Court File No. CV-18-602745-00-CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE

JUSTICE

FRIDAY, THE 9th

DAY OF AUGUST, 2019

Plaintiff

SAMEH SADEK also known as SAM SADEK,ST. MAHARIAL PHARMACY INC. dba MD HEALTH PHARMACY,

ST. MAHARIAL CLINIC INC., SRX INVESTMENT INC., SHEPHERD RX PHARMACY INC. and LILIAN FAM

Defendants

DISTRIBUTION AND DISCHARGE ORDER

THIS MOTION, made by Alvarez & Marsal Canada Inc. (“A&M”), in its capacity as the

Court-appointed receiver (in such capacity, the “Receiver”), without security, of the assets,

undertakings and properties of Sameh Sadek also known as Sam Sadek, St. Maharial Pharmacy

Inc. dba MD Health Pharmacy, St. Maharial Clinic Inc., SRX Investment Inc., Shepherd RX

Pharmacy Inc. and Lilian Fam (collectively, the “Defendants”), for an order:

(i) approving the Fourth Report of the Receiver dated April 11, 2019 (the “Fourth

Report”) and the activities of the Receiver set out therein;

(ii) approving the Fifth Report of the Receiver dated May 30, 2019 (the “Fifth

Report”) and the activities of the Receiver set out therein;

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(iii) approving the Sixth Report of the Receiver dated July 22, 2019 (the “Sixth

Report”) and the activities of the Receiver set out therein;

(iv) approving the fees and disbursements of the Receiver and its legal counsel, Aird &

Berlis LLP (“A&B”), as set out in the Sixth Report, together with the Fee Accruals (as

defined in the Sixth Report) to the completion of these proceedings;

(v) authorizing and directing the Receiver to pay into court the Fam Realization Funds

(as defined in the Sixth Report), pending a determination by this Court on the contingent

unsecured claims filed against Lilian Fam;

(vi) authorizing and directing the Receiver to distribute funds in accordance with the

Proposed Distribution (as defined in the Sixth Report) as set out in Section 8.0 of the Sixth

Report;

(vii) discharging A&M as Receiver of the assets, undertakings and properties of the

Defendants, effective upon the filing of a certificate by the Receiver certifying that all

matters to be attended to in connection with the receivership of the Defendants have been

completed to the satisfaction of the Receiver, in substantially the form attached hereto as✓ A

Schedule “B” (the “Discharge Certificate”); and

(viii) releasing A&M from any and all liability, as set out in paragraph 14 of this Order,

was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING each of the Fourth Report and the Fifth Report, and the appendices thereto,

the Motion Record of the Receiver, including the Sixth Report and the appendices thereto, the fee

affidavits of the Receiver and A&B as to fees (together, the “Fee Affidavits”), and on hearing the

submissions of counsel for the Receiver and such other counsel as were present and listed on the

Counsel Slip, no one else appearing for any other party named on the Service List, although served

as evidenced by the affidavit of Kyle Plunkett sworn July 23, 2019, filed.

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DEFINITIONS AND SERVICE

1. THIS COURT ORDERS that all capitalized terms not otherwise defined in this Order

shall have the meaning ascribed to them in the Sixth Report.

2. THIS COURT ORDERS AND DECLARES that the time for service of this Motion and

the Motion Record herein are properly returnable today and hereby dispenses with further service

thereof.

APPROVAL OF THE FOURTH REPORT, THE FIFTH REPORT AND THE SIXTH

REPORT

3. THIS COURT ORDERS that Fourth Report and the conduct and activities of the Receiver

described therein be and are hereby approved; provided, however, that only the Receiver, in its

personal capacity and only with respect to its own personal liability, shall be entitled to rely upon

or utilize in any way such approval.

4. THIS COURT ORDERS that Fifth Report and the conduct and activities of the Receiver

described therein be and are hereby approved; provided, however, that only the Receiver, in its

personal capacity and only with respect to its own personal liability, shall be entitled to rely upon

or utilize in any way such approval.

