2024 QCCS 341, 2024 QCCS 341

Proposition de Cook It Recipes Inc. 2024 QCCS 341 Superior Court (Commercial Division) Canada Province of Québec District of Montréal No: 500-11-063474-247 Date: February 5, 2024 Presiding: The Honourable Michel A. Pinsonnault, J.S.C. In the matter of the notice of intention to make a proposal under the Bankruptcy and Insolvency Act , RSC 1985, c. B-3 of: Cook it Recipes Inc. Debtor and Raymond Chabot Inc. Trustee under the notice of intention to make a proposal and Fresh Prep Foods Inc.

The Registrar of the Register of Personal and Movable Real Rights (Québec) Mis-en-cause Approval, Vesting and Assignment Order HAVING READ the Application for the Issuance of an Approval, Vesting and Assignment Order and Ancillary Relief of Cook it Recipes Inc. (the “ Debtor ”) pursuant to the Bankruptcy and Insolvency Act , RSC 1985, c B-3 (the “ BIA ”) (the “ Application ”), the exhibits and the affidavit filed in support thereof and the Report of the Trustee dated January 29, 2024 ( P-10 ); GIVEN the notification of the Application; GIVEN the notice of intention to make a proposal filed by the Debtor with the official receiver on January 29, 2024 ( P-1 ); GIVEN the submissions of counsel and the testimony of the Trustee; GIVEN the provisions of the BIA , including its

section 65.13 ; GIVEN that under the present circumstances, it is appropriate to issue an order approving the transaction (the “ Transaction ”) contemplated by the agreement entitled Asset Purchase Agreement (the “ Purchase Agreement ”), by and between the Debtor, as seller, and Fresh Prep Foods Inc. (the “ Purchaser ”), as purchaser, a copy of which was filed as Exhibit P-5 to the Application, and vesting in the Purchaser all of the Debtor’s rights, title and interest in and to all of the Purchased Assets (as defined in the Purchase Agreement) and listed in

Schedule “ A ” hereto (the “ Purchased Assets ”). THE COURT: [1] GRANTS the Application. [2] DECLARES that all capitalized terms used but not otherwise defined in the present Order (this “ Order ”) shall have the meanings ascribed to them in the Purchase Agreement ( P-5 ).

Notification [3] ORDERS that any prior delay for the presentation of the Application is hereby abridged and validated so that the Application is properly returnable today and hereby dispenses with any further notification thereof. [4] PERMITS notification of this Order at any time and place and by any means whatsoever, including by email. [5] DECLARES that the parties to the Assigned Contracts (as defined at paragraph [11] of this Order) have received adequate notice of the Application.

Sale Approval [6] ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Purchase Agreement by the parties thereto is hereby authorized and approved, with such non-material alterations, changes, amendments, deletions or additions thereto as may be agreed to by the parties thereto, but only with the consent of the Trustee.

Authorization [7] ORDERS AND DECLARES that this Order shall constitute the only authorization required by the Trustee and the Debtor to proceed with the Transaction and that no other approval or authorization, including any board, shareholder or regulatory approval, if applicable, shall be required in connection therewith.

Execution of Documentation [8] AUTHORIZES the Trustee to perform all acts, sign all documents and take any necessary action to execute any agreement, contract, deed, provision, transaction or undertaking stipulated in the Purchase Agreement and any other ancillary document which could be required or useful to give full and complete effect thereto, as provided for in the Purchase Agreement.

