SusGlobal Energy Canada Corp.: Exhibit 10.1 - Filed by newsfilecorp.com







	ASSET PURCHASE AGREEMENT 
	 
	BETWEEN 
	 
	BDO CANADA LIMITED, solely in its capacity as
      Court 
	appointed receiver of ASTORIA ORGANIC MATTERS LTD. and
      ASTORIA ORGANIC 
	MATTERS CANADA LP, and not in any other capacity
    
	 
	AND 
	 
	SUSGLOBAL ENERGY BELLEVILLE LTD. 
	 
	AND 
	 
	FOR THE PURPOSES OF SECTION 8.18, 
	 
	SUSGLOBAL ENERGY CANADA CORP. 
	 
	MADE AS OF 
	 
	JULY 27, 2017 






TABLE OF CONTENTS 

	  	  	Page 
	  	  	  
	ARTICLE 1 - INTERPRETATION
    	2 
	 	 
	       
                 1.01 	Definitions 	2 
	           
             1.02 	Headings 	6 
	       
                 1.03 	Extended Meanings 	6 
	           
             1.04 	Capacity of Receiver 	6 
	       
                 1.05 	Statutory References 	7 
	           
             1.06 	Currency 	7 
	       
                 1.07 	Exhibits 	7 
	  	  	  
	ARTICLE 2 - SALE AND
      PURCHASE 	7 
	 	 
	       
                 2.01 	Assets to be Sold and Purchased
    	7 
	           
             2.02 	Excluded Assets 	8 
	       
                 2.03 	Purchase Price 	9 
	           
             2.04 	Allocation of Purchase Price 	9 
	       
                 2.05 	Elections 	9 
	           
             2.06 	Property Taxes 	9 
	       
                 2.07 	Transfer Taxes 	9 
	           
             2.08 	Assumption of Liabilities 	10 
	       
                 2.09 	Assigned Contracts 	10 
	           
             2.10 	Payment of Purchase Price 	11 
	       
                 2.11 	Delivery of Purchased Assets
	12 
	           
             2.12 	Payment of the Receivables Purchase Agreement
      Price 	12 
	  	  	  
	ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
    	13 
	 	 
	           
             3.01 	Receiver’s Representations and Warranties 	13 
	       
                 3.02 	Purchaser’s Representations and
      Warranties 	13 
	           
             3.03 	“As Is, Where Is” 	15 
	  	  	  
	ARTICLE 4 - COVENANTS 	16 
	 	 
	           
             4.01 	Covenants of the Receiver 	16 
	       
                 4.02 	Covenants of the Purchaser 	16 
	  	  	  
	ARTICLE 5 - CONDITIONS AND
      TERMINATION 	18 
	 	 
	       
                 5.01 	Conditions for the Benefit of
      the Purchaser 	18 
	           
             5.02 	Conditions for the Benefit of the Receiver 	19 
	       
                 5.03 	Waiver of Condition 	19 
	           
             5.04 	Termination 	19 
	       
                 5.05 	Effect of Termination 	20 
	  	  	  
	ARTICLE 6 - CLOSING
      ARRANGEMENTS 	20 
	 	 
	       
                 6.01 	Closing 	20 


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	TABLE OF CONTENTS 
	(continued) 



	  	  	Page 
	  	  	  
	               
         6.02 	Receiver’s Closing Deliveries 	20 
	           
             6.03 	Purchaser’s Closing Deliveries
    	21 
	               
         6.04 	Confidentiality 	21 
	           
             6.05 	Delivery of Receiver’s
      Certificate 	22 
	               
         6.06 	Planning Act 	22 
	           
             6.07 	Risk of Loss 	22 
	  	  	  
	ARTICLE 7 - SURVIVAL 	23 
	 	 
	           
             7.01 	Survival 	23 
	  	  	  
	ARTICLE 8 - GENERAL 	23 
	 	 
	           
             8.01 	Further Assurances 	23 
	               
         8.02 	Time of the Essence 	23 
	           
             8.03 	Fees, Commissions and other
      Costs and Expenses 	23 
	               
         8.04 	Public Announcements 	23 
	           
             8.05 	Benefit of the Agreement 	24 
	               
         8.06 	Entire Agreement 	24 
	           
             8.07 	Amendments and Waivers 	24 
	               
         8.08 	Assignment 	24 
	           
             8.09 	Notices 	24 
	               
         8.10 	Remedies Cumulative 	26 
	           
             8.11 	No Third Party Beneficiaries
	26 
	               
         8.12 	Governing Law 	26 
	           
             8.13 	Attornment 	26 
	               
         8.14 	Severability 	26 
	           
             8.15 	No Registration of Agreement
	26 
	               
         8.16 	Counterparts 	27 
	           
             8.17 	Electronic Execution 	27 
	               
         8.18 	Parent Guarantee 	27 


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ASSET PURCHASE AGREEMENT 

THIS AGREEMENT is made as of July 27, 2017, 

BETWEEN 

	SUSGLOBAL ENERGY BELLEVILLE LTD., a corporation
  
	incorporated under the laws of Ontario (the
      “Purchaser”), 
	  
	-and- 
	  
	For the purposes of Section 8.18, SUSGLOBAL ENERGY
    
	CANADA CORP., a corporation incorporated under the
      laws of 
	Canada (the “Parent”), 
	  
	-and- 
	  
	BDO CANADA LIMITED, solely in its capacity as
      court 
	appointed receiver of ASTORIA ORGANIC MATTERS LTD. and
  
	ASTORIA ORGANIC MATTERS CANADA LP, and not in any 
	other capacity 


WHEREAS on April 13, 2017, the Ontario Superior Court of
Justice [Commercial List] (the “Court”) granted an Order (the
“Receivership Order”) appointing BDO Canada Limited (the
“Receiver”) as receiver of the assets, undertakings and properties of
Astoria Organic Matters Ltd. (“Astoria Ltd.”) and Astoria Organic Matters
Canada LP (“Astoria Canada” together with Astoria Ltd. “Astoria”).


AND WHEREAS pursuant to the Receivership Order, the
Receiver was authorized to market and sell the assets, undertakings and
properties of Astoria. 

AND WHEREAS the Receivership Order, providing for, among
other things, a process under which offers would be solicited for the sale of
all, substantially all of Astoria’s assets and business. 

AND WHEREAS the Purchaser desires to purchase the
Purchased Assets (as defined herein) and assume the Assumed Liabilities (as
defined herein) upon and subject to the terms and conditions set out in this
Agreement. 

NOW THEREFORE, in consideration of the covenants and
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties (and for the purposes of Section 8.18, the
Parent) hereto agree as follows: 




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ARTICLE 1 - INTERPRETATION 

	1.01 	
      Definitions



In this Agreement, unless something in the subject matter or
context is inconsistent therewith: 

“Affiliates” means, with respect to
  any Person, any other Person that controls or is controlled by or is under
  common control with the referent Person. 

“Agreement” means this agreement, including its recitals
and schedules, as amended from time to time. 

“Applicable Law” means: 

	 	(i) 	
      any applicable domestic or foreign law including any
      statute, law, regulation, code, ordinance, rule, restriction, subordinate
      legislation, by- law or treaty, as well as the common law; and

	 	 	 
	 	(ii) 	
      any applicable and enforceable rule, requirement, order,
      judgment, injunction, award or decree of any Governmental
    Authorities.



“Approval and Vesting Order” means an order of the Court
substantially in the form attached hereto as Exhibit A: (i)
approving the sale of the Purchased Assets by the Receiver to the Purchaser
pursuant to the terms of this Agreement, and (ii) providing for the vesting of
the right, title, benefit and interest of Astoria in and to the Purchased Assets
in and to the Purchaser, free and clear of all Liens, other than the Permitted
Encumbrances. 

“Assigned Contracts” means those Contracts and Permits
set out in Exhibit B. 

“Assignment and Assumption Agreement” means an agreement
pursuant to which the Receiver will assign the Assigned Contracts to the
Purchaser and the Purchaser will assume the Assumed Liabilities at the Time of
Closing, substantially in the form of the document set out in Exhibit
C. 

“Assumed Capital Leases” means the capital lease
obligations relating to the financed equipment under the Loan and Security
Agreement #BAO9580A-003 between Astoria Canada and ECN Financial Inc. dated
December 23, 2016, as amended, set out in Exhibit D with respect
to the following financed equipment: 

	 	(i) 	
      2013 Liebherr Model A316LI wheeled material handler with
      TCD 127hp capacity diesel engine, hydraulic lifting cab, s/n 1041-63129;
      and

	 	 	 
	 	(ii) 	
      2013 RotoChopper model B66T portable grinder, s/n
      13-2632.



“Assumed Liabilities” has the meaning set out in Section
2.08. 

“Books and Records” means all personnel records,
inspection records, financial records, and other records, books, documents and
data bases recorded or stored by means of any device, including in electronic form, relating to the business and the
Purchased Assets as are in the possession or under the control of Astoria. 




- 3 - 

“Business Day” means a day other than a Saturday,
Sunday, statutory or civic holiday in Toronto, Ontario. 

“Claim” means any actual or threatened civil, criminal,
  administrative, regulatory, arbitral or investigative inquiry, action, suit,
  investigation or proceeding and any loss, claim or demand relating thereto or
  resulting therefrom, or any other claim or demand of whatever nature or kind.


“Closing Date” means seven (7) Business Days
following the date of the Approval and Vesting Order, or such other date as
may be agreed in writing between the parties hereto. 

“Contract” means any contract, agreement, license,
instrument or commitment recognized at law or equity, whether written, oral,
express or implied, or arising by a course of conduct or usage of trade, and all
amendments thereto. 

“Court” has the meaning set out in the Recitals hereto.


“Cure Costs” means all amounts, including, but not
limited to, contractual payments in arrears and accrued and unpaid professional
fees arising from any previous defaults, if any, required to be paid in order to
reinstate, place in good standing, or obtain the consent necessary to permit the
assignment of, the Assigned Contracts as of the Closing Date. 

““Employee” means individuals employed by Astoria, on a
full-time, part-time or temporary basis, and “Employees” means every
Employee”. 

“Environmental Law” means any Applicable Law relating to
the natural or indoor environment including those pertaining to (i) reporting,
licensing, permitting, investigating, remediating or controlling the presence or
Release or threatened Release of Hazardous Substances, or (ii) the use,
treatment, storage, disposal, transport, handling and the like of Hazardous
Substances, including, for greater certainty, any such Applicable Law pertaining
to occupational health and safety. 

“Equipment” means the equipment owned by Astoria and
listed in Exhibit E. 

“Estimated Receivable Purchase Payment” means the
estimated amount of the Receivables Purchase Payment.

“Excluded Assets” has the meaning set out in Section
2.02. 

“Excluded Contracts” means any Contracts or Permits that
are not assignable as contemplated in Section 2.09(3), and any other Contracts
or Permits that are not Assigned Contracts. 

“Final Receivable Purchase Payment” means the final
amount of the Receivables Purchase Payment. 




- 4 - 

“Governmental Authorities” means governments, regulatory
authorities, governmental departments, agencies, commissions, bureaus,
officials, ministers, Crown corporations, courts, bodies, boards, tribunals or
dispute settlement panels or other law, rule or regulation-making organizations
or entities: 

	 	(i) 	
      having or purporting to have jurisdiction on behalf of
      any nation, province, territory or state or any other geographic or
      political subdivision of any of them; or

	 	 	 
	 	(ii) 	
      exercising, or entitled or purporting to exercise any
      administrative, executive, judicial, legislative, policy, regulatory or
      taxing authority or power.