5. THIS COURT ORDERS that Sixth Report and the conduct and activities of the Receiver

described therein be and are hereby approved; provided, however, that only the Receiver, in its

personal capacity and only with respect to its own personal liability, shall be entitled to rely upon

or utilize in any way such approval.

APPROVAL OF RECEIPTS AND DISBURSEMENTS

6. THIS COURT ORDERS that the Receiver’s Statement of Receipts and Disbursements

for the period of September 11, 2018 to July 12, 2019, as set out in Section 10.1 of the Sixth

Report, be and is hereby approved.

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APPROVAL OF FEES AND DISBURSEMENTS

7. THIS COURT ORDERS that the fees and disbursements of the Receiver, being fees and

disbursements totalling $99,220.22 (inclusive of HST), plus the Receiver Fee Accrual to the

completion of these proceedings, as set out in Section 9.0 to the Sixth Report, are hereby approved.

8. THIS COURT ORDERS that the fees and disbursements of the Receiver’s legal counsel,

A&B, being fees and disbursements totalling $149,841.69 (inclusive of HST), plus the Legal Fee

Accrual to the completion of these proceedings, as set out in Section 9.0 to the Sixth Report, are

hereby approved.

FAM REALIZATION FUNDS

9. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to

pay into court to the credit of the within proceedings the Fam Realization Funds (as defined in the

Sixth Report) net of allocated receivership costs covered by the Receiver’s Charge, to be

distributed as the Court may direct among each of Lilian Fam, AstraZeneca Canada Inc.,

McKesson Canada Corporation, and MD Health Medical Centre (Brampton) Inc. (collectively, the

“Fam Realization Funds Parties”).

10. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to

pay the creditors with proven unsecured claims against Lilian Fam described and in the amounts

set out in the attached Schedule “if 6

11. THIS COURT ORDERS that the Order made by the Honourable Justice Hainey on April

17, 2019 is hereby modified and amended by deleting all of paragraph 5, and the requirement for

written consent of the Receiver in paragraph 7 therein.

12. THIS COURT ORDERS that the distribution of the Fam Realization Funds amongst the

Fam Realization Funds Parties shall be determined according to the Claim Resolution Protocol

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APPROVAL OF DISTRIBUTION

13. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to

pay to the creditors of the Defendants, from the proceeds of realization, in accordance with the

Proposed Distribution as described in Section 8.0 of the Sixth Report.

DISCHARGE AND RELEASE

14. THIS COURT ORDERS that upon payment of the amounts set out in paragraphs 9 and

12 above and the filing of the Discharge Certificate by the Receiver in the form attached hereto as

..Schedule “J^”, the Receiver shall be discharged as Receiver of the assets, undertakings and

properties of the Defendants, provided however that notwithstanding its discharge herein (a) the

Receiver shall remain Receiver for the performance of such incidental duties as may be required

to complete the administration of its mandate, and (b) the Receiver shall continue to have the

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

and stays of proceedings in favour of A&M in its capacity as Receiver.

15. THIS COURT ORDERS AND DECLARES that, upon the Receiver filing the Discharge

Certificate, A&M is hereby released and discharged from any and all liability that A&M now has

or may hereafter have by reason of, or in any way arising out of, the acts or omissions of A&M

while acting in its capacity as Receiver herein, save and except for any gross negligence or wilful

misconduct on the Receiver’s part. Without limiting the generality of the foregoing, A&M is

hereby forever released and discharged from and all liability relating to matters that were raised,

or which could have been raised, in the within proceedings, save and except for any gross

negligence or wilful misconduct on the Receiver’s part.

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TERMINATION OF STAY OF PROCEEDINGS

16. THIS COURT ORDERS that the stay of proceedings as against the Defendants and the

Property contained in paragraph 9 of the Appointment Order of the Honourable Justice Dunphy

dated September 11, 2018, as amended by the Order of the Honourable Justice McEwen dated

October 17, 2018, is hereby terminated.

