Form 27

[Rules 6.3 and

COURT FILE NUMBER 1901-04589 CLrkEiOURT

LED
COURT COURT OF QUEEN’S BENCH OF ALBER A
JUL 10 2lJ19
JUDICIAL CENTRE CALGARY JUDICIAL OENTRE
OF CALGARY
PLAINTIFF
ATB FINANCIAL, AS AGENT
DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL
OPERATING LTD., INNOVA GLOBAL
LIMITED PARTNERSHIP, 1938247
ALBERTA LTD., INNOVA GLOBAL
HOLDINGS LIMITED PARTNERSHIP,
SHELF COMPANY NO. 79S DE R.L. DE
C.V., SHELF COMPANY NO. 82S DE R.L.
DE CV., INNOVA GLOBAL INC., INNOVA
GLOBAL LLC, BRADEN MANUFACTURING,
L.L.C, INNOVA GLOBAL EUROPE B.V.,
GLOBAL POWER NETHERLANDS B.V.,
GLOBAL POWER PROFESSIONAL
SERVICES NETHERLANDS B.V., BRADEN
EUROPE B.V., INNOVA GLOBAL LIMITED,
and INNOVA GLOBAL AUSTRALIA PTY
LIMITED

DOCUMENT APPLICATION BY RECEIVER (APPROVAL

OF STALKING HORSE SALES)
ADDRESS FOR SERVICE AND Norton Rose Fuibright Canada LLP
CONTACT INFORMATION OF PARTY 3700, 400 3 Ave. SW
FILING THIS DOCUMENT Calgary AB T2P 4H2

Howard A. Gorman, Q.C. John Cassell

howard.gorman@nortonrosefulbright.com
John .cassell©nortonrosefulbright.com
Tel: +1 403.267.8222
Fax: +1 403.264.5973
File no.: 1001072237
NOTICE TO RESPONDENTS
This application is made against you. You are a respondent.
You have the right to state your side of this matter before the master/judge.

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

Date: July 15, 2019

Time: 3:00 P.M.
Where: Calgary Courts Center
Before Whom: The Honourable Madam Justice G. A. Campbell

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

Remedy claimed or sought:

1. PricewaterhouseCoopers Inc. LIT (PwC or the Receiver), in its capacity as Receiver of the
current and future assets, undertakings and properties of every nature and kind whatsoever, and
wherever situate, including all proceeds thereof (the Property) the parties listed at Schedule “A”
hereto (the Debtors) seeks an order in substantially the form attached hereto as Schedule “B”, which
among other things:

(a) deems service of the within application to be good and sufficient for all purposes upon
all persons entitled to service thereof, and where necessary abridges the time for
service to the time actually given;

(b) approves, authorizes, and ratifies a stalking horse sales transaction involving certain
assets of the Debtors located in Tulsa, Oklahoma (the Tulsa Transaction) on
substantially the terms of a stalking horse asset purchase agreement (the Tulsa APA)
between the Receiver and NXTNano, LLC (NXTNano);

(c) approves, authorizes, and ratifies a stalking horse sales transaction involving certain
assets of the Debtors located in Auburn, Massachusetts (the Auburn Transaction)
on substantially the terms of a stalking horse asset purchase agreement (the Auburn
APA) between the Receiver and Industrial Assets Corp. (Industrial Assets); and

(d) grants such further and other relief as counsel may advise and this Honourable Court
may permit.

Grounds for making this application:

2. On April 1, 2019, by order of the Honourable Justice B.E.C. Romaine of this Court, PwC was
appointed receiver of the Debtors (the Receivership Order).

3. The Receivership Order authorizes and directs the Receiver, among other things, to take
possession of and control over the Property, and grants the Receiver the authority to enter into
transactions to sell the Property without approval of this Court for transactions not exceeding $250,000
in value individually or $1,000,000 in aggregate.

4. Upon granting of the Receivership Order, the Receiver began taking possession and control of
the Property. The Property includes, among other things:

(a) specialized filter management equipment located at the Debtors’ headquarters in

Tulsa, Oklahoma (the Tulsa Assets): and

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 (b) steel fabrication equipment, raw inventory, vehicles, forklifts, and other equipment
located in Auburn, Massachusetts (the Auburn Assets).

