THE HONOURABLE Mr. JUSTICE GANS

Court File No. CV-11-420734

ONTARIO

SUPERIOR COURT OF JUSTICE

) TUESDAY, THE6th

)

) DAY OF JUNE, 2017

Plaintiff

Defendant

Proceeding under the Class Proceedings Act, 1992

ORDER

THIS MOTION, made by the Plaintiff for an order approving the settlement of this action pursuant to subsection 29(2) of the Class Proceedings Act, 1992 was heard on June 61

2017 at 330 University Avenue, Toronto, Ontario.

WHEREAS this action was certified as a class proceeding pursuant to the order of Justice Horkins dated May 4, 2012, (the "Certification Order"),

AND WITHOUT ADMISSION OF LIABILITY on the part of the Defendant,

AND UPON HAVING REGARD for the steps required to oversee the implementation of the settlement pursuant to this court's supervisory jurisdiction pursuant to the Class Proceedings Act, 1992, and its inherent jurisdiction to control its own process, in order to ensure the settlement is administered in a fair and impartial manner,

AND UPON HEARING the consent of the Defendant, the submissions of counsel for the Plaintiff and Defendant, and from objectors present in the court room, and upon reading the

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materials filed, including written objections, the motion record of the Plaintiff and the factum of the Plaintiff,

THIS COURT ORDERS AND DECLARES that for the purposes of this order, the followingdefinitionsshallapply:

(a)"Court Approval Date" means the laterof:

(i)31 days after the date on which the Ontario Superior Court of Justice issuesthisOrder;and

(ii)thedispositionofanyappealsfromthisOrder;

(b)"Releasees" means Her Majesty the Queen in Right of Ontario and each of its employees, servants, agents, Ministers, members of the Executive Council under theExecutiveCouncilAct.,insurers,representativesandassigns;

(c)"'Class"or"ClassMembers"means::

(i)all persons who have attended or resided at the W. Ross MacDonald School, formerly the Ontario School for the Blind ("Ross MacDonald") from January 1, 1951 to May 4, 2012 and who were alive as of February 22, 2009 (the "Student Class");and

(ii)all spouses, children, grandchildren,parents, grandparents, and siblings of persons who attended or resided at Ross MacDonald School from March 31, 1978 to May 4, 2012, who were alive as of February 22, 2009 (the "Family Class").

(d)"Settlement Agreement" means the executed Settlement Agreement betweenthe partiesdatedApril2,2017,attachedasSchedule"A"tothisorder.

(e)"Settlement Fund" means the settlement fund established pursuant to the SettlementAgreement.

(f)"Notice of Fairness Hearing Order" means the order of this court datedApril

11, 2017.

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THIS COURT ORDERS AND DECLARES that the Settlement Agreement is fair, reasonable andinthebestinterestsofthePlaintiffandtheClassMembers.
THIS COURT ORDERS that the Settlement Agreement, which is expressly incorporated by reference into this Order, be and hereby is approved and shall be implemented in accordancewiththisOrderandfurtherordersofthisCourt.
THIS COURT ORDERS AND DECLARES that the claims of the Class Members and the Class as a whole, are dismissed and released against the Defendant in accordance with the Settlement Agreement.
THIS COURT ORDERS, ADJUDGES AND DECLARES that this Order, including the releases referred to in paragraph 4 above, and the Settlement Agreement are binding upon all ClassMembers,includingthosepersonswhoareunderadisability.

THIS COURT ORDERS AND DECLARES that without in any way affecting the finality of this Order, this Court reserves exclusive and continuing jurisdiction over this action, the Plaintiff, all of the Class Members and the Defendant for the limited purposes of implementing the Settlement Agreement and enforcing and administering the Settlement AgreementandthisOrder.
THIS COURT ORDERS AND ADJUDGES that, save as set out above, this action is dismissed without costs and with prejudice, and that such dismissal shall be a defence to any subsequentactioninrespectofthesubjectmatterhereof.

