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JUDICIAL CENTREOF CALGARY

COURT FILE NUMBER

COURT

JUDICIAL CENTRE

DOCUMENT

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

FORM 27[RULES 6.3 AND 10.52(1)]

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25-094950

COURT OF QUEEN'S BENCH OF ALBERTA

CALGARY

IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC 1985, c B-3, AS AMENDED

AND IN THE MATTER OF THE BANKRUPTCY OFWHOZAGOOD INC.

APPLICATION BY HARDIE & KELLY INC., INITS CAPACITY AS TRUSTEE IN BANKRUPTCYOF WHOZAGOOD INC.

BENNETT JONES LLPBarristers and Solicitors4500 Bankers Hall East855 — 2nd Street SWCalgary, Alberta T2P 41(7

Attention:Telephone No.:Fax No.:Client File No.:

Alexis Teasdale/Gita Keshava403-298-3067403-265-721958368.10

NOTICE TO RESPONDENTS

This application is made against you. You are a respondent.

You have the right to state your side of this matter before the judge.

To do so, you must be in Court when the application is heard as shown below:

Date:Time:Where:Before Whom:

October 8, 201910:00 a.m.Calgary Courts Centre, 601 — 5th Street SW, Calgary, ABThe Honourable Justice C. Dario

Go to the end of this document to see what else you can do and when you must do it.

WSLEGAL\058368 \00010 \23023527v4

2

Remedy claimed or sought:

1. Hardie & Kelly Inc. ("H&K" or the "Trustee") in its capacity as court-appointed Trustee

in Bankruptcy of Whozagood Inc. ("WZG" or the "Debtor"), seeks an Order

substantially in the form attached hereto as Schedule "A":

(a) declaring that the within Application is properly returnable on Tuesday, October

8, 2019 and that service of this Notice of Application on the service list is

validated and deemed good and sufficient and that no persons other than those

actually served are entitled to service of this Notice of Application;

(b) approving and authorizing the sale of certain of WZG's assets to PDW Canadian

Acquisition, LLC ("PDW Canada") pursuant to the Agreement of Purchase and

Sale between the Trustee and PDW Canada dated September 19, 2019 (the

"APA"), a redacted copy of which is appended to the Second Report of the

Trustee dated September 25, 2019 (the "Second Report") as Appendix "I";

(c) vesting in the name of PDW Canada all of the Trustee's right, title and interest, if

any, in and to the Property, as that term is defined in the APA, free and clear of all

encumbrances, claims, charges and liens, subject to the right of the Former

Personnel (as defined in the APA) to request the return of, and be provided with,

any Books and Records transferred to PDW Canada that were not the property of

WZG as at the bankruptcy date, or which contain personal information of the

Former Personnel;

(d) extinguishing all right, title and interest of WZG, if any, in and to the Property;

and

(e) such further and other relief as set out in the form of Approval and Vesting Order

attached hereto as Schedule "A".

2. The Trustee further seeks an Order substantially in the form attached hereto as Schedule

"B", sealing the Confidential Supplement to the Second Report (the "Confidential

Supplement") on the Court file.

3. Such further and other relief as Counsel may advise and this Honourable Court permits.

WSLEGAL\058368\00010\23023527v4

3

Grounds for making this application:

Events Leading to WZG's Bankruptcy

4. WZG was a private Canadian Corporation, which the Trustee understands was in the

process of developing an internet-based platform to rate businesses based on perceived

integrity and franchise opportunities in relation to the same.

5. In May 2018, PDW Holdings, Inc. ("PDW Holdings"), an affiliate of PDW Canada and a

significant unsecured creditor of WZG, applied for an order adjudging WZG bankrupt. At

the hearing, WZG and PDW Holdings agreed to a Consent Order, which provided for,

inter alia, a financial review to be conducted by PDW Holdings. H&K acted as

consultant to PDW Holdings in the context of the financial review.

6. On November 22, 2018, PDW Holdings filed a further application to this Honourable

Court, returnable December 6, 2018, for an Order assigning WZG into bankruptcy, or

alternatively, appointing an interim receiver of all of the books, records, computers and

any other documentation of WZG related to its operation. PDW recommended H&K to

act, and H&K consented to act, as either trustee of WZG's estate, or as interim receiver.