Vesting of Purchased Assets [9] ORDERS AND DECLARES that upon the issuance of a Trustee’s certificate substantially in the form appended as

Schedule “ B ” hereto (the “ Certificate ”), all of the Debtor’s rights, title and interest in and to the Purchased Assets shall vest absolutely and exclusively in and with the Purchaser, free and clear of and from any and all rights, titles, benefits, priorities, claims (including claims provable in bankruptcy in the event that the Debtor should be adjudged bankrupt), liabilities (direct, indirect, absolute or contingent), obligations, interests, prior claims, security interests (whether contractual, statutory or otherwise), liens, right of retention, charges, hypothecs, mortgages, pledges, deemed trusts, assignments, judgments, executions, writs of seizure or execution, notices of execution, notices of sale, options, agreements, rights of distress, legal, equitable or contractual setoff, adverse claims, levies, taxes, disputes, debts, charges, options to purchase, rights of first refusal or other pre-emptive rights in favour of third parties, restrictions on transfer of title, or other claims or encumbrances, whether or not they have attached or been perfected, registered, published or filed and whether secured, unsecured or otherwise (collectively, the “ Encumbrances ”), including without limiting the generality of the foregoing all Encumbrances created by order of this Court and all charges or security evidenced by registration, publication or filing pursuant to the Civil Code of Québec , excluding, however, the permitted encumbrances listed in

Schedule “ C ” hereto (the “ Permitted Encumbrances ”) and, for greater certainty, ORDERS that all of the Encumbrances affecting or relating to the Purchased Assets, other than the Permitted Encumbrances, be cancelled and discharged as against the Purchased Assets, in each case effective as of the applicable time and date of the Certificate. Certificate

[10] ORDERS and DIRECTS the Trustee, upon receipt of (

i) payment in full of the Cash Purchase Price and of the Purchaser’s Certificate and (ii) confirmation by the Trustee that all applicable conditions under the Purchase Agreement have been satisfied and/or waived, to (

a) issue forthwith its Certificate to the Purchaser, at which time the Closing will be deemed to have occurred , (

b) file as soon as practicable a copy of the Certificate with the Court and (

c) provide a true copy of such filed certificate to the Purchaser . Assignment of Agreements [11] ORDERS AND DECLARES that upon the issuance of the Certificate, the rights, title, interest and obligations of the Debtor under the agreements listed in

Schedule “ D ” hereto (the “ Assigned Contracts ”) shall be automatically and irrevocably assigned to the Purchaser without any further consents or approval of this Court. [12] ORDERS that all monetary defaults, if any, of the Debtor in relation to the Assigned Contracts other than the Assigned Leases, other than the monetary defaults arising by reason only of the insolvency of the Debtor, the commencement of these proceedings or the failure to perform non-monetary obligations, listed in the column “Cure costs” at

Schedule “D” hereof with respect to such Assigned Contracts shall be remedied by the Purchaser on or before the issuance of the Certificate. [13] ORDERS that all monetary defaults, if any, of the Debtor in relation to each Assigned Lease, other than those arising by reason only of the insolvency of the Debtor, the commencement of these proceedings or the failure to perform non-monetary obligations, listed in the column “Cure costs” at

Schedule “D” hereof with respect to such Assigned Lease shall be paid to the counterparty to such Assigned Lease by the Trustee from the Cash Purchase Price within 30 days following

the date of the issuance of the Certificate. Any amounts equal to such monetary defaults shall be deducted by the Trustee from the Cash Purchase Price and the Trustee shall immediately apply such amount to pay to the counterparties to such Assigned Leases. [14] DECLARES that subject to the Purchaser’s obligations relating to the monetary defaults set forth in paragraphs 12 and 13, the counterparties to any Assigned Contracts have no right to claim or effect compensation between:

a) on the one hand, the amounts that are currently owing or which may become owing by such counterparties to the Debtor or the Purchaser, as the case may be, in connection with goods supplied or to be supplied under the Assigned Contracts by the Debtor or the Purchaser, as the case may be, as and from the date of the Certificate; and

