

financing solutions

277 Dalesford Road Etobicoke ON M8Y1G4 E: [email protected] C: 416-804-1809 F: 416-259-4492

1


PROMISSORY NOTE

lO: Toronto Motorsports Park andUli Bieri (the “Lender7’)1040 Kohler Road, Cayuga, ON NOA 1B0

Date: June 20, 2010

AMOUNT: $ 80,000.00

LOP. VALUE RECEIVED, the. undersigned, proinise(s) to pay, on or before demand, to the order of the “LENDER” the sum of

EIGHTY THOUSAND AND 00/100/DGLLARS ($ 80,000.00)

with interest from the date hereof calculated and payable monthly at the rate, equal to thirteen percent (13%) per annum, both before and on demand and until actual payment at the, office of the “TENDER”, set out above.

PRESENTMENT, protest, notice of protest and notice of dishonour are hereby waived.

IP Oils note, is signed by more than one party, the obligations hereunder of each of the undersigned, shall be joint and several.

In the event of any default, the “LENDER” reserves the right to sell die The 2006 Ferrari 430 Grey V.I.Nf. ZFFF.W59A860146895 '

G'ttnnc (jjYYwUn

Per: Michael Marnmoliti 1 have Lhe authority to bind the corporations

Date

ULTIMATE ROADSIDE ASSISTANCE31 Blue Diamond Terrace, Woodbridge ON L4H 2Q3

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FILE NUMBER : 665442819 CAUTION FILING :REG NUM IND DOB BUS NAME

EXPIRY DATE : 270CT 2017 PAGE : 01 OF 001

20101027 1402 1462 4602 REG TYP: P PPSA IND NAME:

ORION HARDWARE CORP .

STATUS :MV SCHEDULE ATTACHED

REG PERIOD: 4

OCNADDRESS CITY IND DOB BUS NAME

1-51 TERECAR DRIVE WOODBRIDGE

IND NAME:

ADDRESS :CITY :

08 SECURED PARTY/LIEN CLAIMANT :AL PALLADINI LEASING

09 ADDRESS : 8920 WOODBINE AVENUE, CITY : MARKHAM

CONS .GOODS INVTRY. EQUIP ACCTS OTHER

10 X

PROV: ON

PROV:

SUITE 104 PROV: ON MV INCL X

POSTAL CODE: L4L0B5

OCN

POSTAL CODE:

AMOUNT153871

MODEL F430 FI

DESCRIPTION

YEAR MAKE11 2006 FERRARI12GENERAL COLLATERAL13141516 AGENT: LANDMARK VEHICLE LEASING CORPORATION17 ADDRESS : 8920 WOODBINE AVENUE, SUITE 104

CITY : MARKHAM PROV: ON

POSTAL CODE: L3R9W9DATE OF OR NO FIXED MATURITY MAT DATE 27OCT2014

V.I.N.ZFFEW59A8 6014 68 95

POSTAL CODE: L3R9W9


FILE NUMBER 665442819PAGE TOT REGISTRATION NUM REG TYPE

01 CAUTION : 01 OF 001 MV SCHED: 20131031 1402 1462 985221 REFERENCE FILE NUMBER : 66544281922 AMEND PAGE: NO PAGE: CHANGE: B RENEWAL REN YEARS: 1 CORR PER:23 REFERENCE DEBTOR/ IND NAME:24 TRANSFEROR: BUS NAME: ORION HARDWARE CORP.

25 OTHER CHANGE:26 REASON:27 /DESCR:28 :02/05 IND/TRANSFEREE:03/06 BUS NAME/TRFEE:

04/07 ADDRESS:CITY:

29 ASSIGNOR:

08 SECURED PARTY/LIEN CLAIMANT/ASSIGNEE :

09 ADDRESS :CITY : PROV : POSTAL CODE :CONS. MV DATE OF NO FIXEDGOODS INVTRY EQUIP ACCTS OTHER INCL AMOUNT MATURITY OR MAT DATE

10 11 1213141516 NAME : LANDMARK VEHICLE LEASING CORPORATION17 ADDRESS : 150 OAKDALE ROAD

CITY : TORONTO PROV : ON POSTAL CODE : M3N1V9

PSSME04 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEM 09/19/2016CCCL711 DISPLAY 2C REGISTRATION - SCREEN 1 14:09:58ACCOUNT : 009233-0001 FAMILY : 1 OF 3 ENQUIRY PAGE : 2 OF 5FILE CURRENCY : 18SEP 2016SEARCH : MV : ZFFEW59A860146895