7. On December 6, 2018, WZG filed a Notice of Intention to file a proposal. Later that day,

this Honourable Court granted an Interim Receivership Order, appointing H&K as

Interim Receiver, with the interim receivership running concurrently with WZG's

proposal proceedings. PDW Holdings provided to the Trustee a deposit and fee guarantee

regarding the Interim Receivership and the administration of WZG's bankruptcy.

8. On December 14, 2018, WZG filed a proposal to its creditors (the "Proposal"), and a

meeting to consider the Proposal was held on January 4, 2019 (the "Proposal Meeting").

At the Proposal Meeting, WZG successfully moved to adjourn the meeting to allow it to

appeal certain rulings of the chair, and the Proposal Meeting was adjourned indefinitely.

9. Following the Proposal Meeting, WZG took no steps to appeal the chair's rulings, or

provide information to substantiate certain claims advanced at the Proposal Meeting, and

on February 19, 2019, PDW Holdings filed an application returnable February 28, 2019,

for, inter alia, an Order adjudging WZG bankrupt.

WSLEGAL\058368\00010\23023527v4

-4-

10. On February 28, 2019, this Honourable Court granted an Order which, among other

things, adjudged WZG bankrupt, deemed the Proposal to be annulled, appointed Hardie

& Kelly Inc. as trustee of the bankrupt estate of WZG under the BIA, and authorized the

Trustee to take all necessary steps to take possession of the deeds, books, records, and

documents and all property of WZG, and to administer the bankrupt estate of WZG.

1 1 . At the First Meeting of Creditors of WZG held on March 21, 2019, Peter D. Weber,

Robert G. Graustein, and Suresh Chugh were appointed as estate inspectors. Mr. Weber

is the principal of PDW Holdings, Mr. Graustein is a former WZG consultant, and Mr.

Chugh is WZG's .former bookkeeper. Mr. Chugh resigned as an inspector later that day.

Sale of WZG's Assets

12. During the initial stages of the Trustee's appointment as trustee of WZG's estate, both

PDW Holdings and Zale Zeviar, WZG's former CEO, expressed to the Trustee an interest

in making an offer to purchase WZG's assets. Mr. Zeviar further advised the Trustee he

knew of other persons who might be interested in making an offer for WZG's assets.

1 3. Starting in May 2019, the Trustee began exploring alternatives for selling WZG's assets

with the estate inspectors. The key concern was balancing the cost of the process, in light

of the intangible and highly specialized nature of the assets and the corresponding

uncertainty about their value, with the need to conduct a fair and reasonable process that

was likely to obtain the highest possible value for the assets.

1 4. The Trustee initially considered implementing a court-approved sales solicitation process

to market WZG's assets. As there were insufficient funds in WZG's estate to fund such a

process, the Trustee approached PDW Holdings to ask if it would fund a formal sales

solicitation process under its fee guarantee. PDW Holdings declined to fund a formal

sales solicitation process.

15. On June 3, 2019, Mr. Weber resigned as an inspector of WZG's estate, leaving

Mr. Graustein as the remaining inspector. Also on June 3, 2019, the Trustee received an

unsolicited cash offer from PDW Holdings to purchase certain of WZG's assets.

1 6. Following receipt of PDW Holdings' offer, the Trustee contacted Mr. Zeviar and advised

that: (i) it would require significant funding to run a sale process; (ii) PDW had

WS LEGAL \ 058368 \ 00010 \ 23023527 v4

- 5 -

determined it was not willing to fund a sales process; and (iii) it had received an

unsolicited offer for WZG's assets (the details of which the Trustee did not provide to Mr.

Zeviar), which it was considering accepting without running a formal sales process, given

the costs of doing so.

17. The Trustee asked Mr. Zeviar whether he wished to provide the funding required to run a

•formal sales process, and whether he would be prepared to submit an offer for WZG's

assets. The Trustee also asked Mr. Zeviar to provide, as soon as possible, a list of any

other individuals whom he believed may have an interest in funding a formal sales

process, or submitting an offer for WZG's assets.

1 8. Mr. Zeviar advised the Trustee in early July that he was not willing to fund a sales

process and did not know anyone who would. Mr. Zeviar also advised at this time that he

wished to submit a bid for WZG's assets.