THIS COURT ORDERS that notice of the settlement of this action and the claims processshallbedistributedasfollows:

(a)ClassCounselshallprovidetotheClaimsAdministratoranyupdatedaddressesin their possession received since the distribution of notice pursuant to the Notice of Fairness Hearing Order. Such updated addresses shall be provided within seven

(7) days of the Court Approval Date(the "Updated Addresses");

(b)the Claims Administrator and class counsel shall, within fourteen (14) days of CourtApprovalDate:

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(i)post the notices, in substantially the same form as the notices attached hereto as Schedule "B" (the "Long Form Notice") and Schedule "C" (the "Short Form Notice") on their respective websites for this action, in readabletext;

(ii)post the Claim Form, in substantially the same form as the Claim Form attached hereto as Schedule "D" (the "Claim Form") on their respective websitesforthisaction,inreadabletext;

(iii)distribute the Long Form Notice and Claim Form as an automated response to any person sending an email totheClaimsAdministrator's emailforthisaction;

(iv)distribute the Audio Notice, attached hereto as Schedule "E" (the "Audio Notice") as an automated response to any person calling the toll-free numberforclasscounsel.

(c)theClaimsAdministratorshall,withinfourteen(14)daysofCourtApprovalDate:

(i)deliver the Short Form Notice, Long Form Notice and Claim Form by regular mail, to any person who was mailed the notice pursuant to the Notice of Fairness Hearing Order, which mail was not returned to sender orwhohadaninvalidaddress,andtoanyUpdatedAddresses;

(ii)distribute the Audio Notice by telephone voice-recording (a "Phone Blast") to any person who was sent the notice pursuant to the Notice of FairnessHearingOrder,whichphonenumberwasnotinvalidorincorrect, andtoanyUpdatedAddresses;

(iii)distribute the Long Form Notice by regular mail or email to the list of communityagenciesidentified pursuanttoparagraph8ofthecertification orderdatedMay4,2012.

(d)ClassCounselshall,withinfourteen(14)daysofCourtApprovalDate:

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(i)deliver the Long Form Notice and Claim Form to all the Provincial and TerritorialPublicGuardianandTrusteeoffices;

(ii)request that the Ross MacDonald Alumni Association distribute the Long Form Notice and Claim Form, although the Alumni Association is not bound by this order to distribute the Long Form Notice and Claim Form; and

(iii)provide the Long Form Notice and Claim Form to the Canadian Counsel for the Blind (CCB) and the Alliance for Equality of Blind Canadians (AEBC) and request that they post it on their websites, distribute it on any listservstheymaintainorotherwisedistributeitinamannerthatwillcome totheattentionofclassmembers,suchasviaPhoneBlast.

THIS COURT ORDERS the Long Form Notice attached as Schedule "B", or substantiallyinthesameformthereof,isherebyapproved.

THIS COURT ORDERS the Short Form Notice attached as Schedule "C", or substantiallyinthesameformthereof,isherebyapproved.

THISCOURTORDERStheClaimFormattachedasSchedule"D",orsubstantiallyin thesameformthereof,isherebyapproved.

THISCOURTORDERStheClaimFormattachedasSchedule"E",orsubstantiallyin thesameformthereof,isherebyapproved.

THIS COURT ORDERS that the notice stipulated at paragraph eight (8) of this order satisfies the requirements of the Class Proceedings Act, 1992 and shall constitute good and sufficient service upon class members of notice of this order and approval of the settlement of thisaction.

THIS COURT ORDERS that the legal fees, disbursements and taxes owing to Class Counsel shall be determined by further order of this Court and are to be paid out of the SettlementFund.

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THISCOURTORDERS thatthelevyandpaymentfordisbursementsplustaxesowing totheLawFoundationofOntarioshall bedeterminedbyfurtherorderofthisCourtandaretobe paidoutoftheSettlementFund.
THIS COURT ORDERS that Crawford Class Action Services shall be and hereby is appointedasClaimsAdministratorpursuanttotheSettlementAgreementandfeesandexpenses oftheClaimsAdministratorshallbepaidoutoftheSettlementFund.

THIS COURT ORDERS that the Plaintiff, Robert Seed, shall receive the sumof

$15,000asanhonorariumtobepaidoutoftheSettlementFund,shouldtherebesufficientfunds availableforsuchpaymentafterallpaymentstoeligibleclaimantshavebeenmade.

THIS COURT ORDERS that it may issue such further and ancillary orders, from time to time, as are necessary to implement and enforce the provisions of the Settlement Agreement and thisorder.