OCN:

PROV: POSTAL CODE:

FILE NUMBER 665442819PAGE TOT REGISTRATION NUM REG TYPE

01 CAUTION : 001 OF 1 MV SCHED: 20150921 1304 9392 103821 REFERENCE FILE NUMBER : 66544281922 AMEND PAGE: NO PAGE: CHANGE: B RENEWAL REN YEARS: 02 CORR PER:23 REFERENCE DEBTOR/ IND NAME:24 TRANSFEROR: BUS NAME: ORION HARDWARE CORP

25 OTHER CHANGE:26 REASON:27 /DESCR:28 :02/05 IND/TRANSFEREE:03/06 BUS NAME/TRFEE:

04/07 ADDRESS:CITY :

29 ASSIGNOR:

PSSME04 PERSONAL PROPERTY SECURITY REGISTRATION SYSTEM 09/19/2016 ^CCCL711 DISPLAY 2C REGISTRATION - SCREEN 1 14:10:01 U OACCOUNT : 009233-0001 FAMILY : 1 OF 3 ENQUIRY PAGE : 3 OF 5FILE CURRENCY : 18SEP 2016SEARCH : MV : ZFFEW59A860146895

OCN:

PROV: POSTAL CODE:

08 SECURED PARTY/LIEN CLAIMANT/ASSIGNEE :

09 ADDRESS :CITY :

CONS .GOODS INVTRY EQUIP ACCTS OTHER

10 11 1213141516 NAME : AUTO ONE GROUP LIMITED17 ADDRESS : 150 OAKDALE RD

CITY : TORONTO

PROV : POSTAL CODE :MV DATE OF NO FIXEDINCL AMOUNT MATURITY OR MAT DATE

PROV : ON POSTAL CODE : M3N 1V9


0001

0203

04

0506

07

08

09

FILE NUMBER : 720401274 CAUTION FILING : X REG NUM IND DOB BUS NAME

EXPIRY DATE : 08SEP 2017 PAGE : 001 OF 1

20160908 1209 1630 1155 REG TYP: P PPSA IND NAME: MICHAEL

STATUS :MV SCHEDULE ATTACHED

REG PERIOD: 01 MAMMOLITI

OCN :ADDRESS CITY IND DOB BUS NAME

51 TERECAE DRIVE UNIT 1 WOODBRIDGE PROV:

IND NAME:ORION HARDWARE CORPORATION

ONT POSTAL CODE: L4L 0B5

1ADDRESS : 51 TERECAE DRIVE UNIT CITY : WOODBRIDGE SECURED PARTY/LIEN CLAIMANT :

TORONTO MOTORSPORTS AND ULI BIERI ADDRESS : 1040 KOHLER RD

PROV: ONT

OCN

POSTAL CODE: L4L 0B5

CITY CONS . GOODS

10YEAR

11 2006 12GENERAL13141516 17

: CAYUGA

INVTRY. EQUIP ACCTS

MAKEFERRARI

COLLATERAL DESCRIPTION

PROV: ONT POSTAL CODE: N0A 1E0 MV DATE OF OR NO FIXED

OTHER INCL AMOUNT MATURITY MAT DATEX X 50000 X

MODEL V.I.N.430 ZFFEW5 9A8 6014 68 95

AGENT: AAA MR BAILIFF INCADDRESS : 300 ANTIBES DR UNIT 1701CITY : NORTH YORK PROV: ONT POSTAL CODE: M2R 3N8

063


00 FILE NUMBER : 720401859 EXPIRY DATE : 08SEP 2017 STATUS :01 CAUTION FILING : PAGE : 001 OF 1 MV SCHEDULE ATTACHED :

REG NUM : 20160908 1230 1630 1156 REG TYP: R RSLA REG PERIOD: 0102 IND DOB : IND NAME: MICHAEL MAMMOLITI03 BUS NAME:

OCN :04 ADDRESS

CITY05 IND DOB06 BUS NAME

51 TERECAR DRIVE UNIT 1 WOODBRIDGE PROV: ONT

IND NAME:ORION HARDWARE CORPORATION51

POSTAL CODE: LOB 54L

OCN :07 ADDRESS : 51 TERECAE DRIVE UNIT 1

CITY : WOODBRIDGE PROV: ONT POSTAL CODE: L4L 0B508 SECURED PARTY/LIEN CLAIMANT :