19. On July 4, 2019, the Trustee sent a process email to Mr. Zeviar, Don Hawley (a former

consultant to WZG) and PDW Holdings regarding the steps required to move forward

with a transaction to purchase all or part of WZG's assets, which required, inter alia,

interested parties to execute a non-disclosure agreement, provide due diligence requests

to the Trustee, and submit a binding bid no later than 4:00 p.m. MDT on August 7, 2019

(the "Bid Deadline").

20. The Trustee continued to exchange emails with Mr. Zeviar regarding his intention to

submit a bid for WZG's assets and the process to do so, including sending him a template

Asset Purchase Agreement and draft Approval and Vesting Order on July 30, 2019.

21. Ultimately, Mr. Zeviar did not execute a non-disclosure agreement, or provide any due

diligence requests to the Trustee, and advised on August 4, 2019 that he did not intend to

submit a binding bid by the Bid Deadline due to his concerns about the integrity of the

sales process.

22. On August 6, 2019, PDW Holdings requested an extension of time to submit its binding

bid to August 21, 2019, to allow it to complete its due diligence, review certain legal

issues related to the sale, and consider the results of an appeal of the Trustee's

WS LEGAL\ 058368',P0010 .2.3023527v4

- 6 -

disallowance of certain proofs of claim. The Trustee granted PDW Holdings an extension

to August 26, 2019 at 4:00 p.m.

23. On August 26, 2019, PDW Acquisition submitted an irrevocable offer for the Property,

together with its revised form of APA, and certain other information requested by the

Trustee in its process email dated July 4, 2019.

1ppj Duerr of Sale

24. Pursuant to section 30(1)(a) of the BIA, the Trustee is authorized, with the permission of

the estate inspectors, to sell or otherwise dispose of for such price or other consideration

as the inspectors may approve all or part of the property of the bankrupt, including the

goodwill of the business, if any, by private contract, with power to transfer the whole

thereof to any person or company.

25. The Trustee is not required to seek court approval of the sale of the bankrupt's property,

unless the sale is to a related party or an inspector. Although Mr. Weber resigned as an

inspector before PDW Holdings made its initial unsolicited offer for WZG's assets, the

Trustee is seeking this Honourable Court's approval of the sale to PDW Canada.

26. The sale of WZG's right, title and interest, if any, in and to the Property, should be

approved for the following reasons:

(a) the remaining estate inspector authorized and approved the process undertaken by

the Trustee in selling WZG's assets, and has authorized and approved the

proposed sale to PDW Canada;

(b) the process undertaken by the Trustee leading to the proposed sale was

appropriate, reasonable, and fair in the circumstances, and the Trustee has

considered the efficacy and integrity of the process used to solicit offers;

(c) the Trustee has acted in good faith and in the best interests of WZG's estate, has

adequately considered the effects of the proposed sale on WZG's creditors, and

has considered the need to consult with WZG's creditors;

(d) PDW Canada is at arm's length from WZG;

WSLIGAI A058368 \00010V23023527v4

(e)

(f)

(g)

Sealing Order

- 7 -

the Trustee believes the consideration to be received for the assets from PDW

Acquisition is reasonable and fair, given:

(f) the intangible nature of the Property and the related difficulty inherent indetermining its value; and

(ii) the cost of a sale process, the lack of resources in WZG's estate to fund asale process, and the unwillingness of third parties to fund a sale process;

the Outside Date for closing the proposed sale is October 25, 2019; and

the APA affords sufficient protection to the Former Personnel and to other

individuals in the event that records not foiiiiing part of the property or WZG, or

alternatively contianing their personal information may be included in the

Property to be sold to PDW Canada.

27. The Confidential Supplement contains confidential and commercially sensitive

information, namely the proposed purchase price for the Property, which could adversely

affect the Trustee's ability to market the assets if the proposed sale does not close.

28. A sealing order is necessary to prevent the Confidential Supplement from being disclosed

and jeopardizing a sale of the Property. The sealing order sought is the least restrictive

means possible to prevent disclosure of the confidential and commercially sensitive

information in the Confidential Supplement.

