The Applicants' motion is for a Plan Sanction Order which, if granted, will, among other things:

a) sanction the Applicants' Amended Consolidated Plan of Compromise and Reorganization (the "Plan");
b) extend the stay of proceedings until the earlier of the Implementation Date (as defined in the Plan) or April 27, 2018;
c) declare that all of the claims based on allegations set forth in the Class Action Notice of Action filed in the United States District Court of the Southern District of New York by EMA Garp Fund, L.P. and Lawrence Lepard, Individually and Behalf of all Others Similarly Situated, as plaintiffs against Banro and John Clarke as defendants bearing Case No. 18-cv-01986 have been, are and will forever be compromised, released, discharged, cancelled and barred;
d) give effect to the releases in favour of the Banro Released Parties (including the Directors and Officers as well as the Third Party Released Parties, all as defined in and required by the Plan);
e) approve the Third Report of the Monitor; and
f) approve the Fourth Report of the Monitor.

In this motion, the Applicants seek the Court's approval of:
1. a Claims Procedure Order; and
2. a Meeting Order, which, if granted, will inter alia:
i. accept for filing the Applicants' Consolidated Plan of Compromise and Reorganization (the "Plan");
ii. establish two classes of creditors for the purpose of voting on the Plan;
iii. authorize the holding of creditors meetings to consider and vote on a resolution to approve the Plan;
iv. set a date for a hearing to sanction the Plan, if approved at the creditors meetings; and
v. approve the Second Report of the Monitor and the activities described therein.

Comeback Motion now returnable Thursday, January 18, 2018 at 10:00a.m. at the Ontario Superior Court of Justice.

Motion seeking an extension of the stay of proceedings up to March 30, 2018, priority of the CCAA charges over all Encumbrances, and approval of a sale and investment solicitation process.

On this Application, the Applicants seek inter alia the following relief:
a) a declaration that the CCAA applies to the Applicants;
b) a stay of proceedings in favour of the Applicants and certain non-applicant subsidiaries;
c) the appointment of FTI Consulting Canada Inc. as the monitor;
d) approval of DIP Financing and the establishment of a DIP Lenders' Charge;
e) authorization for the Applicants to comply with their obligations pursuant to a Support Agreement;
f) the establishment of a Directors' Charge; and
g) the establishment of an Administration Charge.

Factum of the Applicants in respect of a Motion for the Issuance of an Initial Order

Book of Authorities of the Applicants in respect of a Motion for the Issuance of an Initial Order

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79 Wellington Street West
Suite 2010, P.O. Box 104
Toronto, Ontario M5K 1G8

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