“Hazardous Substance” means any substance, material or
emission whose storage, handling, use, transportation or Release is prohibited,
controlled or regulated by any Governmental Authorities having jurisdiction
pursuant to Environmental Laws, including any contaminant or pollutant as
defined in the Environmental Protection Act (Ontario). 

“HST” means all Taxes payable under the Excise Tax
Act (Canada), including goods and services taxes and any applicable
harmonized sales taxes. 

“Intellectual Property” means intellectual property of
any nature and kind including all domestic and foreign trade-marks, business
names, trade names, domain names, trading styles, patents, trade secrets,
confidential information, software, industrial designs and copyrights, whether
registered or unregistered, and all applications for registration thereof, and
inventions, formulae, recipes, product formulations and chemistries, processes
and processing methods, technology and techniques and know-how. 

“Inventories” means all inventories owned by and in
possession of Astoria including all supplies, goods, work in progress, raw
materials and spare parts. 

“Lands” means the lands municipally known as 704
Phillipston Road, Belleville, Ontario and described as Part of Lot 20,
Concession 8, Thurlow designated as Part 1, Plan 21R19513, City of Belleville
(PIN 40532-0032 (LT)). 

“Land Lease” means the land lease between 1684567
Ontario Inc., as landlord, and Astoria Organic Matters Canada LP, as lessee,
dated June 24, 2013 in respect of all or part of the Lands, including, without
limitation, the Leased Premises. 

“Leased Premises” means the business activities and
operations formerly carried on by Astoria located at the address municipally
known as 704 Phillipston Road, Belleville, Ontario. 

“Liabilities” means all costs, expenses, charges, debts,
liabilities, commitments and obligations of any nature or kind, whether accrued
or fixed, actual, absolute, contingent, latent or otherwise, matured or
unmatured or determined or undeterminable, including those arising under any
Applicable Law or Claim and those arising under any Contract or undertaking or
otherwise, including any tax liability or tort liability of Astoria. 




- 5 - 

“Liens” means any lien (statutory or otherwise),
mortgage, pledge, security interest (whether contractual, statutory or
otherwise), hypothecation, trust or deemed trust (whether contractual,
statutory, or otherwise), execution, levy, charge, encumbrance, interest in
property, or other financial or monetary claim which, in each case, in
substance, secures payment or performance of an obligation, or similar charge of
any kind. 

“MOECC ECA” means any and all Environmental Compliance
Approvals issued by the Ministry of the Environment and Climate Change in the
name of or in favour of Astoria and 1684567 Ontario Inc., as the case may be, as
at the Closing Date. 

“Non-Disclosure Agreement” means the non-disclosure
agreement dated May 18, 2017 between the Purchaser and the Receiver. 

“Outside Date” has the meaning set out in Section
5.04(b) . 

“Permits” means all permits, licences, certificates,
approvals, authorizations, consents, waivers, orders, exemptions, quotas and
registrations, or any item with a similar effect, issued or granted by any
Governmental Authorities. 

“Permitted Encumbrances” means only those Liens related
to the Purchased Assets set forth on Exhibit F. 

“Person” means any individual, corporation, limited
liability company, partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Authorities or other
entity. 

“Proceeds” has the meaning set out in Section
6.07(1)(b)(i) . 

“Purchase Price” has the meaning set out in Section
2.03. 

“Purchased Assets” has the meaning set out in Section
2.01. 

“Receivables Purchase Payment” means 70% of the dollar
amount of the accounts receivable of Astoria recorded in the books and records
of Astoria that are less than 90 days overdue, as at the Closing Date.

“Receiver” has the meaning set out in the Recitals
hereto. 

“Receiver’s Certificate” means a certificate signed by
the Receiver substantially in the form attached as Schedule A to
the Approval and Vesting Order confirming that: (i) the Purchaser has paid, and
the Receiver has received payment of, the Purchase Price in relation to the
purchase by the Purchaser of the Purchased Assets, and (ii) the conditions to be
complied with at or prior to the Time of Closing as set out in Sections 5.01 and
5.02, respectively, have been satisfied or waived by the Receiver or the
Purchaser, as applicable, pursuant to Section 5.03. 

“Receivership Order” has the meaning set out in the
recitals hereto. 




- 6 - 

“Release” means any release or discharge of any
Hazardous Substance including any discharge, spray, injection, inoculation,
abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying,
throwing, dumping, placing, exhausting, escape, leach, migration, dispersal,
dispensing or disposal. 

“Sale Process” means the marketing process approved by
the Receivership Order. 

“Tax Act” means the Income Tax Act (Canada). 

“Taxes” means all taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authorities, including any interest, additions to tax or penalties
applicable to them. 

“Time of Closing” means 10:00 a.m. (Toronto Time) on the
Closing Date or such other time as may be agreed in writing between the parties
hereto. 

“Transfer Taxes” has the meaning set out in Section
2.07. 

“Ultimate Parent” has the meaning set out in Section
2.03(b) . 

“US Dollar Share Consideration Amount” means
US$2,649,850, being $3,500,000 multiplied by 0.7571, which number was the Bank
of Canada closing exchange rate at the close of business on Wednesday, June 14,
2017. 

	1.02 	
      Headings



The division of this Agreement into Articles and Sections and
the insertion of a table of contents and headings are for convenience of
reference only and do not affect the construction or interpretation of this
Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof.
Unless something in the subject matter or context is inconsistent therewith,
references herein to Articles, Sections and Exhibits are to Articles and
Sections of and Exhibits to this Agreement. 

	1.03 	
      Extended Meanings



In this Agreement words importing the singular number include
the plural and vice versa, words importing any gender include all genders and
words importing persons include individuals, corporations, limited and unlimited
liability companies, general and limited partnerships, associations, trusts,
unincorporated organizations, joint ventures and Governmental Authorities. The
term “including” means “including without limiting the generality of the
foregoing” and the term “third party” means any Person other than the Receiver
and the Purchaser. 

	1.04 	
      Capacity of Receiver



The Receiver, in executing this Agreement, is entering into
this Agreement solely in its capacity as Court appointed receiver of Astoria,
and not in its personal or any other capacity. The Receiver shall have no
personal or corporate liability of any kind whether in contract, tort or
otherwise. 




- 7 - 

	1.05 	
      Statutory References



In this Agreement, unless something in the subject matter or
context is inconsistent therewith or unless otherwise herein provided, a
reference to any statute is to that statute as now enacted or as the same may
from time to time be amended, re-enacted or replaced and includes any
regulations made thereunder. 

	1.06 	
      Currency



All references to currency herein are to lawful money of
Canada. 

	1.07 	
      Exhibits



The following are the Exhibits to this Agreement: 

Exhibit A - Form of
Approval and Vesting Order 
Exhibit B - Assigned Contracts and
Permits 
Exhibit C - Form of Assignment and Assumption
Agreement 
Exhibit D - Assumed Capital Leases 
Exhibit
E - Equipment 
Exhibit F - Permitted Encumbrances

Exhibit G - Other Excluded Assets 
Exhibit H
- Allocation of Purchase Price 

ARTICLE 2 - SALE AND PURCHASE 

	2.01 	
      Assets to be Sold and
Purchased



Upon and subject to the terms and conditions hereof, the
Receiver will sell to the Purchaser and the Purchaser will purchase from the
Receiver, as of and with effect from the Time of Closing, all of the right,
title, benefit and interest of Astoria in and to the following assets
(collectively, the “Purchased Assets”): 

	 	(a) 	
      the Land Lease;

	 	 	 
	 	(b) 	
      the MOECC ECA, to the extent transferable;

	 	 	 
	 	(c) 	
      the outstanding accounts receivable at the Time of
      Closing;

	 	 	 
	 	(d) 	
      all structures, erections, improvements, appurtenances
      and fixtures situate on or forming part of the Lands, other than the fixed
      machinery and fixed equipment referred to in Section 2.01(e) and other
      than the Equipment;

	 	 	 
	 	(e) 	
      all fixed machinery and fixed equipment situate on or
      forming part of the Lands, other than the Equipment;

	 	 	 
	 	(f) 	
      all Inventories;







- 8 - 

	 	(g) 	
      subject to Sections 2.08 and 2.09(3), and to the extent
      not otherwise included in this Section 2.01, the Assigned
  Contracts;

	 	 	 
	 	(h) 	
      all Intellectual Property owned by Astoria that was used
      in connection with the Purchased Assets;

	 	 	 
	 	(i) 	
      all pre-paid expenses and deposits relating to the
      Purchased Assets (other than deposits paid to suppliers, Governmental
      Authorities or customers of Astoria) including all pre-paid Taxes, local
      improvement rates and charges, water rates and other operating costs, all
      pre-paid purchases of gas, oil and hydro, and all pre-paid lease
      payments;

	 	 	 
	 	(j) 	
      any and all customer lists;

	 	 	 
	 	(k) 	
      the Books and Records; and

	 	 	 
	 	(l) 	
      the Equipment,



but excluding, for greater certainty, in each and every case
the Excluded Assets (as hereinafter defined). 

	2.02 	
      Excluded Assets



Notwithstanding Section 2.01 or any other provision in this
Agreement to the contrary, Astoria will retain its right, title, benefit and
interest in and to, and the Purchaser will have no rights with respect to the
right, title, benefit and interest of Astoria in and to the following assets
(collectively, the “Excluded Assets”): 

	 	(a) 	
      the cash and cash equivalents, short-term investments,
      bank account balances, bank deposits, including any deposits posted in
      respect of letters of credit, and petty cash of Astoria;

	 	 	 
	 	(b) 	
      all rights of Astoria to tax refunds, credits, rebates or
      similar benefits relating to the Purchased Assets;

	 	 	 
	 	(c) 	
      the Excluded Contracts;

	 	 	 
	 	(d) 	
      shares and other interests or capital of
  Astoria;

	 	 	 
	 	(e) 	
      the tax records and insurance policies of
  Astoria;

	 	 	 
	 	(f) 	
      any Claim of Astoria to reimbursement under any insurance
      policy applicable to Astoria;

	 	 	 
	 	(g) 	
      any Books and Records not pertaining primarily to the
      Purchased Assets;

	 	 	 
	 	(h) 	
      all funds or deposits held by suppliers, any Governmental
      Authorities, customers or any other person in trust for or on behalf of
      Astoria, including without limitation the existing deposit with the City of Bellville, the
existing Guaranteed Investment Certificate in support of the Financial Assurance
posted by Astoria in favour of the Ministry of Environment and Climate Change
and the existing performance bond receivable with the City of Peterborough; and 







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	 	(i) 	
      any other assets listed in Exhibit
  G.




	2.03 	
      Purchase Price



The aggregate purchase price payable by the Purchaser to the
Receiver for the Purchased Assets excluding all applicable Taxes (such amount
being hereinafter referred to as the “Purchase Price”) is an amount equal
to a sum of the following: 

	 	(a) 	
      cash in an aggregate amount equal to $4,000,000 plus the
      Receivables Purchase Payment; plus

	 	 	 
	 	(b) 	
      issuance of 529,970 common shares in the capital of
      SusGlobal Energy Corp. (the “Ultimate Parent”), being a number
      equal to the US Dollar Share Consideration Amount divided by $5.00 per
      common share; plus

	 	 	 
	 	(c) 	
      the amount of the Assumed
Liabilities.




	2.04 	
      Allocation of Purchase
Price



The Purchase Price will be allocated among the Purchased Assets
as set out in Exhibit H such allocation to be agreed upon by the
parties hereto, acting reasonably, before the Closing Date. The Receiver and the
Purchaser will make and file all Tax returns and filings on a basis which is
consistent with the amount and allocation of the Purchase Price. 