THISCOURTORDERSthatthePlaintiffandClaimsAdministratorshallreportbackto the court on the administration of the Settlement Agreement within 4 months of the Court Approval Date and every 6 months thereafter until the administration of the settlement agreement iscompleted.

Schedule A

Cotirt File No.: CV-11-420734

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

ROBERT SEED

Plaintiff

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HERMAJESTYTHEQUEENINRIGHTOFONTARIO

Proceeding under the Class Proceedings Act, 1992

SETTLEMENT AGREEMENT

Defendant

WHEREAS the Plaintiff brought this action under the Class Proceedings Act, 1992 for alleged negligence and breach of fiduciary duty in respect the Defendants' operation and

management of the w. Ross MacDonald School for the Blind and its predecessors("the

Action");

AND WHEREAS the common issues trial of this Action is scheduled to commence

April 3, 2017.

ANDWHEREAScounselforthepartiestothisSettlementAgreementhaveconducteda thorough analysis of the claims, and they have also taken into account the extensive burdens and expenseoflitigation,includingtherisksofgoingtoandcontinuingtrial;

ANDWHEREASinconsiderationofallofthecircumstancesandafterextensivearms' length negotiations, both directly and with the assistance a mediator, the parties, through this SettlementAgreement,seektoresolveallissuesinthethisAction;

AND WHEREAS after their investigation, the Plaintiff and Class Counsel have concluded that this Settlement Agreement provides substantial benefits to the Class Members and is fair, reasonable and in the best interests of the Class Members

AND WHEREAS the Student Class Members' visual impairments are to be accommodated in the delivery ofthe claims process and notice required under this Settlement

Agreement;

NOW THEREFORE the parties to this Settlement Agreement agree to settle the issues

in dispute in the Action the following terms and conditions:

Definitions

ThefollowingdefinitionsapplyinthisSettlementAgreement:

(a)"Action" means the action commenced in the Ontario Superior Court of Justice styledRobertSeedvHerMajestytheQueenintheRightofOntariobearingcourt file numberCV-11-420734.

(b)"AdministrationCosts''meansallcoststoadminister anddistributethe Settlement Fund including the costs and professional fees of the Claims Administrator and the costs ofimplementing the NoticePlan;

(c)"Approval Hearing" means the hearing at the Court to approve the Settlement of theAction;

(d)"Approval Order" means the order approving the Settlement of this Action and this Settlement Agreement.

(e)"Claim" means the claim made by a Claimant by filing a Claim Form with the Claims Administrator in accordance with the procedure in this Settlement Agreement;

(f)"Claim Form" means a written claim from a Student Class Member seeking compensationfromtheSettlementFund inaformtobeapprovedbytheCourt.

(g)"Claimant"meansaStudentClassMember(asdefinedbelow);

(h)"Claims Administrator" means a person or entity hired to administer the claims madepursuanttothisCompensationPlan.

(i)"Class Counsel" means Koskie MinskyLLP.

(j)"Class Member" means a StudentClassMemberandaFamilyClassMember.

(k)"CPF Levy" means theClass ProceedingsFund levy applicable to compensation payabletotheClassMemberspursuanttoO.Reg.771/92.

(l)"Compensation Plan" means the plan detailing how compensation to Class Membersshallbemade,attachedasSchedule"A"tothisSettlementAgreement;

(m)"Counsel Fee" means an amount awarded to Class Counsel as approved by the court,whichshallnotexceed33%oftheSettlementFundplusapplicabletaxes;

(n)"Court" means the Ontario Superior Court of Justice.

(o)"CourtApprovalDate"meansthelaterof:

(i)31 days after the date on which the Ontario Superior Court of Justice issues the Approval Order; and

(ii)ThedispositionofanyappealsfromtheApprovalOrder;

(p)"FamilyClassMember"means,asdefinedbythecertificationorderdatedMay4 2012andasinterpretedbytheorderofJusticeMcEwendatedMarch8,2017,all spouses, children, grandchildren, parents, grandparents and siblings of persons whoattendedattheSchoolfromMarch 31,1978toMay4,2012andwhowere alive as of February 22, 2009.