29. Such further and other grounds as counsel may advise and this Honourable Court permits.

Material or evidence to be relied on:

30. The Reports of the Trustee, including the Second Report dated September 25, 2019;

31. The Confidential Supplement to the Second Report dated September 25, 2019;

32. The Affidavit of Service of Allison Badger, to be filed; and

33. The pleadings previously filed in these proceedings.

WSLEGAL\058368\00010\23023527v4

8

Applicable rules:

34. The Alberta Rules of Court, AR 124/2010.

35. Bankruptcy and Insolvency General Rules, and in particular Rules 3, 6 and 11.

36. Such further and other rules as counsel may advise and this Honourable Court permits.

Applicable Acts and regulations:

37. Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and in particular Part I,

section 30, and Part V, section 120(1) thereof.

38. Such further and other acts and regulations as Counsel may advise and this Honourable

Court permit.

Any irregularity complained of or objection relied on:

39. None

How the application is proposed to be heard or considered:

40. In person before the Honourable Madam Justice C. Dario in Chambers on the

Commercial List.

WARNING

If you do not come to Court either in person or by your lawyer, the Court may give theapplicant(s) what they want in your absence. You will be bound by any order that theCourt makes. If you want to take part in this application, you or your lawyer must attendin Court on the date and at the time shown at the beginning of the form. If you intend togive evidence in response to the application, you must reply by filing an affidavit orother evidence with the Court and serving a copy of that affidavit or other evidence onthe applicant(s) a reasonable time before the application is to be heard or considered.

WSLEGAL\058368\00010\23023527v4

SCHEDULE A

CLERK'S STAMP

COURT FILE NUMBER

COURT

JUDICIAL CENTRE

DOCUMENT

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

DATE ON WHICH ORDER WASPRONOUNCED:

25-094950

COURT OF QUEEN'S BENCH OF ALBERTA

CALGARY

IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC, c B-3, AS AMENDED

AND IN THE MATTER OF THE BANKRUPTCY

OF WHOZAGOOD INC.

APPROVAL & VESTING ORDER: SALE TOPDW CANADIAN ACQUISITION LLC

BENNETT JONES LLPBarristers and Solicitors4500, 855 — 2nd Street S.W.Calgary, Alberta T2P 41(7

Attention: Alexis Teasdale/Gita KeshavaTel No.: 403-298-3067Fax No.: 403-265-7219Our File No.: 58368.10

October 8, 2019

LOCATION OF HEARING ORTRIAL: Calgary Courts Centre

NAME OF MASTER/JUDGE WHOMADE THIS ORDER: Madam Justice C. Dario

UPON the application of Hardie & Kelly Inc., in its capacity as the court-appointed trustee in

bankruptcy (the "Trustee") of WhoZaGood Inc. (the "Debtor") for an Order approving the sale

transaction (the "Transaction") contemplated by the Asset Purchase and Sale Agreement (the

"APA") between the Trustee as vendor (the "Vendor") on behalf of the Debtor, and PDW

Canadian Acquisition LLC (the "Purchaser"), made as of September 19, 2019, a copy of which

WSLEGAL\058368\00010\22821890v7

2

is appended to the Confidential Supplement to the Second Report of the Trustee dated September

25, 2019 (the "Confidential Supplement") as Appendix "C"; AND UPON having read the

Application, the Second Report of the Trustee dated September 25, 2019 (the "Second Report"),

the Confidential Supplement, the Affidavit of Service of Allison Badger dated September [.],

2019 (the "Service Affidavit"), and the pleadings and proceedings filed herein, including the

Bankruptcy Order granted on February 28, 2019 (the "BIA Order"); AND UPON hearing

counsel for the Trustee, the Purchaser, and any other interested party appearing at the

Application;

IT IS HEREBY ORDERED AND DECLARED THAT:

Service

1. The time for service of notice of this application is abridged to the time actually given

and service of the Application and supporting material as described in the Service

Affidavit is hereby declared to be good and sufficient, and this hearing is properly

returnable before this Honourable Court today and further service thereof is hereby

dispensed with.

Capitalized Terms

2. Capitalized terms not otherwise defined herein shall have the respective meanings

ascribed to them in the APA.