b) on the other hand, any amounts owed, or allegedly owed, by the Debtor to such counterparties prior to the date of the Certificate, whether related or not to the Assigned Contracts; [15] ORDERS that any anti-assignment or consent-to- assignment provisions in any Assigned Contracts shall not restrict, limit, impair, prohibit or otherwise affect the assignment of the Assigned Contracts provided by this Order. [16] ORDERS that the Assigned Contracts shall be valid and binding and in full force and effect and enforceable by the Purchaser in accordance with their terms for the benefit of the Purchaser. [17] ORDERS and DIRECTS the Trustee to notify a copy of this Order to each of the counterparties to the Assigned Contracts in the same manner as such counterparty was notified of the Application. [18] AUTHORIZES the Vendor, Purchaser and the Trustee

to perform all acts, sign all documents and take any other action that could be required or useful to give full effect to the assignment of the Assigned Contracts to the Purchaser in accordance with this Order. Cancellation of Security Registrations [19] ORDERS the Quebec Personal and Movable Real Rights Registrar, upon presentation of the required form with a true copy of this Order and the Certificate, to proceed to a judicial reduction in respect of the Purchased Assets for the registrations listed in

Schedule “ E ” hereto in order to allow the transfer to the Purchaser of the Purchased Assets free and clear of such registrations. Purchase Price [20] ORDERS that the Cash Purchase Price shall be remitted to the Trustee and shall be distributed in accordance, first, with

Section 3.2 of the Purchase Agreement and, second, with the applicable legislation. [21] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the Cash Purchase Price net of the payments made in accordance with

Section 3.2 of the Purchase Agreement (the “ Net Proceeds ”) shall stand in the place and stead of the Purchased Assets, and that upon payment of the Cash Purchase Price by the Purchaser, all Encumbrances, except for the Permitted Encumbrances, shall attach to the Net Proceeds 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. Validity of the Transaction [22] ORDERS that notwithstanding (

i) the pendency of the proceedings;

(ii) any assignment in bankruptcy or any petition for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) (the “ BIA ”), and any order issued pursuant to any such petition; or (iii) the provisions of any federal or provincial legislation; the vesting of the Purchased Assets contemplated in this Order, as well as the execution of the Purchase Agreement pursuant to this Order, are to be binding on any trustee in bankruptcy or receiver that may be appointed, and shall not be void or voidable nor deemed to be a preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transactions under the BIA or any other applicable federal or provincial legislation, as against the Debtor, the Trustee or the Purchaser, and shall not constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

Protection of Personal Information [23] ORDERS that, pursuant to subsection 7(3)(

c) of the Canada Personal Information Protection and Electronic Documents Act or any similar provision of any applicable provincial legislation, the Trustee is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Debtor’s records pertaining to the Debtor’s past and current employees. 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 the Debtor.

Releases [24] ORDERS that effective upon the issuance of the Certificate, any director, officer, employee, legal counsel or advisor of the Debtor (the “ Released Parties ”) shall be deemed to be forever irrevocably released and discharged from any and all present and future claims whatsoever (including, without limitation, claims for contribution or indemnity), liabilities, indebtedness, demands, actions, causes of action, counterclaims,

suits, damages, judgments, executions, recoupments, debts, sums of money, expenses, accounts, liens, taxes, recoveries, and obligations of any nature or kind whatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity and whether based in statute or otherwise) in connection with the Sale Process, the Transaction and the initiation, administration and management of these proceedings (collectively, the “ Released Claims ”), which Released Claims are hereby fully, finally, irrevocably and forever waived, discharged, released, cancelled and barred as against the Released Parties and are extinguished, provided that nothing in this paragraph shall waive, discharge, release, cancel or bar any liability of the directors of the Debtor that is not permitted to be released pursuant to section 50(14) of the BIA.