	2.05 	
      Elections



The Receiver and the Purchaser will on or before the Time of
Closing jointly execute an election (if applicable), in the prescribed form and
containing the prescribed information, to have subsection 167(1.1) of the
Excise Tax Act (Canada) apply to the sale and purchase of the Purchased
Assets hereunder so that no HST is payable by the Purchaser in respect of such
sale and purchase. The Purchaser will file such election with the Minister of
National Revenue within the time prescribed by the Excise Tax Act
(Canada). 

	2.06 	
      Property Taxes



The Purchaser shall be liable for all applicable property Taxes
payable under any Applicable Law on and after the Time of Closing. 

	2.07 	
      Transfer Taxes



(1)      The Purchaser will be liable
for and, subject to Section 2.05, will pay, or will cause to be paid, all
transfer, value added, ad-valorem, excise, sales, use, consumption, goods
or services, harmonized sales, retail sales, social services, or other similar
taxes or duties (collectively, “Transfer Taxes”) payable under any Applicable Law on or
with respect to the sale and purchase of the Purchased Assets under this
Agreement. The Purchaser will prepare and file any affidavits or returns
required in connection with the foregoing at its own cost and expense. 




- 10 - 

(2)      The Purchaser shall indemnify
  and save harmless the Receiver and its employees, advisors and agents from all
  Claims incurred, suffered or sustained as a result of a failure by the
Purchaser: 

	 	(a) 	
      to pay any Transfer Taxes payable by the Purchaser;
      and/or

	 	 	 
	 	(b) 	
      to file any returns, certificates, filings, elections,
      notices or other documents required to be filed by the Purchaser with any
      federal, provincial or other taxing authorities in connection with the
      conveyance or transfer of the Purchased
Assets.




	2.08 	
      Assumption of Liabilities



(1)      At the Time of Closing, the
Purchaser will assume and thereafter fulfil, perform and discharge when due the
following Liabilities of Astoria outstanding as at the Closing Date
(collectively, the “Assumed Liabilities”): 

	 	(a) 	
      all Liabilities arising from or in connection with the
      Assigned Contracts (including the Assumed Capital Leases), excluding any
      Cure Costs, from and after the Closing Date;

	 	 	 
	 	(b) 	
      all Liabilities arising from or in connection with any
      Taxes for which the Purchaser is responsible pursuant to Sections 2.06 and
      2.07 and any Permitted Encumbrances from and after the Closing Date;
      and

	 	 	 
	 	(c) 	
      all Liabilities relating to or arising from the Purchased
      Assets under Environmental Laws from and after the Closing Date including,
      without limitation, any costs and expenses associated with any ongoing
      work in process from and after the Time of Closing required to be carried
      out in order to comply with any Environmental Laws provided that it is
      agreed by the parties hereto that such ongoing work shall not include the
      work described in Section 4.02(9) below.



(2)      In addition to any other
provision for indemnification by the Purchaser contained in this Agreement, the
Purchaser will, from and after the Closing Date, indemnify and save harmless the
Receiver on its own behalf and as trustee for its Affiliates and their current
and former directors and officers, employees, agents, advisors and
representatives (including the Receiver) (collectively, the
“Indemnitees”) from and against all Claims asserted against any of the
Indemnitees in any way directly or indirectly arising from, relating to or in
connection with any of the Assumed Liabilities. 

	2.09 	
      Assigned Contracts



(1)      Subject to Section 2.09(2),
the Purchaser, with the Receiver’s consent, will request any consents necessary
to permit the assignment to the Purchaser of the Assigned Contracts. The
Receiver will provide its reasonable cooperation to assist the Purchaser to
obtain such consents, including providing financial and other information of Astoria
requested by the Purchaser or party to such Assigned Contract. 




- 11 - 

(2)      The Receiver will be
responsible for all Cure Costs in respect of any Assigned Contracts. 

(3)      Nothing in this Agreement
will constitute an agreement to assign or an attempted assignment of any
non-assignable rights or any Contracts or Permits for which any requisite
consent or approval has not been obtained or which as a matter of Applicable Law
or by its terms is not assignable. 

	2.10 	
      Payment of Purchase Price



(1)      Subject to Section 2.12, the
Purchase Price will be satisfied by the Purchaser on the Closing Date as
follows: 

	 	(a) 	
      an amount equal to 15% of the Purchase Price (the
      “Deposit”) forthwith upon the Purchaser submitting a Binding APA
      (as defined in the Sale Process), by wire transfer of immediately
      available funds to an account specified by the Receiver, in trust, as a
      deposit to be held in a bank account at a Canadian chartered bank and paid
      as provided in Section 2.10(2);

	 	 	 
	 	(b) 	
      cash by way of a wire transfer at the Time of Closing of
      immediately available funds to an account specified by the Receiver equal
      to $3,400,000 plus the Estimated Receivable Purchase Payment;

	 	 	 
	 	(c) 	
      delivery of an original share certificate issued in the
      name of the Receiver or such other person or entity as directed in writing
      by the Receiver representing 529,970 common shares in the capital of the
      Ultimate Parent to the Receiver; and

	 	 	 
	 	(d) 	
      by the Purchaser assuming the Assumed
  Liabilities.



(2)      The Deposit paid to the
Receiver by the Purchaser pursuant to Section 2.10(1)(a) will be paid by the
Receiver as follows: 

	 	(a) 	
      to the Receiver at the Time of Closing, with any interest
      that has been paid by the applicable bank thereon being paid to the
      Purchaser, in each case net of any applicable bank fees or charges, if the
      sale and purchase of the Purchased Assets provided for herein is completed
      in accordance with the terms and conditions hereof;

	 	 	 
	 	(b) 	
      to the Receiver on or after the fifth Business Day after
      the date of termination of this Agreement, together with any interest that
      has been paid by the applicable bank thereon (net of any applicable bank
      fees or charges), if this Agreement is terminated by the Receiver pursuant
      to Section 5.04(a), Section 5.04(c) (unless with respect to a condition in
      Section 5.02(c) or (d)), or Section 5.04(f) (where the Purchaser has
      failed to comply with its obligations under this Agreement);
  or







- 12 - 

	 	(c) 	
      to the Purchaser on or after the fifth Business Day after
      the date of termination of this Agreement, together with any interest that
      has been paid by the applicable bank thereon (net of any applicable bank
      fees or charges), if this Agreement is terminated by the Purchaser
      pursuant to Section 5.04(a) or Section 5.04(b), or by the Receiver
      pursuant to Section 5.04(c) (solely with respect to a condition in Section
      5.02(c) or (d)) or Section 5.04(f) (unless the Purchaser has failed to
      comply with its obligations under this Agreement),



provided that if the sale and purchase of the Purchased Assets
provided for herein is not completed in accordance with the terms and conditions
hereof and, prior to 10:00 a.m. on the fifth Business Day referred to in Section
2.10(2)(b) or (c), as the case may be, written notice is given by either the
Receiver or the Purchaser to the other counterparty that such party in good
faith disputes that the other is entitled to receive the deposit and/or any
accrued interest thereon, then such deposit and all accrued interest thereon
may, at the option of the Receiver, be paid into Court as soon as reasonably
possible (net of any applicable bank fees or charges), and further provided that
the Receiver shall be entitled to seek the direction of the Court at any time in
respect of any matter relating to the deposit, including the payment thereof to
any Person. 

	2.11 	
      Delivery of Purchased
Assets



At the Time of Closing, the Purchaser will take possession of
the Purchased Assets where situated. The Purchaser acknowledges that the
Receiver has no obligation to deliver possession of the Purchased Assets to the
Purchaser at any location other than the Leased Premises. 

	2.12 	
      Payment of the Receivables Purchase Agreement
      Price




	 	(a) 	
      The Purchase Price shall be increased, if the Final
      Receivables Purchase Price exceeds the Estimated Receivables Purchase
      Price, by an amount equal to the amount of such excess, or decreased, if
      the Estimated Receivables Purchase Price exceeds the Final Receivables
      Purchase Price, by an amount equal to the amount of such excess (such net
      increase or decrease to the Purchase Price, the “Final Receivables
      Payment Adjustment”). Either the Purchaser or the Receiver, as
      applicable, shall, within three (3) Business Days after the determination
      of the Final Receivables Payment Adjustment, make payment to the Receiver
      or the Purchaser, as applicable, by wire transfer in immediately available
      funds of the amount payable by the Purchaser or the Receiver, as
      applicable, in respect of the Final Receivables Payment Adjustment to an
      account designated in writing by the Receiver or the Purchaser, as
      applicable.

	 	 	 
	 	(b) 	
      The parties agree that any payments made pursuant to this
      Section 2.12 will be treated for tax purposes as an adjustment to the
      Purchase Price, unless otherwise prohibited by applicable
  Law.







- 13 - 

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES


	3.01 	
      Receiver’s Representations and
  Warranties



The Receiver represents and warrants to the Purchaser that, as
at the date hereof and as of the Closing Date: 

	 	(a) 	
      subject to the entry of the Approval and Vesting Order
      and any other orders required by the Court in connection with the
      transactions contemplated herein, the Receiver has the power, authority
      and right to enter into and deliver this Agreement and to carry out its
      obligations hereunder;

	 	 	 
	 	(b) 	
      subject to the entry of the Approval and Vesting Order
      and any other orders required by the Court in connection with the
      transactions contemplated herein, this Agreement constitutes a valid and
      legally binding obligation of the Receiver, enforceable against the
      Receiver in accordance with its terms;

	 	 	 
	 	(c) 	
      Astoria Ltd. and Astoria Canada are registered under Part
      IX of the Excise Tax Act (Canada) with registration number
      840185730 RT0001 and 845748037 RT0001, respectively; and

	 	 	 
	 	(d) 	
      each of Astoria Ltd. and Astoria Canada is not a
      non-resident of Canada within the meaning of section 116 of the Tax
      Act.