Actions of the Trustee

3. The actions taken by the Trustee to date as described in the Second Report and the

Confidential Supplement, and in particular the actions of the Trustee regarding the sale of

the Property, as reported in the Second Report and the Confidential Supplement are

hereby approved and ratified.

Approval of the Transaction

4. The Transaction is commercially reasonable and in the best interests of the Debtor and

their stakeholders. The Transaction is hereby approved and ratified, and the Trustee is

WSLEGAL\058368\00010\22821890v7

_3

authorized and directed to take such additional steps and execute such additional

documents and make such minor amendments to the APA as may be necessary or

desirable for the completion of the Transaction and for the conveyance of the Property to

the Purchaser.

5. For greater certainty, the Trustee is hereby authorized and directed to transfer the

Property to the Purchaser in accordance with the terms of the APA.

Vesting of Property

6. Upon Closing, all of the Debtor' right, title and interest in and to the Property described in

the APA shall vest absolutely in the Purchaser, free and clear of and from any and all

security interests (whether contractual, statutory, registered or otherwise), hypothecs,

caveats, interests, mortgages, trusts or deemed trusts (whether contractual, statutory,

registered or otherwise), liens, encumbrances, executions, levies, charges, or other

financial or monetary claims, assignments, actions, taxes, judgments, writs of execution,

options, agreements, disputes, debts, debentures, easements, covenants, encumbrances or

other rights, limitations or restrictions of any nature whatsoever including, without

limitation, any rights or interests of any creditors of the Debtor, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured, registered

or otherwise and whether by payment, set off or otherwise, whether liquidated,

unliquidated or contingent (collectively, the "Claims") including, without limiting the

generality of the foregoing:

(a) any encumbrances or charges created by the BIA Order and the Interim

Receivership Order granted in the within proceedings on December 6, 2018;

(b) all charges, security interests or claims evidenced by registrations pursuant to the

Personal Property Security Act (Alberta), (the "PPSA") or any other personal

property registry system; and

(c) all other Claims;

and, for greater certainty, this Court orders that all of the Claims affecting or relating to

the Property and all charges, security interests or Claims evidenced by registrations

WSLEGAL\058368\00010\22821890v7

4

pursuant to the PPSA, are hereby expunged, ordered removed and otherwise

unconditionally discharged and terminated as against the Property.

7. Notwithstanding paragraph 6 of this Order, the Property shall remain subject to the right

of the Former Personnel to request the return of, and the obligation of the Purchaser to

convey, the Excluded Records pursuant to the APA and paragraphs 8 and 9 of this Order.

8. The Purchaser shall, within ten (10) days of the date of Closing send a notice to the

Former Personnel in accordance with Section 2.6(a) of the APA advising that the

Purchaser has purchased the Books and Records and requesting that, within twenty (20)

days of receiving such notice, the Former Personnel identify and describe in reasonably

specific detail

(a) any of the Books and Records that they believe were not the property of the

Debtor immediately prior to the granting of the BIA Order (the "Excluded

Records"), and

(b) the location of the Excluded Records within the Books and Records at such time

as the Books and Records were last in the Debtor's possession.

9. Upon receiving the notice described in Section 2.6(a) of this Agreement, the Purchaser

shall make reasonable efforts to locate the Excluded Records and shall return the

Excluded Records to the Former Personnel within a reasonable time of Purchaser locating

the Excluded Records, at no cost to the Vendor.

10. Any request made by the Former Personnel to the Purchaser for the return of the

Excluded Records shall not be deemed to be, and is not, a reclamation of property claim

for the purposes of section 81 of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as

amended (the "BIA").

11. The Trustee is hereby authorized and directed to take all necessary steps and execute any

and all documents to effect any and all discharges and the registrars and all other persons

in control of or otherwise supervising such offices of registration or recording shall

forthwith remove and discharge all such registrations.

WSLEGAL\058368\00010\22821890v7

5

12. No further authorization or approval or any other action by any authority or regulatory

body exercising jurisdiction over the Property shall be required for the closing and post-

closing implementation of the Transaction contemplated in the APA.

13. For further certainty, upon Closing, and upon the filing of a certified copy of this Order,

together with any applicable registration fees, the appropriate government authorities are

hereby directed to register such transfers, interest authorizations, discharges, discharge

statements of conveyances, as may be required to convey clear title to the Property to the

Purchaser.