General Provisions [25] DECLARES that this Order shall have full force and effect in all provinces and territories in Canada. [26] DECLARES that the Trustee or the Purchaser shall be authorized to apply as it may consider necessary or desirable, with or without notice, to any other court or administrative body, whether in Canada, the United States of America or elsewhere, for orders which aid and complement the Order and, without limitation to the foregoing, an order under

Chapter 15 of the U.S. Bankruptcy Code, for which the Trustee shall be the foreign representative of the Debtor. All courts and administrative bodies of all such jurisdictions are hereby respectfully requested to make such orders and to provide such assistance to the Trustee as may be deemed necessary or appropriate for that purpose. [27] REQUESTS the aid and recognition of any court or administrative body in any Province of Canada and any Canadian federal court or administrative body and any federal

or state court or administrative body in the United States of America and any court or administrative body elsewhere, to act in aid of and to be complementary to this Court in carrying out the terms of the Order. [28] ORDERS that Exhibit P-4 (Binding Offer dated January 18, 2024) and Exhibit P-8 (Audited financial statements for the fiscal year ended June 30, 2023) are confidential and filed under seal until further order of this Court. [29] ORDERS that the Purchase Agreement (Exhibit P-5 filed in support of the Application), is confidential and is filed under seal until further order of this Court, and that the version of the Purchase Agreement with the names of the employees at its

Schedule “E” redacted (Exhibit P-5A filed in support of the Application) is confidential and is filed under seal until the date of the filing of the Certificate into the Court record. [30] ORDERS the provisional execution of this Order notwithstanding appeal, and without the requirement to provide any security or provision for costs whatsoever. [31] THE WHOLE without legal costs. ________________________________ MICHEL A. PINSONNAULT, J.S.C. JP1736 Date of hearing : February 5, 2024

The Purchased Assets shall consist of all the Debtor’s rights, titles and interests in and to all assets, property and undertaking Related to the Business (with the exception of the Excluded Assets), including, but not limited to: 1.

The Debtor’s right, title and interest in all tangible assets related to the Business, including to the following machinery, equipment, furniture, fixtures, and vehicles: Location Description Ville St-Laurent 01 liquid machine (Pemberton) Ville St-Laurent 02 liquid machine (Pemberton) Ville St-Laurent 03 liquid machine (Pemberton) Ville St-Laurent 1063 COOK IT 29L COOK COOP Ville St-Laurent 2020 Ford Transit Connect Ville St-Laurent Analysis/calculation for the load capacity in the shelves at the warehouse Ville St-Laurent Breaker installation, microwave plug, freezer plugs, etc.

Ville St-Laurent Breaker installation, waterproof plugs, cabinets for thermostats, suspended plugs, etc.

Ville St-Laurent Chairs Ville St-Laurent Compressor Ville St-Laurent Cooler Ville St-Laurent Crown Battery Ville St-Laurent Damo Fence/Racking Protection Ville St-Laurent Dekka500-US Fully Automatic Case Form (Machine) Ville St-Laurent DEWALT compressor Ville St-Laurent Dishwasher Ville St-Laurent Electric installation for dishwasher Ville St-Laurent Electricity Ville St-Laurent Electricity installation for freezer upgrade Ville St-Laurent Electronic labeling (Danvation) Ville St-Laurent Equipment and freezer installation Ville St-Laurent Expert drilling Quebec Inc.

Ville St-Laurent FlexPipe Rack Ville St-Laurent Flow Wrapper printer (Aria Pack) Ville St-Laurent Formal box (carousel) Ville St-Laurent Freezer Ville St-Laurent Freezer Equipment and installation Ville St-Laurent Fresh 13 pallets @ $ 27.75 ch.

Ville St-Laurent Glacière pilot Ville St-Laurent Glacrier reclass invoice 119054 Ville St-Laurent Grain machine (Aria Pack) Ville St-Laurent Haworth Zody chairs Ville St-Laurent Hwaorthe Zody with orange seat/chairs Steelcase Think Conference Ville St-Laurent IDL Displays Ltd—Instachange Displays Limited Ville St-Laurent Installation New VSL (IT and Prod chamber for new printer) Ville St-Laurent Inv108406 Ville St-Laurent Invoice 1185—Grain machine Ville St-Laurent Liquid machine (Aria Pack) Ville St-Laurent Liquid/Powder Machine (Aria Pack) Ville St-Laurent Locksmith 514 LOCKSMITH Ville St-Laurent Nameplate Ville St-Laurent OPS -016 - Optimization Racking Entreot Ville St-Laurent OPS-011 Pick 2 Light Ville St-Laurent PackPro 01 (self—Bagger) Ville St-Laurent PackPro 02 (self—Bagger) Ville St-Laurent PackPro 03 (Autubagger)