	3.02 	
      Purchaser’s Representations and
  Warranties



The Purchaser represents and warrants to the Receiver that:


	 	(a) 	
      the Purchaser is a corporation duly incorporated,
      organized and existing under the laws of Ontario;

	 	 	 
	 	(b) 	
      the Purchaser has the power, authority and right to enter
      into and deliver this Agreement and to carry out its obligations
      hereunder;

	 	 	 
	 	(c) 	
      this Agreement constitutes a valid and legally binding
      obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms;

	 	 	 
	 	(d) 	
      the Purchaser has taken all necessary corporate action to
      authorize the entering into and performance by it of this Agreement and
      completion of the transactions contemplated herein and the entering into
      of this Agreement in completion of the transactions contemplated herein
      will not breach its constating documents, any agreement binding on the
      Purchaser, or Applicable Laws relating to the Purchaser;

	 	 	 
	 	(e) 	
      there are no orders of or proceedings before or pending
      before any Governmental Authorities, or threatened to be brought by or
      before any Governmental Authorities by or against the Purchaser affecting
      the legality, validity or enforceability of this Agreement or the consummation of the
transactions contemplated hereby by the Purchaser; 







- 14 - 

	 	(f) 	
      no authorizations, consents or approvals of, or filing
      with or notice to, any Governmental Authorities is required in connection
      with the execution, delivery or performance of this Agreement;

	 	 	 
	 	(g) 	
      except for the Approval and Vesting Order, no consent,
      waiver, authorization or approval of any Person and no declaration to or
      filing or registration with any Governmental Authorities is required in
      connection with the execution and delivery by the Purchaser of this
      Agreement;

	 	 	 
	 	(h) 	
      the Purchaser has available, or prior to the delivery of
      the Binding APA (as defined in the Sale Process) and at the Time of
      Closing will have, sufficient funding to enable the Purchaser to
      consummate the purchase of the Purchased Assets on the terms set forth
      herein and otherwise to perform all of the Purchaser’s obligations under
      this Agreement;

	 	 	 
	 	(i) 	
      the Purchaser is registered under Part IX of the
      Excise Tax Act (Canada) with registration number that will be
      provided within one (1) Business Day of the date hereof;

	 	 	 
	 	(j) 	
      the Purchaser is not a non-resident of Canada within the
      meaning of section 116 of the Tax Act;

	 	 	 
	 	(k) 	
      there are no shareholder agreements, voting trusts or
      other agreements or understandings to which the Ultimate Parent, the
      Parent or any of its subsidiaries is a party with respect to the voting of
      the capital stock or other equity interests of the Ultimate Parent, the
      Parent or any of its subsidiaries or that the Receiver will be required to
      execute and deliver in connection with the issuance of the common shares
      in the capital of the Ultimate Parent to be issued to the Receiver
      contemplated by this Agreement;

	 	 	 
	 	(l) 	
      other than the hold period prescribed by applicable U.S.
      securities laws and the legend prohibiting the transfer of the common
      shares in the capital of the Ultimate Parent to be issued to the Receiver
      pursuant to this Agreement until the date that is six months from the
      Closing Date, there are no other restrictions, whether imposed by
      applicable law or by Contract, on the transfer of such common
    shares;

	 	 	 
	 	(m) 	
      the issued and outstanding common shares in the capital
      of the Ultimate Parent are not listed on any stock exchange or quotation
      system;

	 	 	 
	 	(n) 	
      the Ultimate Parent has taken all necessary action to
      authorize the issuance of the common shares in the capital of the Ultimate
      Parent to be issued to the Receiver contemplated by this Agreement, and
      such common shares will, at the time of issuance, be validly issued and
      fully paid and non-assessable common shares in the capital of the Ultimate
      Parent; and







- 15 - 

	 	(o) 	
      the common shares in the capital of the Ultimate Parent
      to be issued to the Receiver contemplated by this Agreement will be
      allotted and issued fully paid, free from all claims, encumbrances and
      equities whatsoever and with all rights attached thereto. Such shares will
      rank pari passu in all respects with, and be identical to, the
      existing common shares in the capital of the Ultimate Parent then issued
      and will rank in full for all dividends and other distributions declared,
      made or paid on the common shares in the capital of the Ultimate Parent
      after the date of issue.




	3.03 	
      “As Is, Where Is”



(1)      The Purchaser acknowledges
and agrees that it is purchasing the Purchased Assets on an “as is, where is”
basis and on the basis that the Purchaser has conducted to its satisfaction an
independent inspection, investigation and verification of the Purchased Assets
(including a review of title), Assumed Liabilities and all other relevant
matters and has determined to proceed with the transaction contemplated herein
and will accept the same at the Time of Closing in their then current state,
condition, location, and amounts, subject to all Permitted Encumbrances. 

(2)      Except as otherwise expressly
provided in Section 3.01, no representation, warranty or condition whether
statutory (including under the Sale of Goods Act (Ontario), the
International Sale of Goods Contracts Convention Act (Canada) and the
International Sale of Goods Act (Ontario) or any international equivalent
act which may be applicable to the subject matter pursuant to the provisions of
this Agreement, including but not limited to the United Nations Convention on
Contracts for the International Sale of Goods), or express or implied, oral
or written, legal, equitable, conventional, collateral, arising by custom or
usage of trade, or otherwise is or will be given including as to title,
outstanding liens or encumbrances, description, fitness for purpose,
merchantability, merchantable quality, quantity, condition (including physical
and environmental condition), suitability, durability, assignability, or
marketability thereof or any other matter or thing whatsoever, and all of the
same are expressly excluded and disclaimed and any rights pursuant to such
statutes have been waived by the Purchaser. The Purchaser acknowledges and
agrees that it has relied entirely and solely on its own investigations as to
the matters set out above and in determining to purchase the Purchased Assets
and assume the Assumed Liabilities pursuant to this Agreement. 

(3)      The description of the
Purchased Assets and Assumed Liabilities contained herein is for the purpose of
identification only and the inclusion of any item in such description does not
confirm the existence of any such items or that any such item is owned by
Astoria. Except as otherwise explicitly set forth in Section 3.01, no
representation, warranty or condition has been given by the Receiver concerning
the completeness or accuracy of such descriptions and the Purchaser acknowledges
and agrees that any other representation, warranty, statements of any kind or
nature, express or implied, (including any relating to the future or historical
financial condition, results of operations, prospects, assets or liabilities of
Astoria or the quality, quantity or condition of the Purchased Assets) are
specifically disclaimed by the Receiver. 

(4)      Any documents, materials and
information provided by or on behalf of the Receiver to the Purchaser with
respect to the Purchased Assets or Assumed Liabilities (including any
confidential information memorandums, management presentations, or material made
available in the electronic data room) have been provided to the
Purchaser solely to assist the Purchaser in undertaking its own due diligence,
and the Receiver has not made and is not making any representations or
warranties, implied or otherwise, to or for the benefit of the Purchaser as to
the accuracy and completeness of any such documents, materials or information or
the achievability of any valuations, estimates or projections. The Purchaser
acknowledges that it has not and will not rely upon any such documents,
materials or information in any manner, whether as a substitute for or
supplementary to its own due diligence, searches, inspections and evaluations.
The Receiver and their respective affiliates, directors, officers, employees,
agents and advisors shall not be liable for any inaccuracy, incompleteness or
subsequent changes to any such documents, materials or information. 




- 16 - 

ARTICLE 4 - COVENANTS 

	4.01 	
      Covenants of the Receiver



(1)      The Receiver will ensure that
the representations and warranties of the Receiver set out in Section 3.01 are
true and correct in all material respects at the Time of Closing and use
reasonable commercial efforts to ensure that the conditions of closing for the
benefit of the Purchaser set out in Section 5.01 over which it has reasonable
control have been performed or complied with in all material respects by the
Time of Closing. 

(2)      The Receiver shall file with
the Court, as soon as practicable after its execution and delivery of this
Agreement, a motion seeking the Court’s issuance of the Approval and Vesting
Order. 

(3)      At least two (2) Business
Days prior to the Closing Date, the Receiver shall provide the Purchaser with a
written notification of the Estimated Receivable Purchase Payment, including the
identification of the accounts receivable of Astoria that are less than 90 days
overdue.

(4)      The Receiver shall, on behalf
of Astoria, terminate the employment of the Employees on or before the Closing
Date and the Receiver shall provide confirmation on Closing that it has effected
such terminations. Astoria shall be responsible for all wages, notice of
termination and other obligations including entitlement to benefit coverage,
vacation pay and overtime pay to all of the Employees, to the extent applicable.
Any indemnity given by the Purchaser in favour of the Receiver under this
Agreement shall exclude any indemnity in respect of the foregoing
Employee-related liabilities. For greater certainty, nothing herein derogates
from the Purchaser’s obligations and liabilities or affords any right in favour
of the Purchaser to claim over to the Receiver or Astoria for any liability
arising as a result of the Purchaser becoming a successor employer of Astoria.


	4.02 	
      Covenants of the Purchaser



(1)      The Purchaser will ensure
that the representations and warranties of the Purchaser set out in Section 3.02
are true and correct in all material respects at the Time of Closing and use
reasonable commercial efforts to ensure that the conditions of closing for the
benefit of the Receiver set out in Section 5.02 over which it has reasonable
control have been performed or complied with in all material respects by the
Time of Closing. 




- 17 - 

(2)      The Purchaser will provide
the Receiver with all information within its possession or control that the
Receiver may reasonably request to assist the Receiver in obtaining the Approval
and Vesting Order. 

(3)      The Purchaser will preserve
the Books and Records delivered to it at the Time of Closing for a period of six
years from the Closing Date, or for such other period as is required by any
Applicable Law, and will permit the Receiver and their respective authorized
representatives reasonable access thereto in connection with the affairs of
Astoria, and the right to make copies thereof at their expense. 

(4)      The Purchaser shall make the
necessary arrangements to replace any letters of credit or other security
deposits posted or received by Astoria, the Receiver, or any other Person on
their behalf, on or prior to Closing. 

(5)      Not more than ten (10)
Business Days following the Closing Date, the Purchaser shall provide the
Receiver with written notification of the Final Receivable Purchase Payment,
including the identification of the accounts receivable of Astoria that are less
than 90 days overdue as at the Closing Date. Following receipt of the foregoing
notification, Receiver shall have a period of five (5) Business Days to review
the books and records of Astoria setting forth the accounts receivable of
Astoria as at the Closing Date, at no cost, during regular business hours to
satisfy itself as to the recorded amount of such account receivable, following
which five (5) Business Day period the Receiver shall either: (a) provide
written confirmation to the Purchaser of its satisfaction with its review; or
(b) provide written objection to the Purchaser of its review. In the event that
the Receiver objects to such review of the books and records of Astoria, the
applicable five (5) Business Day period shall be extended until all such
disputes have been resolved to the satisfaction of the Receiver, acting
reasonably. 

(6)      The Purchaser will comply
with the Personal Information Protection and Electronic Documents Act
(Canada) and other similar Applicable Laws relating to privacy and the
protection of personal information in respect of the Books and Records,
Contracts and any other business and financial records related to the Purchased
Assets. 

(7)      In the event that the common
shares in the capital of the Ultimate Parent are listed or quoted on any stock
exchange or quotation system at any time following the Time of Closing, the
Purchaser shall take all actions required to permit the Receiver to sell the
common shares in the capital of the Ultimate Parent issued to the Receiver
pursuant to this Agreement without restriction, whether imposed by applicable
law or by Contract, other than the hold period prescribed by applicable U.S.
securities laws and the legend prohibiting the transfer of the common shares in
the capital of the Ultimate Parent to be issued to the Receiver pursuant to this
Agreement until the date that is six months from the Closing Date, as
applicable.

(8)      In the event that the common
shares in the capital of the Ultimate Parent are listed or quoted on any stock
exchange or quotation system at any time following the date that is six months
from the Closing Date, upon the reasonable written request of the Receiver,
including to permit the wind-down of the estate of Astoria, the Purchaser shall
take all actions required to permit the Receiver to sell or otherwise transfer
the common shares in the capital of the Ultimate Parent issued to the Receiver pursuant to this Agreement to any
Person permitted to acquire such common shares in accordance with applicable
U.S. securities laws.




- 18 - 

(9)      The Purchaser hereby
  acknowledges that the Receiver has engaged and incurred costs with respect to
  certain re-grading work on the Leased Premises which may not be complete by the
  Closing Date which work is required to be completed by the City of Belleville
  and which work requirements are supported by a cash deposit posted in favour of
  the City of Belleville. For the avoidance of any doubt, the aforementioned cash
  deposit is an Excluded Asset. In the event that the foregoing work is not
  complete by the Closing Date, the Purchaser hereby agrees to provide the
  Receiver and its contractors continued access to the Leased Premises, at no
  costs, during regular business hours and upon 24 hours’ notice in order to
  complete the required re-grading work. Furthermore. The Receiver acknowledges
  and agrees that it shall remain solely responsible for any and all costs
relating to the re-grading work described in this Section 4.02(9) . 