14. For the purposes of determining the nature and priority of Claims, the net cash proceeds

from the sale of the Property (to be held in an interest bearing trust account by the

Trustee), if any, shall stand in the place and stead of the Property and from and after

Closing all Claims shall attach to the net cash proceeds from the sale of the Property with

the same priority as they had with respect to the Property immediately prior to the sale, as

if the Property had not been sold and remained in the possession or control of the person

having that possession or control immediately prior to the sale.

15. Except as expressly provided for in the APA or by section 5 of the Alberta Employment

Standards Code, the Purchaser shall not, by virtue of the completion of the Transaction,

have liability of any kind whatsoever in respect of any Claims against the Vendor, Debtor

or any Affiliate of the Vendor or the Debtor, and the Purchaser shall not be deemed a

successor of or to the Debtor or any of its Affiliates for any Claims of any kind or nature

whatsoever against the Debtor or any of its Affiliates or against the Property, except for

requests for the return of information or property by the Former CEO as provided for in

the APA and paragraphs 7 to 9 of this Order.

16. Upon completion of the Transaction the Debtor and all persons who claim by, through or

under the Debtor in respect of the Property, and all persons or entities having any Claims

of any kind whatsoever in respect of the Property, shall stand absolutely and forever

barred, estopped and foreclosed from and permanently enjoined from pursuing, asserting

or claiming any and all right, title, estate, interest, royalty, rental, equity of redemption or

Claim in respect of or to the Property, and to the extent that any such persons or entities

WSLEGAL\058368\00010\22821890v7

6

remain in the possession or control of any of the Property, or any artifacts, certificates,

instruments or other indicia of title representing or evidencing any right, title, estate or

interest in and to the Property, they shall forthwith deliver possession thereof to the

Purchaser.

17. The Purchaser shall be entitled to enter into and upon, hold and enjoy the Property for its

own use and benefit, without any interference of or by the Debtor or any person claiming

by, through or against the Debtor.

18. Pursuant to clause 7(3)(c) of the Personal Information Protection and Electronic

Documents Act (Canada) and section 20(e) of the Alberta Personal Information

Protection Act, the Trustee is permitted to disclose and transfer to the Purchaser all

human resources and payroll information in the Debtor's records pertaining to the

Debtor's past and current employees or contractors. The Purchaser shall maintain and

protect the privacy of such information and shall be entitled to use the personal

information provided to it in a manner which is in all material respects identical to the

prior use (of such information) to which the Debtor was entitled.

Miscellaneous Matters

19. Notwithstanding:

(a) the pendency of these proceedings and the declaration of insolvency made herein;

(b) the pendency of the BIA Order now issued pursuant to the BIA in respect of the

Debtor; and

(c) the provisions of any federal or provincial statute:

the vesting of the Property in the Purchaser pursuant to this Order shall not be void or

voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a transfer

at undervalue, fraudulent preference, assignment, fraudulent conveyance or other

reviewable transaction under the BIA or any other applicable federal or provincial

legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to

any applicable federal or provincial legislation.

WSLEGAL\058368\00010\22821890v7

7

20. The Trustee, the Purchaser and any other interested party shall be at liberty to apply for

further advice, assistance and direction as may be necessary in order to give full force and

effect to the terms of this Order and to assist and aid the parties in closing the

Transaction.

21. This Honourable Court hereby requests the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in any of its provinces

or territories to act in aid of and to be complimentary to this Court in carrying out the

terms of this Order, to give effect to this Order and to assist the Trustee and its agents in

carrying out the terms of this Order. All courts, tribunals and regulatory and

administrative bodies are hereby respectfully requested to make such order and to provide

such assistance to the Trustee, as an officer of the Court, as may be necessary or desirable

to give effect to this Order or to assist the Trustee and its agents in carrying out the terms

of this Order.

22. Service of this Order shall be deemed good and sufficient by serving the same on:

(a) the persons listed on the service list created in these proceedings;

(b) the Purchaser or on the Purchaser's solicitors; and

(c) by posting a copy of this Order on the Trustee's website at:

https://relieffromdebt.ca/whozagood/;

and service on any other Person is hereby dispensed with.