Ville St-Laurent Panels Ville St-Laurent Permit for installations/repairs Ville St-Laurent Plumbing installation Ville St-Laurent Printer_zebra zt510 Ville St-Laurent ProGlove-Invoice INV108406 Ville St-Laurent Racking Costco Ville St-Laurent Refrigeration Ville St-Laurent Refrigerator (MF transaction) Ville St-Laurent Rotalec - Pick 2 Light Ville St-Laurent Stopping table (carousel) Ville St-Laurent Uline Racking Ville St-Laurent Wetag - Prints -ray inc. 2.

All of Debtor’s right, title and interest in and to the intangible property related to the Business, including: a. databases, Books and Records (including marketing collateral, images (including subject matter releases), advertisements, graphics, logos, artwork, communications, brand imagery, fonts, posters, flyers, promotional content, marketing banners, booths, tents, promotional gifts, etc.); b. financial information relating to the Business, including copies of Netsuite ERP database(s); c. all Metabase records and software licenses listed below: i. 1Password ii. Adobe iii. Aircall iv. Amazon v. Atlassian vi.

CDW vii. Cloudflare viii. Cloudinary ix. Digital Ocean x. Figma xi. Fivetran xii. Folks xiii. GitHub xiv. Google Workspace xv. Heroku xvi. Hubspot xvii. JetBrains xviii. MongoDB xix. PandaDoc xx. Slack xxi. Twilio SendGrid xxii. Voilà ! d. customer files related to the Business, including customer lists; e. all Salesforce and HubSpot customer records;

f. all recipes related to the Business (ready-to-cook and ready-to-eat). g. all Intellectual Property relating to the Business, included those listed hereafter, all goodwill relating thereto, all copyright in and to the content on the Debtor’s websites, and all copyright in recipe cards, photographs, documentation, and other copyright protected works owned by the Debtor and used in the Business; 1. Trademarks Trademark Status Owner 1. Cook it Registered App 19-SEP-2019 App 1985869 Reg 30-MAR-2022 Reg TMA1124335 Les Recettes Cook it inc 301-279 Rue Sherbrooke O Montréal QUÉBEC CANADA H2X1Y2 2.

Chef Cook It Registered App 14-MAR-2018 App 1888008 Reg 29-NOV-2019 Reg TMA1064674 Les Recettes Cook it inc 301-279 Rue Sherbrooke O Montréal QUÉBEC CANADA H2X1Y2 2. Trade Name Cook it 3. Domain Names www.chefcookit.com www.mealkitcomparison.com 4. Social Media Accounts Facebook—@chefcookit Instagram—@chefcookit Pinterest—@chefcookit LinkedIn—@cookitboutique Twitter/X—@chefcookit Tiktok—@chefcookit Youtube @Cookitboutique Spotify — [●] h. all social media accounts, marketing accounts and other online accounts, with usernames and passwords. 3. Goodwill related to the Business.

4. All Inventory. 5. All rights, title and interests in the Assigned Leases (including all deposits held by the landlords under the Assigned Leases), being the leases currently in effect that pertain to the operation of the business . 6. All rights and interests of the Debtor under the other Assigned Contracts. 7. All rights and interests under or pursuant to all warranties, representations and guarantees, express, implied or otherwise, of or made by suppliers or others in connection with the Purchased Assets or otherwise arising from the operation of the Business. 8.