5. The Receiver proposes to sell the Tulsa Assets pursuant to the stalking horse bid procedure
set forth in the Tulsa APA, pursuant to which the Tulsa Assets will be sold either to NXTNano, or to
such party that submits a qualifying offer in excess of the price for which NXTNano has agreed to
acquire the Tulsa Assets. The price obtained for the Tulsa Assets will exceed the threshold at which
this Court’s approval will be required.

6. The Receiver proposes to sell the Auburn Assets pursuant to the stalking horse bid procedure
set forth in the Auburn APA, pursuant to which the Auburn Assets will be sold either to Industrial
Assets, or to such party that submits a qualifying offer in excess of the price for which Industrial Assets
has agreed to acquire the Auburn Assets. The price obtained for the Auburn Assets will exceed the
threshold at which this Court’s approval will be required.

7. The transactions contemplated by the Tulsa APA and the Auburn APA are fair and
reasonable, as:

(a) the Tulsa Assets and the Auburn Assets have been marketed by the Receiver, and
any parties interested in acquiring the Tulsa Assets or the Auburn Assets were
provided with information regarding those assets, and time to inspect the assets in
accordance with the bid procedures;

(b) the stalking horse sales processes under the Tulsa APA and Auburn APA are well
defined, fair, and consistent with the relevant provisions of the US Bankruptcy Code;

(c) the number of potential purchasers of the Tulsa Assets or the Auburn Assets is limited
given the nature of those assets;

(d) the stalking horse bid procedures under the Tulsa APA and Auburn APA ensure that
appropriate value is being obtained by the Receiver; and

(e) the Receiver has provided oversight over the stalking horse sales procedures under
the Tulsa APA and the Auburn APA.

8. The Tulsa Assets and the Auburn Assets have been sufficiently marketed and the stalking
horse bid processes set forth in the Tulsa APA and the Auburn APA are transparent and fair.

Material or evidence to be relied on:

9. The Receivership Order.

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10. The First Report of the Receiver, filed.

11. Such further material or evidence as counsel may advise and this Honourable Court may
permit.

Applicable rules:
12. Rules 6.3(1) and 6.9 of the Alberta Rules of Court.

13. Such further and other Rules as counsel may advise.

Applicable Acts and regulations:

14. The Alberta Rules of Court.

15. Such further and other Acts and regulations as counsel may advise.

Any irregularity complained of or objection relied on:

16. None.

How the application is proposed to be heard or considered:

17. In person, on the date and time above noted, or so soon thereafter as counsel may advise and
this Honourable Court may permit.

AFFIDAVIT EVIDENCE IS REQUIRED IF YOU WISH TO OBJECT.

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

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 Schedule “A”

The “Debtors” as defined in the Receivership Order

Innova Global Ltd.

Innova Global Operating Ltd.

Innova Global Limited Partnership

1938247 Alberta Ltd.

Innova Global Holdings Limited Partnership

Innova Global Inc.

lnnova Global LLC

Braden Manufacturing, L.L. C.

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 Schedule “B”

Sale Approval Order

COURT FILE NUMBER 1901-04589 Clerk’s Stamp

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF
ATB FINANCIAL, AS AGENT
DEFENDANT INNOVA GLOBAL LTD., INNOVA GLOBAL
OPERATING LTD., INNOVA GLOBAL
LIMITED PARTNERSHIP, 1938247
ALBERTA LTD., INNOVA GLOBAL
HOLDINGS LIMITED PARTNERSHIP,
SHELF COMPANY NO. 79S DE R.L. DE
C.V., SHELF COMPANY NO. 82S DE R.L.
DE C.V., INNOVA GLOBAL INC., INNOVA
GLOBAL LLC, BRADEN MANUFACTURING,
L.L.C, INNOVA GLOBAL EUROPE By.,
GLOBAL POWER NETHERLANDS By.,
GLOBAL POWER PROFESSIONAL
SERVICES NETHERLANDS B.V., BRADEN
EUROPE B.V., INNOVA GLOBAL LIMITED,
and INNOVA GLOBAL AUSTRALIA PTY
LIMITED