ARTICLE 5 - CONDITIONS AND TERMINATION 

	5.01 	
      Conditions for the Benefit of the
  Purchaser



The sale by the Receiver and the purchase by the Purchaser of
the Purchased Assets is subject to the following conditions, which are for the
exclusive benefit of the Purchaser and which are to be performed or complied
with at or prior to the Time of Closing: 

	 	(a) 	
      the representations and warranties of the Receiver set
      forth in this Agreement will be true and correct in all material respects
      at the Time of Closing with the same force and effect as if made at and as
      of such time;

	 	 	 
	 	(b) 	
      the Receiver will have performed or complied in all
      material respects with all of the obligations and covenants of this
      Agreement to be performed or complied with by the Receiver at or prior to
      the Time of Closing;

	 	 	 
	 	(c) 	
      to the best of the Receiver’s knowledge, no action or
      proceeding in Canada will be pending by any third party to enjoin or
      prohibit the sale and purchase of the Purchased Assets;

	 	 	 
	 	(d) 	
      the MOECC ECA shall have been assigned and transferred to
      the Purchaser at the Time of Closing;

	 	 	 
	 	(e) 	
      the Land Lease shall have been assigned to the Purchaser
      or alternative arrangements satisfactory to the Purchaser shall been
      entered into with landlord at the Time of Closing; and

	 	 	 
	 	(f) 	
      the Approval and Vesting Order will have been granted by
      the Court and such order will not have been stayed, varied in any material
      respect, set aside or appealed (or any such appeal shall have been
      dismissed with no further appeal therefrom); and

	 	 	 
	 	(g) 	
      the Receiver will have paid or will have made
      arrangements, satisfactory to the Purchaser, acting reasonably, to pay all
      Cure Costs pursuant to Section 2.09(2).







- 19 - 

	5.02 	
      Conditions for the Benefit of the
  Receiver



The sale by the Receiver and the purchase by the Purchaser of
the Purchased Assets is subject to the following conditions, which are for the
exclusive benefit of the Receiver and which are to be performed or complied with
at or prior to the Time of Closing: 

	 	(a) 	
      the representations and warranties of the Purchaser set
      forth in this Agreement will be true and correct in all material respects
      at the Time of Closing with the same force and effect as if made at and as
      of such time;

	 	 	 
	 	(b) 	
      the Purchaser will have performed or complied in all
      material respects with all of the obligations and covenants of this
      Agreement to be performed or complied with by the Purchaser at or prior to
      the Time of Closing;

	 	 	 
	 	(c) 	
      no action or proceeding in Canada will be pending by any
      third party to enjoin or prohibit the purchase and sale of the Purchased
      Assets; and

	 	 	 
	 	(d) 	
      the Approval and Vesting Order will have been granted by
      the Court and such order will not have been stayed, varied in any material
      respect, set aside or appealed (or any such appeal shall have been
      dismissed with no further appeal therefrom).




	5.03 	
      Waiver of Condition



The Purchaser, in the case of a condition set out in Section
5.01, and the Receiver, in the case of a condition set out in Section 5.02
(other than Section 5.02(d)), will have the exclusive right to waive the
performance or compliance of such condition in whole or in part and on such
terms as may be agreed upon without prejudice to any of its rights in the event
of non-performance of or non-compliance with any other condition in whole or in
part. Any such waiver will not constitute a waiver of any other conditions in
favour of the waiving party. Such waiving party will retain the right to
complete the purchase and sale of the Purchased Assets herein contemplated. 

	5.04 	
      Termination



This Agreement may be terminated, by notice given prior to or
on the Closing Date: 

	 	(a) 	
      by the Receiver or the Purchaser if a material breach of
      any representation, warranty, covenant, obligation or other provision of
      this Agreement has been committed by the other party and such breach has
      not been waived or cured within five days following the date on which the
      non-breaching party notifies the other party of such breach;

	 	 	 
	 	(b) 	
      by the Purchaser if a condition in Section 5.01 becomes
      impossible to satisfy prior to August 31, 2017 or such later date as the
      parties may determine (the “Outside Date”) (other than through the
      failure of the Purchaser to comply with its obligations under this
      Agreement) and the Purchaser has not waived such
  condition;







- 20 - 

	 	(c) 	
      by the Receiver if a condition in Section 5.02 becomes
      impossible to satisfy prior to the Outside Date (other than through the
      failure of the Receiver to comply with its obligations under this
      Agreement) and the Receiver has not waived such condition;

	 	 	 
	 	(d) 	
      by the Receiver pursuant to Section 6.07(1)(a);

	 	 	 
	 	(e) 	
      by written agreement of the Purchaser and the
      Receiver;

	 	 	 
	 	(f) 	
      by the Receiver or the Purchaser if the completion of the
      sale of Purchased Assets herein contemplated has not occurred (other than
      through the failure of the party seeking termination to comply with its
      obligations under this Agreement) on or before the Outside
  Date.




	5.05 	
      Effect of Termination



Each party’s right of termination under Section 5.04 is in
addition to any other rights it may have under this Agreement or otherwise, and
the exercise of a right of termination will not be an election of remedies. If
this Agreement is terminated pursuant to Section 5.04, all further obligations
of the parties under this Agreement will terminate, except that the obligations
in Sections 2.10(2), 6.04, 8.03 and 8.04 will survive; provided, however,
that if this Agreement is terminated by a party because of a material breach of
a representation or warranty, covenant, obligation or other provision of this
Agreement by the other party or because one or more of the conditions to the
terminating party’s obligations under this Agreement is not satisfied as a
result of the other party’s failure to comply with its obligations under this
Agreement, the terminating party’s right to pursue all legal remedies with
respect to such breach will survive such termination unimpaired. 

ARTICLE 6 - CLOSING ARRANGEMENTS 

	6.01 	
      Closing



The sale and purchase of the Purchased Assets will be completed
at the Time of Closing at the offices of Aird & Berlis LLP, 181 Bay Street,
Suite 1800, PO Box 754, Toronto, Ontario M5J 2T9. 

	6.02 	
      Receiver’s Closing
Deliveries



On or before the Time of Closing, the Receiver will deliver or
cause to be delivered to the Purchaser the following: 

	 	(a) 	
      a certificate executed by the Receiver confirming that
      the representations and warranties of the Receiver in this Agreement are
      true and correct in all material respects as of the Time of Closing and
      that the obligations of the Receiver to be performed prior to the Time of
      Closing have been performed in all material respects;

	 	 	 
	 	(b) 	
      a copy of the issued and entered Approval and Vesting
      Order;







- 21 - 

	 	(c) 	
      evidence, satisfactory to the Purchaser, acting
      reasonably, of the payment of or arrangements to pay all Cure Costs as
      contemplated by Section 2.09(2);

	 	 	 
	 	(d) 	
      if available, the tax election as contemplated by Section
      2.05 executed by the Receiver;

	 	 	 
	 	(e) 	
      a bill of sale, duly executed by the Receiver, if
      necessary;

	 	 	 
	 	(f) 	
      the Assignment and Assumption Agreement executed by the
      Receiver; and

	 	 	 
	 	(g) 	
      such other documents or instruments as contemplated or
      required to be delivered by the Receiver pursuant to this Agreement, all
      of which shall be in form and substance satisfactory to the parties,
      acting reasonably.




	6.03 	
      Purchaser’s Closing
Deliveries



On or before the Time of Closing, the Purchaser will deliver or
cause to be delivered to the Receiver the following: 

	 	(a) 	
      payment of the Purchase Price to the Receiver as
      contemplated by Section 2.10(1);

	 	 	 
	 	(b) 	
      a certificate executed by a senior officer of the
      Purchaser confirming that the representations and warranties of the
      Purchaser in this Agreement are true and correct in all material respects
      as of the Time of Closing and that the obligations of the Purchaser to be
      performed prior to the Time of Closing have been performed in all material
      respects;

	 	 	 
	 	(c) 	
      if available, the tax election as contemplated by Section
      2.05 executed by the Purchaser;

	 	 	 
	 	(d) 	
      consent of the Landlord for the Assignment of the Land
      Lease;

	 	 	 
	 	(e) 	
      the Assignment and Assumption Agreement executed by the
      Purchaser; and

	 	 	 
	 	(f) 	
      such other documents or instruments as contemplated or
      required to be delivered by the Purchaser pursuant to this Agreement, all
      of which shall be in form and substance satisfactory to the parties,
      acting reasonably.




	6.04 	
      Confidentiality



Subject to the terms of the Non-Disclosure Agreement, both
prior to the Closing Date and, if the sale and purchase of the Purchased Assets
hereunder fails to occur for whatever reason thereafter, the Purchaser will not
disclose to anyone or use for its own or for any purpose other than the purpose
contemplated by this Agreement any confidential information concerning Astoria
or the operations obtained by the Purchaser pursuant hereto, and will hold all
such information in the strictest confidence and, if the sale and purchase of
the Purchased Assets hereunder fails to occur for whatever reason, will return
all documents, records and all other information or data relating to Astoria or to the operations
which the Purchaser obtained pursuant to this Agreement. 




- 22 - 

	6.05 	
      Delivery of Receiver’s
  Certificate



When the Receiver is satisfied that all conditions hereunder
have been satisfied or waived, and all documents to be delivered under the terms
hereof have been delivered at or before the Time of Closing, the Receiver will
deliver an executed copy of the Receiver’s Certificate to the Purchaser’s
counsel in escrow upon the sole condition of receipt by the Receiver of the
amounts referred to in Section 2.10(1) . All of the foregoing amounts
will then be paid by the Purchaser, by wire transfer of immediately available
funds to an account designated in writing by the Receiver for this purpose
pursuant to Section 2.10(1) hereof. Following written confirmation of receipt by
the Receiver of such funds (or such person directed by the Receiver to receive
such funds), the Receiver’s Certificate will be released from escrow to the
Purchaser. Upon such delivery, the closing will be deemed to have occurred at
the Time of Closing. The Receiver will file a copy of the Receiver’s Certificate
with the Court on the next Business Day following the Closing Date and provide
evidence of such filing to the Purchaser. 

	6.06 	
      Planning Act



This Agreement is subject to compliance with the Planning
Act (Ontario). The parties agree that compliance with the Planning Act
(Ontario) shall be the responsibility of the Purchaser at its costs. The
Receiver agrees to execute all documents reasonably requested by the Purchaser
in respect thereof. 

	6.07 	
      Risk of Loss



(1)      Until the Time of Closing,
the Purchased Assets will remain at the risk of the Receiver. If any destruction
or damage in excess of $250,000 occurs to the Purchased Assets on or before the
Time of Closing or if any or all of the Purchased Assets are
appropriated, expropriated or seized by governmental or other lawful authority
on or before the Time of Closing: 

	 	(a) 	
      the Receiver will forthwith give notice thereof to the
      Purchaser, and the Receiver shall have the right to terminate this
      Agreement prior to the Time of Closing and shall notify the Purchaser in a
      reasonable period of time whether it is exercising this right;
  and

	 	 	 
	 	(b) 	
      in the event the Receiver does not exercise its right of
      termination under Section 6.07(1)(a), the Purchaser will have the option,
      exercisable by notice to the Receiver on or before the Time of
    Closing:




	 	(i) 	
      to reduce the Purchase Price by an amount equal to the
      proceeds of insurance (and, if any such policy provided for a deductible
      amount, by an amount equal to such deductible amount) or compensation for
      destruction or damage or appropriation, expropriation or seizure and
      business interruption with respect thereto (in this Section 6.07 referred
      to as the “Proceeds”), and to complete the purchase;
  or







- 23 - 

	 	(ii) 	
      to complete the purchase without reduction of the
      Purchase Price, in which event all Proceeds will be payable to the
      Purchaser and all Claims of the Receiver to any such amounts not paid by
      the Closing Date will be assigned to the
Purchaser.