TORONTO MOTORSPORTS PARK AND ULI BIERI09 ADDRESS : 1040 KOHLER RD

CITY : CAYUGA PROV:CONS. MVGOODS INVTRY. EQUIP ACCTS OTHER INCL

10 XYEAR MAKE MODEL

11 2006 FERRARI 43012GENERAL COLLATERAL DESCRIPTION13141516 AGENT: MR BAILIFF INC17 ADDRESS : 300 ANTIBES DR UNIT 1701

CITY : NORTH YORK PROV

ONT POSTAL CODE: N0A 1E0DATE OF OR NO FIXED

AMOUNT MATURITY MAT DATE30000

V.I.N.ZFFEW59A8 6014 68 95

ONT POSTAL CODE: M2R 3N8

069

Tab J

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toronto Motorsports

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071

Rank Q04J Name f 4-

Jurisdictionandnumber ^1^4

Creationdate(YYYY-MM-

do) am Status t ^Busirnactivit;

1 NORTHTORONTOMOTORSPORTSCLUB

ON-89309 1957-0808

Inactive

2 TORONTOF-BODYMOTORSPORTS

ON-1519466 2002-0506

Active

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NAME JUR-NO.

DATE ADDITIONALINFORMATION CITY STATUS

NORTH TORONTO MOTORSPORTS CLUB

ON-89309 08 Aug 1957 1992-06-27 SclClbNSh CnclCPPSB

CnclCPPSB

TORONTO F-BODY MOTORSPORTS

ON-1519466

06 May 2002 2002-05-06 Non Shr Active BRIMSBY

BRIMSBY Active

Database Update Dates:Ontario Corporate 2016-09-26 | Ontario Business 2016-09-26 | Alberta Business 2016-09-28 | Alberta Corporate 2016-09-28 | Manitoba 2016-09-20 | New Brunswick 2016-09-16 I Quebec Corporate 2016-05-06 | Quebec Business 2016-05-06 I British Columbia Corporate 2016-09-29 | British Columbia Business 2016-09-29 | Saskatchewan 2016-08-22 | Prince Edward Island 2016-09-29 | Nova Scotia 2016-09-29 | Yukon Corporate 2016-09-07 | Yukon Business 2016-09-07 | Northwest Territories Corporate 2016-09-27 | Northwest Territories Business 2016-09-27 | Nunavut Business 2016-09-27 | Nunavut Corporate 201609-27 | Federal Corporate 2016-09-28 I Newfoundland and Labrador 2016-09-16 | Office of the Superintendant of Financial Institutions 2016-05-24 | Trademarks 2016-09-27

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https ://www2 .oncorp. com/NUANS Web/NUAN S_Prelim_Search.aspx 30/09/2016

Request ID: 019434170 Province of Ontario Date Report Produced: 2016/09/30Demande n°: Province de I'Ontario Document produit le :Transaction ID: 62341037 Ministry of Government Services Time Report Produced: 10:47:03Transaction n°: Category ID: Categorie:

UN/BMinistere des Services gouvernementaux Imprime a:

074

STATEMENT OF NO MATCH FOUND ABSENCE D'ENTREE IDENTIQUE

Date Report Produced Rapport produit le :

SEPTEMBER 30SEPTEMBRE,2016

Business Name : Nom commercial:

TORONTO MOTORSPORTS PARK

After entering the information exactly as it is printed above, a record could not be found for the above business name or the above business identification number.

The issuance of this report in electronic form is authorized by the Ministry of Government Services.

Notre recherche n'a produit aucune entree identique au nom commercial ou au numero d'identification indiques ci- dessus.

La delivrance sous forme electronique du present rapport est autorisee par le Ministere des Services gouvernementaux.

Tab K

075Richard Williams


Richard Williams September-15-16 3:17 PM '[email protected]''Sanj Mitra'; 'Mark van Zandvoort'In the Matter of the Receivership of Orion Hardware Corporation Issued and entered order of Justice Newbould - September 15, 2016.pdf

Mr. Bieri:

Thank you for taking the time to speak with me. As discussed, please find attached the order of the Honourable Justice Newbould of the Ontario Superior Court (Commercial List) issued today. I direct your attention to paragraph 3 of the order, which requires that any person having service of the order deliver the Vehicle to the Receiver.