DOCUMENT ORDER (APPROVAL OF STALKING

HORSE SALES)

ADDRESS FOR SERVICE AND Norton Rose Fulbright Canada LLP

CONTACT INFORMATION OF PARTY
FILING THIS DOCUMENT 3700, 400 3 Ave. SW

Calgary AB T2P 4H2

Howard A. Gorman, Q.C. I John Cassell

howard.gormannortonrosefuIbright.com

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 john.cassell©nortonrosefulbright.com

Tel: +1 403.267.8222

Fax: +1 403.264.5973

File no.: 1001072237

DATE ON WHICH ORDER WAS PRONOUNCED: July 15, 2019

LOCATION WHERE ORDER WAS PRONOUNCED: Calgary Courts Center

NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice G. A. Campbell

UPON THE APPLICATION by PricewaterhouseCoopers Inc., LIT (PwC, or the Receiver) in its
capacity as the Court-appointed receiver (the Receiver) of the current and future assets, undertakings
and properties of every nature and kind whatsoever, and wherever situate, including all proceeds
thereof of the parties listed at Schedule “A” hereto (hereafter, the Debtors) for an order approving (a)
the transaction contemplated by a stalking horse asset purchase agreement (the Tulsa APA) between
the Receiver and NXTNano, LLC (NXTNan0) in the form appended to the First Report of the Receiver
dated July 81h, 2019 (the First Report), at Appendix C, involving the assets described in the Tulsa
APA (the Tulsa Assets); and (b) the transaction contemplated by a stalking horse asset purchase
agreement (the Auburn APA) between the Receiver and Industrial Assets Corp. (Industrial Assets)
in the form appended to the First Report at Appendix D, involving the assets described in the Auburn
APA (the Auburn Assets)

AND UPON NOTING that the Receiver has concurrently applied to the United States Bankruptcy
Court for the Northern District of Oklahoma, in Case No. 19-10653-R (the Oklahoma Bankruptcy
Proceeding) for various relief including approval of the transactions contemplated by the Tulsa APA
and the Auburn APA, and the vesting of the Tulsa Assets and the Auburn Assets in the respective
ultimate purchasers thereof free and clear of liens and other interests (together, the US Vesting Order
Applications);

AND UPON HAVING READ the Receivership Order dated April 1, 2019 (the Receivership Order),
the application of the Receiver, filed, and the First Report, filed; AND UPON HEARING the
submissions of counsel for the Receiver, ATB Financial, and any other interested party appearing;

IT IS HEREBY ORDERED AND DECLARED THAT:

1. Service of notice of this application and supporting materials is hereby declared to be good
and sufficient, no other person is required to have been served with notice of this application,
and where required the time for service of this application is hereby abridged to the time
actually given.
2. Subject to the granting of the US Vesting Order Applications in the Oklahoma Bankruptcy
Proceeding, the Tulsa APA and the Auburn APA, and the stalking horse transactions
contemplated thereby (together, the Transactions) are hereby authorized, ratified, and
approved, and execution of and entry into each of the Tulsa APA and Auburn APA by the
Receiver is hereby authorized and approved, with such minor amendments as the Receiver

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 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
completion of the Transactions and conveyance of each of the Tulsa Assets and the Auburn
Assets to the respective purchasers thereof.
3. The Receiver, or any other interested party, shall be at liberty to apply for further advice,
assistance and direction as may be necessary in order to give full force and effect to the terms
of this Order and to assist and aid the parties in closing the Transactions, or otherwise to
effect the sale by the Receiver of the Tulsa Assets or the Auburn Assets as the case may be.
4. Service of this Order may be effected by facsimile, electronic mail, personal delivery or
courier, and shall be deemed good and sufficient by serving the same on the persons listed on
the service list in these proceedings, and any other parties attending or represented at the
application for this Order, and by posting a copy of this Order on the Receiver’s website at:
https://www. pwc.com/ca/en/services/insolvency-assignments/innovaglobal html, and service
.

on any other person is hereby dispensed with.

Justice of the Court of Queens Bench of Alberta

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