Receiver`s Second Report

Schedule A
Accounts Receivable
Any and all accounts, notes, bills, trade accounts, volume rebates and trade receivables of
Powder Springs as of the Closing Date will be to the account of the Buyer, excluding any credit
card receipts or any other receivables for services rendered by the Seller prior to the Closing
Date, all of which will be adjusted and accounted directly between the parties forthwith following
the Closing Date (such that the Buyer will be entitled to such amounts from and after the
Closing Date).
Schedule B
Assumed Liabilities
Nil.
Schedule C
Bill of Sale
THIS BILL OF SALE is made as of _______________________, 2014.
WHEREAS 1006881 B.C. Ltd., Inc. No. BC1006881 (the “Buyer”), and FTI Consulting Canada
Inc. (the “Seller”) are, inter alia, parties to that certain asset purchase agreement dated July 17,
2014 (“APA”), pursuant to which, amongst other things, the Seller agreed to sell and transfer to
the Buyer, and the Buyer agreed to purchase from the Seller, all right, title and interest in and to
the Transferred Assets, all on the terms and conditions more particularly set out therein;
NOW THEREFORE in consideration of the mutual covenants, promises and provisos contained
in the APA, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1.
Capitalized terms used but not defined herein shall have the meanings ascribed thereto
in the APA.
2.
As and from the Closing Date, the Seller hereby absolutely and irrevocably grant,
bargain, sell, assign, transfer, convey and set over its interest, if any, in the Transferred
Assets to the Buyer.
3.
This Bill of Sale is delivered pursuant to, and is subject to, all of the terms and conditions
contained in the APA. In the event of any inconsistency between the provisions of this
Bill of Sale and the provisions of the APA, the provisions of the APA shall prevail. For
greater certainty, the parties hereto expressly acknowledge and agree that the execution
and delivery of this Bill of Sale and the transfer and sale of the Purchased Assets
hereunder shall not operate to merge the rights or liabilities of the parties under the APA,
all of which rights and liabilities shall survive the execution and delivery of this Bill of
Sale in accordance with the terms of the APA.
4.
This Bill of Sale shall be governed, construed and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable therein.
5.
This Bill of Sale shall be binding upon the Seller and its successors and permitted
assigns, and shall enure to the benefit of the Buyer and its successors and permitted
assigns.
6.
This Bill of may be executed in any number of counterparts, and delivered via facsimile
or by electronic transmission in portable document format (PDF), and each such
counterpart so executed and delivered shall be deemed an original and all of which
taken together shall constitute one and the same instrument. .
[Signature page follows]
IN WITNESS WHEREOF the parties hereto have executed this Bill of Sale as of the date first
written above.
FTI Consulting Canada Inc., in its capacity as
Court-appointed Receiver of Powder Springs Inn
Inc., and not in its personal capacity
Per:
____________________________
Name: Craig Munro
Title: Managing Director
1006881 B.C. Ltd.
Per:
____________________________
Name: Clyde David Newsome
Title: Director
Schedule D
Equipment
All right, title and interest of the Seller, if any, in the equipment, supplies, chattels and goods of
Powder Springs as of the Closing Date (excluding any assets leased by Powder Springs from
any third parties), including, without limitation, the following:
1.
Last Drop equipment;
2.
kitchen equipment;
3.
restaurant dishes;
4.
patio equipment;
5.
front desk equipment;
6.
hotel furniture for 55 rooms;
7.
75 sets of bedding for hotel rooms;
8.
housekeeping equipment;
9.
housekeeping supplies; and
10.
maintenance supplies.
Schedule E
Inventory
All right, title and interest of the Seller, if any, in the inventory and finished goods of Powder
Springs as of the Closing Date, including, without limitation, the following (or such portion as
remains in the possession of the Seller on the Closing Date):
Schedule F
Vesting Order
Schedule G
Title Search