Please confirm the location of the Vehicle and that you will release it to the Receiver.

Regards,




l

Tab L

Richard Williams

076


Richard Williams September-16-16 10:47 AM '[email protected]''Sanj Mitra'; 'Mark van Zandvoort'RE: In the Matter of the Receivership of Orion Hardware Corporation Appointment Order_of_Newbould_J_dated_August_29_2016.pdf

Importance: High

Mr. Bieri,

I trust you have had an opportunity to review the court order. Please confirm your position.

I have also attached a copy of the order appointing the Receiver. I direct your attention to paragraph 5 of the order, which requires all persons having service of the order to provide the Receiver with copies of any books and records relating to the company. Accordingly, please immediately provide copies of any records relating to the vehicle and to your dealings with Orion Hardware Corporation.

Regards,




From: Richard Williams [mailto:[email protected] Sent: September-15-16 3:17 PM To: '[email protected]'Cc: 'Sanj Mitra'; 'Mark van Zandvoort'Subject: In the Matter of the Receivership of Orion Hardware Corporation



Regards,


James Williams & Associates Inc.110 Yonge Street, Suite 1900 Toronto, ON M5C 114 Phone: (416) 925-4550 Fax: (416) 925-4042

Mr. Bieri:

l



Tab M

078Richard Williams

From:Sent:To:Cc:Subject:

Sanj MitraSeptember-19-16 12:03 PM 'Richard Williams'; [email protected] Mark van Zandvoort; Sanj MitraRE: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri, I am counsel to the Receiver on this matter. My client has not received any response to the email below.

You now have notice of both the Order appointing our client as well as the Order made to turn the vehicle over to the Receiver. My client has asked you to turn over the vehicle along with any records regarding your claims so that they can be evaluated.

I would urge you to comply with both Orders forthwith. Absent the foregoing, I am instructed to bring matter back before the Court to seek its assistance regarding compliance.

We would strongly urge you to treat this matter as a priority.



Brookfield Place -181 Bay Street Suite 1800 • Box 754 Toronto ON • M5J 2T9 • Canadawww.airdberlis.com

Aird & Berlis llpBairt«ter* nr*i Solkrttcu^

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify tiie sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/oi review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission

Any advice contained m this communication, including any attachments, which may be interpreted as US tax' advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (II) promoting, marketing or recommending to another party any transaction or matter addressed in this communication


1




079From: Richard Williams fmailto:richard(5)iwilliamsassoc.coml Sent: September-16-16 10:47 AM To: [email protected]: Sanj Mitra <[email protected]>; Mark van Zandvoort <[email protected]>Subject: RE: In the Matter of the Receivership of Orion Hardware Corporation Importance: High

Mr. Bieri,



Regards,




From: Richard Williams ['mailto:[email protected]: September-15-16 3:17 PMTo: '[email protected]: 'Sanj Mitra'; 'Mark van Zandvoort'Subject: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri:



Regards,


James Williams & Associates Inc. .110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone:(416)925-4550 Fax: (416) 925-4042


2

mailto:richard(5)iwilliamsassoc.com





Tab N

080Richard Williams

From:Sent:To:Cc:Subject:

Richard Williams September-22-16 9:13 AM 'Sanj Mitra'; '[email protected]''Mark van Zandvoort'RE: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri

You advised me on September 20 that you were speaking with a lawyer and would get back to me that afternoon. I have had no correspondence from you.

This matter needs to be resolved. Please contact me as soon as possible with your position on our demand that you release the Ferrari.

Regards,




From: Sanj Mitra [mailto:[email protected]]Sent: September-19-16 12:03 PMTo: 'Richard Williams'; [email protected]: Mark van Zandvoort; Sanj MitraSubject: RE: In the Matter of the Receivership of Orion Hardware Corporation







l




681Brookfield Place • 181 Bay Street Suite 1800 • Box 754 Toronto ON • M5J 2T9 • Canadawww.airdberlis.com

Aird & Berlis LLPBnrrWer* myj SoUcfti^

This message may contain confidential and/or privileged information and is intended oniy for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify Ihe sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission,

Any advice contained in this communication, including any attachments, which may be interpreted as US tax advice is not intended or wiitlen lo be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (n) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.