(q)"HMQO"meansHerMajestytheQueeninRightofOntario;

(r)"Mediator"meansRonaldSlaghtQ.C.,LencznerSlaghtRoyceSmithGriffin

LLP;

(s)"NoticeofApprovalofSettlement"meanstheCourtapprovednoticetotheClass MembersadvisingthattheCourthasapprovedtheSettlementandadvisingofthe claimsprocess.Wherenoticeisprovidedinwriting,itshallalsobeprovidedin Braille;

(t)"NoticeofSettlementApprovalHearing"meanstheCourtapprovednoticetothe ClassMembersadvisingthattheproposedSettlementwillbeconsideredbythe Court.Wherenoticeisprovidedinwriting,itshallalsobeprovidedinBraille;

(u)"Notice Plan"meanstheplancreatedbyagreementoftheparties.andapproved bytheCourttodisseminatetheNoticeofApprovalofSettlementandNoticeof Settlement Approval Hearing to the Class;

(v) "Releasees'' means HMQO and each of its employees, servants, agents, Ministers, members of the Executive Council under the Executive Council Act, insurers, representatives and assigns;

(w)

(x)

"School''meansW.RossMacDonaldSchoolfortheBlind,formerly knownas theOntario School for the Blind.

"Settlement" means this Settlement Agreement reached between the parties to resolve all issues in the Action as approved by the Court.

(y)"SettlementAgreement"meansthisagreement,asexecutedbythepartiesortheir

representatives, including the attached schedules;

(z)"Settlement Fund" means the $8 million HMQO has agreed to pay in full settlement of the Action, inclusive of claims, CPF Levy, Counsel Fee, disbursements, Administration Costs, Notice Plan costs, and all applicabletaxes.

(aa)"StudentClassMember"means,asdefinedbythecertificationorderdatedMay4, 2012 and as interpreted by the order of Justice McEwen dated March 8, 2017, all persons who attended or resided at the School from January 1, 1951 to May 4, 2012andwhowerealiveasofFebruary22,2009.

Settlement Fund

TheSettlementFundwillbeusedtopaytheClaims,AdministrationCosts,NoticePlan costs,CPFLevy,disbursements andCounsel.Feesandallapplicabletaxesinaccordancewith thisAgreementinfullandfinalsettlementoftheAction.HMQOshallpaytoClassCounselthe Counsel Fees, disbursements and applicable taxes as approved by the Court, either within fourteen (14) days of the Court Approval date or within fourteen (14) days of the Court's approval of Counsel Fees, Whichever is later. HMQO shall pay the Administration Costs and Notice Plan costs as they come due to implement the Settlement and the Compensation Plan. HMQOshallpayonechequetotheAdministratorfortheglobalcompensationtoallClaimants inaccordancewiththeCompensationPlanwhencalculatedanddeterminedandonechequefor theCPFLevywhencalculatedanddetermined.

The Settlement Fund shall accrue interest at therate of2% per annum, commencing on the Court Approval Date, fanning part of the Settlement Fund; to the date that HMQO delivers finalpaymentofthetotalclaimsamounttotheClaimsAdministrator.
TheClaimsAdministratorwillbemutuallyagreeduponandapprovedby theCourt.The Notice Plan will provide for joint Notice of the Settlement Approval Hearing for the Action, this joint notice will be mutually agreed upon and approved by the Court. In the event the Court approves the settlement of the Action the Notice Plan will provide for notice of the claims process. Any disputes relating to the design, content or dissemination of the Notice Plan shall be resolvedbytheCourt.TheSettlement Fundshallbepaidasfollows:

(a)First, to satisfy the Counsel Fees, Class Counsel's disbursements and applicable taxesintheamountapprovedbytheCourt;

(b)Second, to pay Administration Costs and the cost of dissemination of Noticeof

Settlement Approval Hearing and Notice of Settlement Approval;

(c)Third,topaytheCPFLevy;

(d)The remainder of the Settlement Fund will then be used to compensateClaimants

in accordance with the Compensation Plan.