(2)      If the Purchaser elects to
reduce the Purchase Price pursuant to Section 6.07(1)(b)(i), the Receiver will
at the Time of Closing determine the amount of the reduction to the extent that
it is then determinable and will undertake to adjust such amount after the
Closing Date, if necessary. 

ARTICLE 7 - SURVIVAL 

	7.01 	
      Survival



No covenants, representations and warranties of each party
contained in this Agreement will survive the completion of the sale and purchase
of the Purchased Assets and assumption of the Assumed Liabilities hereunder,
except for the covenants that by their terms are to be satisfied or survive
after the Time of Closing (including without limitation Sections 2.07, 2.10(2),
4.02(3), 8.03, 8.04, and 8.15), which covenants will continue in full force and
effect in accordance with their terms. 

ARTICLE 8 - GENERAL 

	8.01 	
      Further Assurances



Each of the Receiver and the Purchaser will from time to time
at the request and expense of the other execute and deliver all such further
documents and instruments and do all acts and things as the other party may,
either before or after the Closing Date, reasonably require to effectively carry
out or better evidence or perfect the full intent and meaning of this Agreement.


	8.02 	
      Time of the Essence



Time is of the essence of this Agreement. 

	8.03 	
      Fees, Commissions and other Costs and
    Expenses



Each of the Receiver and the Purchaser shall be solely
responsible for their respective legal and accounting costs and expenses and any
real estate or other commissions incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and instruments
executed pursuant to this Agreement and any other costs and expenses whatsoever
and howsoever incurred and will indemnify and save harmless the other from and
against any Claim resulting from any broker’s, finder’s or placement fee or
commission alleged to have been incurred as a result of any action by it in
connection with the transactions under this Agreement. 

	8.04 	
      Public Announcements



Except as required by Applicable Law, no public announcement or
press release concerning the sale and purchase of the Purchased Assets may be
made by the Receiver or the Purchaser without the prior consent and joint
approval of the Receiver and the Purchaser. 




- 24 - 

	8.05 	
      Benefit of the Agreement



This Agreement will enure to the benefit of and be binding upon
the successors and permitted assigns of the parties. 

	8.06 	
      Entire Agreement



This Agreement (including the agreements contemplated hereby)
and the Non-Disclosure Agreement constitute the entire agreement between the
parties with respect to the subject matter hereof and such agreements cancel and
supersede any prior understandings and agreements between the parties with
respect thereto. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between
the parties other than as expressly set forth in this Agreement (including the
agreements contemplated hereby) or in the Non-Disclosure Agreement. 

	8.07 	
      Amendments and Waivers



No amendment to this Agreement will be valid or binding unless
set forth in writing and duly executed by both of the parties (and, in the case
of any amendment or modification to Section 8.18, the Parent). No waiver of any
breach of any provision of this Agreement will be effective or binding unless
made in writing and signed by the party purporting to give the same and, unless
otherwise provided, will be limited to the specific breach waived. 

	8.08 	
      Assignment



This Agreement may not be assigned by the Receiver or the
Purchaser without the written consent of the other provided that the Purchaser
may assign this Agreement without the consent of the Receiver to an Affiliate of
the Purchaser provided that: (i) such Affiliate enters into a written agreement
with the Receiver to be bound by the provisions of this Agreement in all
respects and to the same extent as the Purchaser is bound, (ii) that the
Purchaser will continue to be bound by all the obligations hereunder as if such
assignment had not occurred and perform such obligations to the extent that such
Affiliate fails to do so, and (iii) such assignment occur prior to the issuance
of the Approval and Vesting Order. 

	8.09 	
      Notices



Any demand, notice or other communication to be given in
connection with this Agreement must be given in writing and will be given by
personal delivery or by electronic means of communication addressed to the
recipient as follows: 

	 	To the Receiver: 
	 	  	  
	 	BDO Canada Limited 
	 	25 Main Street West, Suite 805 
	 	Hamilton, ON L8P 1H1 
	 	  	  
	 	Fax No.: 	905-570-0249 






- 25 - 

	 	Attention: 	Christopher Mazur 
	 	  	  
	 	Email: 	cmazur@bdo.ca 
	 	  	  
	 	Attention: 	Angelo Consoli 
	 	Email: 	aconsoli@bdo.ca 
	 	  	  
	 	With copies to (which will not
      constitute notice) 
	 	  	  
	 	Aird & Berlis LLP 
	 	181 Bay Street, Suite 1800 
	 	PO Box 754 	  
	 	Toronto, ON M5J 2T9 
	 	  	  
	 	Fax No: 	416-863-1515 
	 	  	  
	 	Attention: 	Steve Graff 
	 	Email: 	sgraff@airdberlis.com 
	 	  	  
	 	Attention: 	Kyle Plunkett 
	 	Email: 	kplunkett@airdberlis.com 
	 	  	  
	 	To the Purchaser or the Parent:

	 	  	  
	 	c/o SusGlobal Energy Belleville Ltd.
    
	 	200 Davenport Road 
	 	Toronto, Ontario M5R 1J2 
	 	  	  
	 	Fax No.: 	416-223-8507 
	 	  	  
	 	Attention: 	Gerald Hamaliuk 
	 	Email:
      ghamaliuk@susglobalenergy.com 
	 	  	  
	 	With copies to (which will not
      constitute notice) 
	 	  	  
	 	Chachula Environmental Law 
	 	Municipal Law Chambers 
	 	Royal Building, Suite 211 
	 	277 Lakeshore Road East 
	 	Oakville, Ontario L6J 1H9 
	 	  	  
	 	Attention: 	Andrew T.R. Chachula 
	 	Email: 	andrew@chachulalaw.com



or to such other street address, individual or electronic
communication number or address as may be designated by notice given by either
party to the other. Any demand, notice or other communication given by personal delivery will be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by
electronic communication, on the day of transmittal thereof if given during the
normal business hours of the recipient and on the Business Day during which such
normal business hours next occur if not given during such hours on any day. 




- 26 - 

	8.10 	
      Remedies Cumulative



The right and remedies of the parties under this Agreement are
cumulative and are in addition to, and not in substitution for, any other rights
and remedies available at law or in equity or otherwise. No single or partial
exercise by a party of any right or remedy precludes or otherwise affects the
exercise of any other right or remedy to which that party may be entitled. 

	8.11 	
      No Third Party
Beneficiaries



This Agreement is solely for the benefit of: 

	 	(a) 	
      the Receiver, and its successors and permitted assigns,
      with respect to the obligations of the Purchaser under this Agreement,
      and

	 	 	 
	 	(b) 	
      the Purchaser, and its successors and permitted assigns,
      with respect to the obligations of the Receiver under this
    Agreement,



and this Agreement will not be deemed to confer upon or give to
any other person any Claim or other right or remedy. 

	8.12 	
      Governing Law



This Agreement is governed by and will be construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. 

	8.13 	
      Attornment



For the purpose of all legal proceedings this Agreement will be
deemed to have been performed in the Province of Ontario and the courts of the
Province of Ontario will have jurisdiction to entertain any action arising under
this Agreement. The Receiver and the Purchaser each attorns to the jurisdiction
of the courts of the Province of Ontario. 

	8.14 	
      Severability



If any provision of this Agreement is determined by any court
of competent jurisdiction to be illegal or unenforceable, that provision will be
severed from this Agreement and the remaining provisions will continue in full
force and effect. 

	8.15 	
      No Registration of
Agreement



The Purchaser agrees that it will not register or cause or
permit to be registered this Agreement and that no reference to or notice of it
or any caution, certificate of pending litigation or other similar court process in respect thereof shall be registered on
title to the Lands and/or any part thereof. The Purchaser shall indemnify and
save the Receiver harmless from and against any and all Claims whatsoever
arising from or with respect to any such registration. This Section shall
survive the expiration and/or termination of this Agreement for any reason. 




- 27 - 

	8.16 	
      Counterparts



This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original and all of which taken together
will be deemed to constitute one and the same instrument. 

	8.17 	
      Electronic Execution



Delivery of an executed signature page to this Agreement by any
party by electronic transmission will be as effective as delivery of a manually
executed copy of this Agreement by such party. 

	8.18 	
      Parent Guarantee




	 	(a) 	
      The Parent is executing this Agreement to guarantee the
      performance of the Purchaser of its obligations hereunder and under any
      agreement executed pursuant to this Agreement. The Parent hereby
      guarantees unconditionally and as a primary obligation that the Purchaser
      shall perform all its obligations and assume and discharge all its
      liabilities contained in this Agreement and any agreement executed
      pursuant to this Agreement. No amendment, variation, alteration, waiver or
      extension to this Agreement or any agreement executed pursuant to this
      Agreement shall release this guarantee, whether or not the Parent received
      notice of the same and the Parent irrevocably and unconditionally waives
      all need for notice of the same.

	 	 	 
	 	(b) 	
      The Parent is a corporation duly incorporated, organized
      and existing under the laws of Canada.

	 	 	 
	 	(c) 	
      The Parent has the power, authority and right to enter
      into and deliver this Agreement and to carry out its obligations
      hereunder.

	 	 	 
	 	(d) 	
      This Agreement constitutes a valid and legally binding
      obligation of the Parent, enforceable against the Parent in accordance
      with its terms.

	 	 	 
	 	(e) 	
      The Parent has taken all necessary corporate action to
      authorize the entering into and performance by it of this Agreement and
      completion of the transactions contemplated herein and the entering into
      of this Agreement in completion of the transactions contemplated herein
      will not breach its constating documents, any agreement binding on the
      Parent, or Applicable Laws relating to the Parent.



[The balance of this page has been intentionally left blank]
















	EXHIBIT A 
	 
	Form of Approval and Vesting Order 
	 
	Court File No. CV-17-11760-00CL 
	 
	ONTARIO 
	SUPERIOR COURT OF JUSTICE 
	(COMMERCIAL LIST) 



	THE HONOURABLE JUSTICE 	) 	DAY, THE [ __ ] DAY OF 
	 	 	 
	  	) 	[ __ ], 2017 
	 	 	 
	  	) 	  



	BETWEEN: 
	 
	BUSINESS DEVELOPMENT BANK OF CANADA 
	 
	Applicant 
	 
	and 
	 
	ASTORIA ORGANIC MATTERS LTD. and 
	 
	ASTORIA ORGANIC MATTERS CANADA LP 
	 
	Respondent 
	 
	APPROVAL AND VESTING ORDER 


THIS MOTION, made by BDO
Canada Limited, in its capacity as Court appointed receiver (the
“Receiver”), for an order approving the sale transaction (the
“Transaction”) contemplated by an asset purchase agreement (the “Asset
Purchase Agreement”) between the Receiver, SusGlobal Energy
Belleville Ltd. (the “Purchaser”) and, for the purposes of Section 8.18
of the Asset Purchase Agreement, SusGlobal Energy Canada Corp. dated July 27,
2017, and vesting in the Purchaser Astoria Organic Matters Ltd. and Astoria
Organic Matters Canada LP (collectively “Astoria”) right, title, benefit
and interest in and to the assets described in the Asset Purchase Agreement (the
“Purchased Assets”), was heard this day at 330 University Avenue,
Toronto, Ontario. 