ON/BOOK NO:LE/DANS LEREGISTRENO:

ENTERED A1 / INSCRIT A TORONTO

0 9 2019

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Court File No. CV-18-602745-00-CL

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

ASTRAZENECA CANADA INC.

Plaintiff

- and -

SAMEH SADEK also known as SAM SADEK,ST. MAHARIAL PHARMACY INC. dba MD HEALTH PHARMACY,

ST. MAHARIAL CLINIC INC., SRX INVESTMENT INC., SHEPHERD RX PHARMACY INC. and LILIAN FAM

Defendants

RECEIVER’S DISCHARGE CERTIFICATE

RECITALS

(A) Pursuant to an Order of the Honourable Mr. Justice Dunphy of the Ontario Superior Court

of Justice (Commercial List) (the “Court”) made September 11, 2018 (as amended and restated

by Order of the Honourable Mr. Justice McEwen dated October 17, 2018, the “Appointment

Order”), Alvarez & Marsal Canada Inc. (“A&M”) was appointed as receiver (in such capacity,

the “Receiver”), without security, of all the assets, undertakings and properties of each of Sameh

Sadelc (also known as Sam Sadek), St. Maharial Pharmacy Inc. dba MD Health Pharmacy, St.

Maharial Clinic Inc., SRX Investment Inc., Shepherd RX Pharmacy Inc. and Lilian Fam

(collectively, the “Defendants”).

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(B) Pursuant to an Order of the Court made August 9, 2019 (the “Distribution and Discharge

Order”), A&M was discharged as the Receiver of the Defendants to be effective upon the filing

by the Receiver with the Court of a certificate confirming that all matters to be attended to in

connection with the receivership of the Defendants have been completed to the satisfaction of the

Receiver, provided, however, that notwithstanding its discharge: (a) the Receiver will remain the

Receiver for the performance of such incidental duties as may be required to complete the

administration of these receivership proceedings, including the Remaining Administrative

Matters; and (b) the Receiver will continue to have the benefit of the provisions of all Orders made

in these proceedings, including all approvals, protections and stays of proceedings in favour of

A&M, in its capacity as the Receiver.

(C) Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Distribution and Discharge Order.

THE RECEIVER CERTIFIES the following:

1. all matters to be attended to in connection with the receivership of the Defendants,

including the Remaining Administrative Matters, have been completed to the satisfaction of the

Receiver; and

this Certificate was filed by the Receiver with the Court on the _____ day of

,2019.

2.

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ALVAREZ & MARSAL CANADA INC.,solely in its capacity as the Court-appointed receiver of the Defendants, and not in its personal capacity

Per:Name:Title:

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Claimant Source AmountJ.A.F. Pool Service Invoices $903.74

Village Orthodontics Invoice $1,082.66Greenfield Landscaping Invoice $1,220.40

Solomon Rothbart Goodman LLP Statement of Account $2,607.62Halton Hills Hydro Inc. Invoice $247.21

ASTRAZENECA CANADA INC. Plaintiff

-and- SAMEH SADEK also known as SAM SADEK, et al.Defendants

Court File No. CV-18-602745-00-CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

Proceedings commenced at Toronto

ORDER(Distribution and Discharge)

AIRD & BERLIS LLPBrookfield Place

181 Bay Street, 181 Bay Street Toronto, ON M5J 2T9

Ian Aversa (LSO # 55449N)Tel: (416) 865-3082Fax: (416) 863-1515Email: iaversa@.airdberlis.com

Kyle Plunkett (LSO # 61044N)Tel: (416)865-3406Fax: (416)863-1515Email: kplunkett@,airdberlis.com

Shakaira John (LSO # 72263D)Tel: (416) 865-4637Fax: (416) 863-1515Email: siohn@airdberlis.com

Lawyers for Alvarez & Marsal Canada Inc., in its capacity as the court-appointed Receiver of Sameh Sadek also known as Sam Sadek, et al.

36909682.1