Justice of the Court of Queen's Bench of Alberta

WSLEGAL\058368\00010\22821890v7

SCHEDULE B

COURT FILE NUMBER

COURT

JUDICIAL CENTRE

DOCUMENT

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

DATE ON WHICH ORDER WASPRONOUNCED:

LOCATION OF HEARING ORTRIAL:

NAME OF JUSTICEWHO MADE THIS ORDER:

25-094950

COURT OF QUEEN'S BENCH OF ALBERTA

CALGARY

IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC 1985, c B-3, AS AMENDED

CLERK'S STAMP

AND IN THE MATTER OF WHOZAGOOD INC.

SEALING ORDER

BENNETT JONES LLPBarristers and Solicitors4500 Bankers Hall East855 — 211d Street SWCalgary, Alberta T2P 4K7

Attention:Telephone No.:Fax No.:Client File No.:

Alexis Teasdale/Gita Keshava403-298-3067403-265-721958368.10

September 12, 2019

Calgary Courts Centre

The Honourable Madam Justice C. Dario

UPON the application of Hardie & Kelly Inc., in its capacity as the court-appointed trustee in

bankruptcy (the "Trustee") of WhoZaGood Inc. ("WZG" or the "Debtor"); AND UPON having

read the Application and the Second Report of the Trustee dated September 25, 2019 (the "Second

Report"); AND UPON having read the Confidential Supplement to the Second Report dated

WSLEGAL\058368\00010\23058554v2

2

September 25, 2019 (the "Confidential Supplement"), tint:fled; AND UPON hearing counsel for

the Trustee, the Purchaser, and any other interested party appearing at the Application;

IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE AND DEFINITIONS

1 . Service of notice of this application and supporting materials is hereby declared to be good

and sufficient, and no other person is required to have been served with notice of this

application, and time for service of this application is abridged to that actually given.

2. All capitalized terms not otherwise defined herein have the meaning given to them in the

Second Report.

SEALING OF CONFIDENTIAL SUPPLEMENT

3. Division 4 of Part 6 of the Alberta Rules of Court, AR 124/2010, does not apply to the

application, and the Confidential Supplement shall be sealed on the Court file and not form

part of the public record. The Clerk of this Honourable Court shall file the Confidential

Supplement in a sealed envelope attached to a notice that sets out the style of cause of these

proceedings and slates that:

THIS ENVELOPE CONTAINS CONFIDENTIAL MATERIALS FILEDBY I [ARDIE & KELLY INC., IN ITS CAPACITY AS "1111, TRUSTEE INBANKRUPTCY OF WHOZAGOOD INC. THE CONFIDENTIALMATERIALS ARE SEALED PURSUANT' E0 THE SEALING ORDERISSUED BY THE HONOURABLE MADAM JUSTICE K.M. HORNERON SEPTEMBER 12, 2019.

4. The Trustee is empowered and authorized, but not directed, to provide the Confidential

Supplement (or any portion thereof, or information contained therein) to any interested

party, entity or person that the Trustee considers reasonable in the circumstances subject

to confidentiality arrangements satisfactory to the Trustee.

5 The Confidential Supplement shall remain sealed on the Court file in accordance with this

Order for three (3) months following the closing of the transaction under the APA.

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SERVICE AND NOTICE

6, This Order must be served only upon those interested parties attending or represented at

the within application and service may be effected by facsimile, electronic mail, personal

delivery or courier. Service is deemed to be effected the next business day following the

transmission or delivery of such documents,

7. Service of this Order on any party not attending this application is hereby dispensed with.

GENERAL

8, This Court hereby requests the aid and recognition of any court, tribunal, regulatory or

administrative body having jurisdiction in Canada to give effect to this Order and to assist

the Trustee and its respective 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 Trustee, as an officer of this Court, as

may be necessary or desirable to give effect to this Order, to assist the Trustee and their

respective agents in carrying out the terms of this Order.

Any interested party (including the Trustee) may apply to this Court to vary or amend this

Order on not less than seven (7) days' notice to any other party or parties likely to be

affected by the order sought or upon such other notice, if any, as this Court may order.

Justice of the Court of Queen's Bench of Alberta

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