ON READING the Affidavit
of [ __ ] sworn [ __ ], 2017 and the [ __ ] Report of the Receiver dated [ __ ],
2017 (the “[ __ ] Report”), and on hearing the submissions of counsel for
the Receiver, the Applicant, and the Purchaser, and any such
other counsel as were present, no one appearing for any other person on the
service list, although properly served as appears from the affidavit of [ __ ]
sworn [ __ ], 2017 filed: 




- 31 - 

1.      THIS COURT ORDERS that
  unless otherwise defined herein or the context otherwise requires, capitalized
  terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Asset Purchase Agreement. 

2.      THIS COURT ORDERS AND
DECLARES that the Transaction is hereby approved, and the execution of the
Asset Purchase Agreement by the Receiver is hereby authorized and approved, with
such minor amendments as the Receiver may deem necessary. The Receiver is hereby
authorized and directed to take such additional steps and execute such
additional documents as may be necessary or desirable for the completion of the
Transaction and for the conveyance of the Purchased Assets to the Purchaser.


3.      THIS COURT ORDERS AND
DECLARES that upon the delivery of a Receiver’s certificate to the Purchaser
substantially in the form attached as Schedule A hereto (the
“Receiver’s Certificate”), all of Astoria’s right, title, benefit and
interest in and to the Purchased Assets described in the Asset Purchase
Agreement shall vest absolutely in the Purchaser, free and clear of and from any
and all security interests (whether contractual, statutory, or otherwise),
hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory,
or otherwise), liens, executions, levies, charges, or other financial or
monetary claims, whether or not they have attached or been perfected, registered
or filed and whether secured, unsecured or otherwise (collectively, the
“Claims”) including, without limiting the generality of the foregoing:
(i) any encumbrances or charges created by the Receivership Order dated February
24, 2017; (ii) all charges, security interests or claims evidenced by
registrations pursuant to the Personal Property Security Act (Ontario) or
any other personal property registry system; and (iii) those Claims listed on
Schedule B hereto (all of which are collectively referred to as
the “Encumbrances”, which term shall not include the permitted
encumbrances, easements and restrictive covenants listed on Schedule
C) and, for greater certainty, this Court orders that all of the
Encumbrances affecting or relating to the Purchased Assets are hereby expunged
and discharged as against the Purchased Assets. 




- 32 - 

4.      THIS COURT ORDERS that
for the purposes of determining the nature and priority of Claims, the net
proceeds from the sale of the Purchased Assets shall stand in the place and
stead of the Purchased Assets, and that from and after the delivery of the
Receiver’s Certificate all Claims and Encumbrances shall attach to the net
proceeds from the sale of the Purchased Assets with the same priority as they
had with respect to the Purchased Assets immediately prior to the sale, as if
the Purchased Assets had not been sold and remained in the possession or control
of the person having that possession or control immediately prior to the sale.


5.      THIS COURT ORDERS that,
pursuant to clause 7(3)(c) of the Canada Personal Information Protection and
Electronic Documents Act, the Receiver is authorized and permitted to
disclose and transfer to the Purchaser all human resources and payroll
information in the Company’s records pertaining to Astoria’s past and current
employees. 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 by Astoria. 

6.      THIS COURT ORDERS that,
notwithstanding: 

	 	(a) 	
      the pendency of these proceedings;

	 	 	 
	 	(b) 	
      any applications for a bankruptcy order now or hereafter
      issued pursuant to the Bankruptcy and Insolvency Act (Canada) in
      respect of Astoria and any bankruptcy order issued pursuant to any such
      applications; and

	 	 	 
	 	(c) 	
      any assignment in bankruptcy made in respect of
      Astoria;



the vesting of the Purchased Assets in the Purchaser pursuant
to this Order shall be binding on any trustee in bankruptcy that may be
appointed in respect of Astoria and shall not be void or voidable by creditors
of Astoria, nor shall it constitute nor be deemed to be a fraudulent preference,
assignment, fraudulent conveyance, transfer at undervalue, or other reviewable
transaction under the Bankruptcy and Insolvency Act (Canada) 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. 




- 33 - 

7.      THIS COURT ORDERS AND
DECLARES that the Transaction is exempt from Section 6(3) of the Retail
Sales Act (Ontario). 

8.      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. 

SEALING 

9.      THIS COURT ORDERS that
the Confidential Supplement to the First Report shall be sealed, kept
confidential and not form part of the public record, but shall be placed
separate and apart from all other contents of the Court file, in a sealed
envelope attached to a notice that sets out the title of these proceedings and a
statement that the contents are subject to a sealing order and shall only be
opened upon further order of the Court. 

____________________________________ 





	- 34 - 
	  
	 
	Schedule A – Form of Receiver’s Certificate 
	 
	Court File No. CV-17-11760-00CL 
	 
	ONTARIO 
	 
	SUPERIOR COURT OF JUSTICE 
	 
	(COMMERCIAL LIST) 



	THE HONOURABLE JUSTICE 	) 	DAY, THE [ __ ] DAY OF 
	 	 	 
	  	) 	[ __ ], 2017 
	 	 	 
	  	) 	  
	 	 	 
	BETWEEN: 	  	  



	BUSINESS DEVELOPMENT BANK OF CANADA 
	 
	Applicant 
	 
	and 
	 
	ASTORIA ORGANIC MATTERS LTD. and 
	 
	ASTORIA ORGANIC MATTERS CANADA LP 
	 
	Respondent 
	 
	RECEIVER’S CERTIFICATE 
	 
	RECITALS 


A.      Pursuant to an Order of the
Honourable Mr. Justice Hainey of the Ontario Superior Court of Justice (the
“Court”) dated April 13, 2017, BDO Canada Limited was appointed as
receiver (the “Receiver”) of the assets, undertakings and properties of
Astoria Organic Matter Ltd. and Astoria Organic Matters Canada LP (collectively
“Astoria”). 

B.      Pursuant to an Order of the
Court dated [ __ ], 2017, the Court approved the asset purchase agreement made
as of July 27, 2017 (the “Asset Purchase Agreement”) between the Receiver
and SusGlobal Energy Belleville Ltd. (the “Purchaser”) and, for the
purposes of Section 8.18 of the Asset Purchase Agreement, SusGlobal Energy
Canada Corp. and provided for the vesting in the Purchaser of Astoria’s right,
title and interest in and to the Purchased Assets, which vesting is to be
effective with respect to the Purchased Assets upon the delivery by the Receiver
to the Purchaser of a certificate confirming: (i) the payment by the Purchaser
of the Purchase Price for the Purchased Assets, (ii) that the
conditions to closing as set out in the Asset Purchase Agreement have been
satisfied or waived by the Receiver and the Purchaser, and (iii) the Transaction
has been completed to the satisfaction of the Receiver. 




- 35 - 

C.      Unless otherwise indicated
  herein, terms with initial capitals have the meanings set out in the Asset
Purchase Agreement. 

THE RECEIVER CERTIFIES the following: 

1.      The Purchaser has paid and the
Receiver has received the Purchase Price for the Purchased Assets payable on the
Closing Date pursuant to the Asset Purchase Agreement; 

2.      The conditions to closing as
set out in the Asset Purchase Agreement have been satisfied or waived by the
Receiver and the Purchaser, respectively; and 

3.      The Transaction has been
completed to the satisfaction of the Receiver. 

4.      This Certificate was delivered
by the Receiver at ________ [TIME] on ________ [DATE]. 


	BDO CANADA LIMITED, solely in its capacity
    
	as Court-appointed receiver of ASTORIA
  
	ORGANIC MATTERS LTD. and ASTORIA 
	ORGANIC MATTERS CANADA LP, and not 
	in any other capacity 
	  	 
	  	 
	Per: 	 
		Name: 
		Title: 







- 36 - 

Schedule B – Claims to be deleted and expunged from title to
Real Property 

1.      Instrument No. HT146335 

2.      Instrument No. HT182884 

3.      Instrument No. HT195881 

4.      Instrument No. HT201539 

5.      Instrument No. HT202307 

6.      Instrument No. HT202338 

7.      Instrument No. HT202939 

8.      Instrument No. HT203677 

9.      Instrument No. HT206797 




- 37 - 

Schedule C – Permitted Encumbrances, Easements and
Restrictive Covenants 
related to the Real Property 

(unaffected by the Vesting Order) 

1.      Instrument No. QR132067
registered on 1969/09/23 representing a By-Law 

2.      Instrument No. 21R4365
registered on 1979/02/01 representing a Plan Reference 

3.      Instrument No. 21R19513
registered on 2000/06/22 representing a Plan Reference 

4.      Instrument No. QR595068
registered on 2001/06/12 representing an Agreement (Site Plan) with the City of
Belleville 

5.      Instrument No. HT40030
registered on 2007/10/19 representing a Charge from 1684567 Ontario Inc. to Bank
of Montreal 

6.      Instrument No. HT64541
registered on 2009/04/08 representing a Charge from 1684567 Ontario Inc. to
Trenval Business Development Corporation 

7.      Instrument No. HT180711
registered on 2015/11/05 representing a Notice from The Corporation of the City
of Belleville in connection with instrument no. QR595068 

8.      Instrument No. HT182759
registered on 2015/12/18 representing a Notice of Lease from 1684567 Ontario
Inc. to Astoria Organic Matters Canada LP with an expiry date of 2034/12/31


9.      Instrument No. HT187838
registered on 2016/04/27 representing a Certificate of Requirement pursuant to
the Environmental Protection Act and the Ontario Water Resources Act from the
Ministry of Environment to 1684567 Ontario Inc. 




EXHIBIT B 

ASSIGNED CONTRACTS AND PERMITS 

1.      The Assumed Capital Leases.


2.      Any and all agreements or
arrangements, written or otherwise, with the following counterparties: 

	 	(a) 	
      Letter of Intent/Purchase Order between Manco Recycling
      Systems Inc. and Astoria Canada dated November 9, 2015;

	 	 	 
	 	(b) 	
      Letter of Intent/Purchase Order between Scaletta Group
      Inc. and Astoria Canada dated June 15, 2015;

	 	 	 
	 	(c) 	
      Letter of Intent/Purchase Order between Waste Management
      and Astoria Canada dated June 15, 2015;

	 	 	 
	 	(d) 	
      Letter of Intent/Purchase Order between OrgaPro Ltd. and
      Astoria Canada dated March 31, 2015;

	 	 	 
	 	(e) 	
      Letter of Intent/Purchase Order between Paragon Resource
      Management Inc. and Astoria Canada dated April 9, 2015; and

	 	 	 
	 	(f) 	
      Letter of Intent/Purchase Order between Third High Farms
      and Astoria Canada dated March 31, 2015.



3.      The Land Lease. 

4.      Amended Environmental
Compliance Approval Number 0031-7UTRSS issued to 1684567 Ontario Inc. and
Astoria Organic Matters Ltd. o/a Astoria Organic Matters Canada LP on August 7,
2015 for the approval of (i) waste disposal site, (ii) composting facility,
(iii) waste transfer station and material recovery facility, and (iv) outdoor
storage for leaf and yard waste. 

5.      Environmental Compliance
Approval Number 0565-9WXGBY issued to 1684567 Ontario Inc. and Astoria Organic
Matters Ltd. o/a Astoria Organic Matters Canada LP on August 7, 2015 for the
approval of (i) material recovery facility; (ii) fully enclosed tipping
building, (iii) enclosed up-flow biofilter, (iv) enclosed compost buildings,
(v) outdoor aerobic windrows, (vi) outdoor windrows, (vii) outdoor screening and
stockpiling, (viii) material storage area, and (ix) processing equipment. 




- 39 - 

6.      Environmental Compliance
  Approval Number 5515-9VEL3J issued to 1684567 Ontario Inc. and Astoria Organic
  Matters Ltd. o/a Astoria Organic Matters Canada LP on August 10, 2015 for the
approval of constructing a storm water management facility. 