Any amounts remaining in the Settlement Fund after all of the above payments have been made will be returned toHMQO.
HMQOconfirms thatthesettlementfundsreceivedbyindividualClassMembers willnot affect eligibility for, the amount, nature and/or duration of social assistance programs administered by or on behalfof HMQO, including, but not limited to, the Ontario Disability Support Program. HMQO shall also send a letter to the federal government and anyother

applicable provincial government to request their agreement that any social assistance benefits available to Class Members from those other governments will not be affected by any settlement funds received by individual Class Members. The letter shall be in the form attached as Schedule "B".

Communications

The parties, including counsel and representative plaintiff, agree that whencommenting

publicly on the Action or this Settlement Agreement, they shall:

(a)Inform the inquirer that the Action has been settled to the satisfaction ofall

parties;

(b)Inform the inquirer that it is the view of the parties that the settlement of the Actionisfair,reasonableandinthebestinterestsoftheClass;and

(c)Decline to comment in a manner that casts the conduct of any party in a negative lightorrevealsanythingsaidduringthesettlementnegotiations.

Any dispute over compliance with the agreement on communications may be referred to theMediatorforadetermination.

Court Approval

The parties agree to adjourn the common issues trial in the Action pending a

determination by the Court on whether to approve the Settlement.

It is understood and agreed that Court approval of this Settlement Agreement and Compensation Plan isrequired.
As soon as practical after execution of this Settlement Agreement, the parties shall immediately advise the Court, seek to schedule a motion to approve the Settlement and to seek court approval of the Notice Plan and timing of the dissemination of Notice of Settlement Approval Hearing. The parties shall move before Court with the greatest dispatch to have the SettlementapprovedbytheCourtattheearliestpossibleopportunity.
The parties agree to file motion materials, as necessary, with respect to the motion to approve the Settlement and counsel shall act reasonably and in good faith on the content of such motionmaterials.
Class Counsel shall bring a motion for court approval of their requested Counsel Fees and reimbursement of disbursements, and all applicable taxes, at the time of Settlement approval or shortly thereafter. The Defendant shall take no position on the quantum of fees sought by Class Counsel.

Releases

On the Court Approval Date, each Class Member, whether or not he or she submits a claim or otherwise receives compensation in accordance with the Compensation Plan, will be deemed by this Settlement Agreement to have completely and unconditionally released,remised

and forever discharged the Releasees of and from any and all actions, counterclaims, causes of action, claims, whether statutory or otherwise and demands for damages, indemnity, contribution, costs, interest, loss or harm of any nature and kind whatsoever, known or unknown, whether at law or in equity, and howsoever arising which they may heretofore have had, may now have or may hereafter have whether commenced or not in connection with all claims relating to the matters raised in the Action, including, without limitation, any and all claims relating to the operation and management of the School; except for any Claimant's entitlementto

be paid in respect of a Claim pursuant to the terms hereof.

On the Court Approval Date, each Class Member will be forever barred and enjoined from commencing, instituting or prosecuting any action, litigation, investigation or other proceeding in any Court of law or equity, arbitration, tribunal, proceeding, governmental forum, administrative forum or any other forum, directly, representatively, or derivatively, asserting againsttheReleaseesanyclaimsrelatingtothemattersraisedorwhich mighthavebeenraisedin the Action, including, without limitation, any and all claims relating to the operation and management of theSchool.
On the Court Approval Date, each Class Member will be forever barred and enjoined from commencing, instituting or prosecuting any action, litigation, investigation or other proceeding in any Court of law or equity, arbitration, tribunal, proceeding, governmental forum, administrative forum or any other forum, directly, representatively, or derivatively, against any person or entity that could or does result in a claim over against the Releasees or any of them for contribution, indemnity in common law, or equity, or under the provisions of the Negligence Act and the amendments thereto, or under any successor legislation thereto, or under the Rules of Civil Procedure, relating to the matters raised or which might have been raised in the Action, including,withoutlimitation,anyandallclaimsrelatingtotheoperationandmanagementofthe School. It is understood and agreed that if such Class Member commences such an action or takes such proceedings, and the Releasees or any of them, are added to such proceeding in any manner whatsoever, whether justified in law or not, such Class Member willimmediately

discontinue the proceedings and claims or otherwise narrow the proceedings and claims to exclude the several liability of the Releasees. This Agreement shall operate conclusively as an estoppel in the event of any claim, action, complaint or proceeding which might be brought in the future by such Class Member with respect to the matters covered herein. This Agreement