A Please consider the environment before printing this email.

From: Richard Williams [mailto:richard(5)iwilliamsassoc.com1 Sent: September-16-16 10:47 AM To: tmpbierUSgmail.comCc: Sanj Mitra <smitra(5)airdberlis.com>; Mark van Zandvoort <mvanzandvoort(5)airdberlis.com>Subject: RE: In the Matter of the Receivership of Orion Hardware Corporation Importance: High

Mr. Bieri,



Regards,




From: Richard Williams rmailto:[email protected] Sent: September-15-16 3:17 PM To: 'tmpbieriOiQmail.com'

2


mailto:richard(5)iwilliamsassoc.com1


Cc: 'Sanj Mitra'; 'Mark van Zandvoort'Subject: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri:



Regards,




082

3

TabO

083Richard Williams

From: Sanj MitraSent: September-22-16 3:29 PMTo: ’Richard Williams’; [email protected]: Mark van Zandvoort; Sanj MitraSubject: RE: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri, given your failure to comply with the Order of the Honourable Mr. Justice Newbould and the requests of the Receiver, I have been instructed to proceed with a motion for an Order to find that you have breached the Order of the Honourable Mr. Justice Newbould. The receiver will be seeking a finding that you are in contempt of the aforementioned Order.

Please have your solicitor contact me immediately to schedule a date. If I do not hear from him by end of day today, I will be left with little option but to schedule a date unilaterally.

The Receiver will be seeking costs of this motion.

We urge you to give this matter your immediate attention.



Brookfield Place * 181 Bay Street Suite 1800 * Box 754 Toronto ON • M5J 2T9 • Canadawww.airdberlis.com

AlRD & BERLIS U-PBorrUier* and SoUcHom

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email. Please notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of emaii transmission,

Any advice contained in tin's communication, including any attachments, which may be interpreted as LJS tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.


From: Richard Williams [mailto:[email protected]]Sent: September-22-16 9:13 AMTo: Sanj Mitra <[email protected]>; [email protected] Cc: Mark van Zandvoort <[email protected]>Subject: RE: In the Matter of the Receivership of Orion Hardware Corporation

l



http://www.ai





Mr. Bieri,

084

You advised me on September 20 that you were speaking with a lawyer and would get back to me that afternoon. I have had no correspondence from you.

This matter needs to be resolved. Please contact me as soon as possible with your position on our demand that you release the Ferrari.

Regards,




From: Sanj Mitra fmailto:[email protected] Sent: September-19-16 12:03 PM To: 'Richard Williams'; [email protected] Cc: Mark van Zandvoort; Sanj MitraSubject: RE: In the Matter of the Receivership of Orion Hardware Corporation







Brookfield Place • 181 Bay Street Suite 1800 ■ Box 754 Toronto ON • M5J 2T9 • Canadawww.airdberlis.com

AlRD & BeRLIS u-pBarrister* nrxl Solicitors

This message may contain confidential and/or privileged information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this email Please

2




http://www.aird

035notify the sender immediately by email if you have received this email by mistake and delete this email from your system. Aird & Berlis LLP may monitor, retain and/or review email. Email transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arnve late or incomplete, or contain viruses. Neither Aird & Berlis LLP nor the sender, therefore, accepts liability for any errors or omissions in the contents of this message, which arise as a result of email transmission,

Any advice contained m this communication, including any attachments, which may be interpreted as US tax advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Interna! Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication


From: Richard Williams fmailto:[email protected] Sent: September-16-16 10:47 AM To: [email protected]: Sanj Mitra <smitra(S)airdberlis.com>; Mark van Zandvoort <mvanzandvoort(5>airdberlis.com>Subject: RE: In the Matter of the Receivership of Orion Hardware Corporation Importance: High

Mr. Bieri,



Regards,




From: Richard Williams [mailto:[email protected] Sent: September-15-16 3:17 PM To: '[email protected]'Cc: 'Sanj Mitra'; 'Mark van Zandvoort'Subject: In the Matter of the Receivership of Orion Hardware Corporation

Mr. Bieri:



3




Regards,


086

James Williams & Associates Inc. 110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4 Phone: (416) 925-4550 Fax: (416) 925-4042


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