7.      Environment Compliance
Approval Number 1876-A8RKAC issued to Astoria Organic Matters Ltd. o/a Astoria
Organic Canada LP on April 19, 2016 for the approval of a mobile grinding plant.


8.      Amendment to Environmental
Compliance Approval issued to 1684567 Ontario Inc. and Astoria Organic Matters
Ltd. on November 17, 2016 amending Environmental Compliance Approval Number
0031-7UTRSS issued on April 7, 2015, such amendment for the approval of the
inclusion of drywall and inert powders limited to clean gypsum and carbon
powders. 




EXHIBIT C 

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS AGREEMENT is made as of _________________, 2017 

BETWEEN 


	SUSGLOBAL ENERGY BELLEVILLE LTD., a corporation
  
	incorporated under the laws of Ontario (the
      “Purchaser”), 
	  
	-and- 
	  
	BDO CANADA LIMITED, solely in its capacity as
      court 
	appointed receiver of ASTORIA ORGANIC MATTERS LTD.
    
	and ASTORIA ORGANIC MATTERS CANADA LP and not
  
	in any other capacity 



WHEREAS the parties, and, for the purposes of Section
8.18 of the Asset Purchase Agreement (as hereinafter defined), SusGlobal Energy
Canada Corp. hereto have entered into an asset purchase agreement dated as of
July 27, 2017 (the “Asset Purchase Agreement”), pursuant to which
BDO Canada Limited, solely in its capacity as court appointed receiver of
Astoria Organic Matters Ltd. and Astoria Organic Matters Canada LP
(“Astoria”) and not in any other capacity (the “Receiver”), has
agreed to assign all of Astoria’s right, title, benefit and interest in and to
the Assigned Contracts to the Purchaser, and the Purchaser has agreed to assume,
perform and indemnify and hold harmless the Receiver and Astoria from the
Assumed Liabilities, upon the terms and conditions set forth therein; 

AND WHEREAS pursuant to Sections 6.02(f) and 6.03(e) of
the Asset Purchase Agreement, the Purchaser and the Receiver are required to
enter into and deliver this Agreement at the Time of Closing; 

NOW THEREFORE in conjunction with and in consideration
of the completion of the transactions to be effected at the Time of Closing as
contemplated by the Asset Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Receiver and the Purchaser agree as follows: 

ARTICLE 1 - INTERPRETATION 

	1.01 	
      Definitions



Unless otherwise defined herein or the context otherwise
requires, capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Asset Purchase Agreement. 




- 41 - 

	1.02 	
      Headings



The division of this Agreement into Articles and Sections and
the insertion of a table of contents and headings are for convenience of
reference only and do not affect the construction or interpretation of this
Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof.
Unless something in the subject matter or context is inconsistent therewith,
references herein to Articles, Sections and Schedules are to Articles and
Sections of, and Schedules to, this Agreement. 

	1.03 	
      Extended Meanings



In this Agreement words importing the singular number include
the plural and vice versa, words importing any gender include all genders and
words importing persons include individuals, corporations, limited and unlimited
liability companies, general and limited partnerships, associations, trusts,
unincorporated organizations, joint ventures and Governmental Authorities. The
term “including” means “including without limiting the generality of the
foregoing”. 

ARTICLE 2 – ASSIGNMENT AND ASSUMPTION 

	2.01 	
      Assignment by the Receiver



Upon and subject to the terms of the Asset Purchase Agreement,
effective at the Time of Closing, the Receiver hereby assigns and transfers to
the Purchaser all of Astoria’s right, title, benefit and interest under or in
respect of the Assigned Contracts. 

	2.02 	
      Assumption by the
Purchaser



Upon and subject to the terms of the Asset Purchase Agreement,
effective at the Time of Closing, the Purchaser hereby assumes and agrees to
fulfill, perform and discharge the Assumed Liabilities. 

	2.03 	
      Release by the Purchaser



The Purchaser hereby: (i) unconditionally and irrevocably fully
releases and discharges the Receiver and Astoria from any Claim which the
Purchaser may now or hereafter have against the Receiver or Astoria by reason of
any matter or thing arising out of, or resulting from, any of the Assumed
Liabilities, and (ii) agrees that the Purchaser will not make or take any Claim
with respect to any matter released and discharged in this Section 2.03 which
may result in any Claim against the Receiver or Astoria for contribution or
indemnity or other relief. 

	2.04 	
      Indemnity by the Purchaser



The Purchaser hereby indemnifies and saves harmless the
Receiver on its own behalf and as trustee for its Affiliates and its and their
current and former directors and officers, employees, agents, advisors, and
representatives (collectively, the “Indemnitees”) from and against all
Claims asserted against any of the Indemnitees in any way directly or indirectly
arising from, relating to or in connection with any of the Assumed Liabilities
from and after the Time of Closing. The Purchaser appoints the Receiver as the
trustee for the Indemnitees of the covenants of indemnification of the Purchaser with respect to such
Indemnitees specified in this Section 2.04 and the Receiver accepts such
appointment. 




- 42 - 

ARTICLE - GENERAL 

	3.01 	
      Further Assurances



The Receiver and the Purchaser will from time to time execute
and deliver all such further documents and instruments and do all acts and
things as any of the other parties may reasonably require to effectively carry
out or better evidence or perfect the full intent and meaning of this Agreement.


	3.02 	
      Time of the Essence



Time is of the essence of this Agreement. 

	3.03 	
      Benefit of the Agreement



This Agreement will enure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties. 

	3.04 	
      Amendments and Waivers



No amendment to this Agreement will be valid or binding unless
set forth in writing and duly executed by each of the parties. No waiver of any
breach of any provision of this Agreement will be effective or binding unless
made in writing and signed by the party purporting to give the same and, unless
otherwise provided, will be limited to the specific breach waived. 

	3.05 	
      Assignment



This Agreement may not be assigned by the Receiver or by the
Purchaser without the consent of: (i) in the case of an assignment by the
Receiver, the Purchaser; and (ii) in the case of an assignment by the Purchaser,
the Receiver. 

	3.06 	
      Notices



Any demand, notice or other communication to be given in
connection with this Agreement must be given in writing and in accordance with
Article 8.09 of the Asset Purchase Agreement. 

	3.07 	
      Governing Law



This Agreement is governed by and will be construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. 

	3.08 	
      Attornment



For the purpose of all legal proceedings this Agreement will be
deemed to have been performed in the Province of Ontario and the courts of the
Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. The Receiver
and the Purchaser each attorn to the jurisdiction of the courts of the Province
of Ontario. 




- 43 - 

	3.09 	
      Counterparts



This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original and all of which taken together
will be deemed to constitute one and the same instrument. 

	3.10 	
      Electronic Execution



Delivery of an executed signature page to this Agreement by any
party by electronic transmission will be as effective as delivery of a manually
executed copy of this Agreement by such party. 

	3.11 	
      Severability



If any provision of this Agreement is determined by any court
of competent jurisdiction to be illegal or unenforceable, that provision will be
severed from this Agreement and the remaining provisions will continue in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any of
the parties. 

[The balance of this page has been intentionally left blank]





- 44 - 

IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first above written. 


	SUSGLOBAL ENERGY BELLEVILLE LTD. 
	  	 
	Per: 	 
	  	 
	  	 
	Per: 	 
	  	 
	  	 
	  	 
	BDO CANADA LIMITED, solely in its 
	capacity as receiver of ASTORIA ORGANIC
  
	MATTERS LTD and. ASTORIA ORGANIC 
	MATTERS CANADA LP, and not in any other
  
	capacity 
	  	 
	Per: 	 







EXHIBIT D 

ASSUMED CAPITAL LEASES 

The Loan and Security Agreement #BAO9580A-003 between Astoria
Canada and ECN Financial Inc. dated December 23, 2016, as amended, solely in
respect of the following equipment: 

1.      2013 Liebherr Model A316LI
wheeled material handler with TCD 127hp capacity diesel engine, hydraulic
lifting cab, s/n 1041-63129; and 

2.      2013 RotoChopper model B66T
portable grinder, s/n 13-2632. 




EXHIBIT E 

EQUIPMENT 

1.      Maintenance shed with hand
tools, Dewalt portable air compressor, gas powered pumps, vacuums, straps,
heater, power washer etc. 

2.      2015 Bard Industries Ltd.
model DW 1000 fuel tank with 4550L capacity s/n A10347053 with small portable
fuel tank on skid. 

3.      Powered tarp winder with Deutz
model TD 2.9L4 diesel engine, with 74hp capacity, s/n 1174962. 

4.      (6) Gore cover system 8 meters
x 50 meters Gore-Tex tarps, with (6) ATV UG windrow control system. 

5.      2015 Active model Tuff Deck
100 ton truck scale with (2) digital read outs s/n 114832 10’ x 80’ deck. 

6.      Portable office trailer with
kitchen, office deck 14’ x 53’ with tandem axle. 

7.      Office contents consisting of
desks, chairs, computers, monitors, printers etc. 

8.      (4) MegaDome steel structures
with fabric buildings consisting of (2) 80’ x 420’ (1) 80’ x 200’ (1) 80’ x
117’. 

Solely for the purpose of the conveyance of the Purchased
Assets (including those specifically referenced in this paragraph), the
Purchaser will prepare an itemized supplemental list of all tools, small
equipment, electronic equipment and software licenses not specifically listed in
this Exhibit E, and which are not Excluded Assets, and the components of the
GORE composting control system (the “Supplemental Exhibit E”) as soon as
possible after the date of this Agreement, and the Purchaser will deliver the
Supplemental Exhibit E to the Receiver for its review and agreement. The
Supplemental Exhibit E as agreed to by the parties hereto shall be incorporated
by reference into this Exhibit E before the Closing Date. For the avoidance of
any doubt, the items listed in the Supplemental Exhibit E are being sold on “as
is, where is” basis in accordance with this Agreement. 




EXHIBIT F 

PERMITTED ENCUMBRANCES 

Security/Registrations in favour of Element Financial
Corporation solely in respect of the Assumed Capital Leases. 




EXHIBIT G 

OTHER EXCLUDED ASSETS 

	1. 	
      Capital Leases:




	 	a. 	
      2013 Liebherr model L550 wheel loaders with Liebherr
      model D934 diesel engine with 187hp capacity s/n 1287-034299.

	 	 	 
	 	b. 	
      2013 Liebherr model L550 wheel loaders with Leibherr
      model D934 diesel engine with 187hp capacity s/n 1287-034300.

	 	 	 
	 	c. 	
      2013 Komptech model Crambo 5000D duet shaft slow speed
      grinder s/n 167-281 with outfeed conveyor.

	 	 	 
	 	d. 	
      2009 Liebherr model R934C HDSL Litronic crawler excavator
      with Liebherr model D934, 7.0L diesel engine with 203hp capacity, s/n
      918-024595.

	 	 	 
	 	e. 	
      2014 McCloskey model 621 REWT 4x4 screener s/n 81753,
      with Cat model C6.6 Acert diesel engine with 175hp s/n 66621463.

	 	 	 
	 	f. 	
      2014 McCloskey model ST 100, 100’ radial stacker s/n
      82562 with Kabota diesel engine s/n CC2025

	 	 	 
	 	g. 	
      2013 Caterpillar model 246 skid steer s/n
      CAT0246CAJAY08918.







EXHIBIT H 

ALLOCATION OF PURCHASE PRICE 

[The Purchase Price allocation will be determined by the
Purchaser and the Receiver prior to the Closing Date]