All prepaid charges, deposits, sums and fees related to the Business or held in respect of the Purchased Assets, including the Customer Loyalty Programs and Deposits and cash deposits received by the Debtor pertaining to deliveries to occur after Closing. 9. All leasehold improvements relating to the premises subject to the Assigned Leases. Subject to the terms of the Purchase Agreement, the Purchased Assets shall not include the following undertakings, property and assets of the Debtor (the “ Excluded Assets ”): 1. Any assets not specifically included in the list of Purchased Assets, including the following. 2.

Any cash, cash equivalents, tax receivables, accounts or notes receivable held by the Debtor. 3. Any contracts or agreements not specifically assigned to the Purchaser. For further clarity, the following agreements are excluded: • SalesForce software license and contract, including the below: o Order form No. Q-04773834 dated July 15, 2021, entered into between Cook It Recipes Inc. and Salesforce.com Canada Corporation o Order form No. Q-05092489 dated November 30, 2021, entered into between Cook It Recipes Inc. and Salesforce.com Canada Corporation o Order form No.

Q-07161237 dated April 28, 2023, entered into between Cook It Recipes Inc. and Salesforce.com Canada Corporation o Order form No.

Q-07142430 dated April 28, 2023, entered into between Cook It Recipes Inc. and Salesforce.com Canada Corporation • Oracle NetSuite ERP contract dated December 3, 2021, entered into between Cook It Recipes Inc. and Oracle Canada ULC • Old Town Montréal Head Office lease o Lease agreement dated November 25, 2022, entered into between BrassCo Immobilier SEC, as lessor, and Les Recettes Cook It Inc., as lessee, in respect of the premises at 366-368 rue Notre Dame Ouest, Montréal, Québec, suite 200. 4. Any insurance policies relating to the Business and proceeds thereof. 5.

Any equity interest, instruments and assets related to the “Menu Extra” business. All capitalized terms used in this

Schedule A to the Approval, Assignment and Vesting Order shall have the following meanings: ( 1 ) “ Applicable Laws ” means, with respect to any Person, property, transaction, event or other matter, any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, Governmental Order or other requirement having the force of law (collectively, “ Law ”), in each case relating or applicable to such Person, property, transaction, event or other matter, and also includes, where appropriate, any

interpretation of Law (or any part thereof) by any Person having jurisdiction over it or charged with its administration or

interpretation. ( 2 ) “ Assigned Contracts ” means the agreements and Assigned Leases to which the Debtor is a party and/or is entitled as listed in

Schedule D . ( 3 ) “ Assigned Leases ” means the real property leases set forth in

Schedule D. ( 4 ) “ Assumed Liabilities ” means (

i) the Customer Loyalty Programs and Deposits, (ii) all obligations and liabilities in respect of the Assigned Contracts due or accruing due in respect of a period after the Closing Date, (iii) the Pre-Closing Assumed Employee Liabilities, (iv) all liabilities and obligations relating to the Retained Employees due or accruing due in respect of a period after the Closing Date, and (

v) all obligations under Applicable Law after the Closing with respect to the storage and retention of personal, financial or other records in respect of or included as the Purchased Assets .

( 5 ) “ Books and Records ” means (

i) all books, records, files, papers, books of accounts and other financial data related to the Purchased Assets, the Business or the Assumed Liabilities, including internal all documentation, records and databases related to the recipes and processes, standard operating procedures, training material, maintenance records including equipment master list, work order database and maintenance and equipment history contained in what is commonly known as a computer-based maintenance management system, technical reports and environmental studies and reports, manuals and data, sales and advertising materials, marketing materials (whether in print or digital form), sales and purchase data, trade association files, research and development records, lists of present and former customers and suppliers, personnel, employment and other records related to the Retained Employees, list and contact information of affiliates and influencers, permits, licences and authorizations, application, renewal and reinstatement documentation, employee manuals, employee records and files (to the extent permitted by Applicable Laws) and correspondence with respect thereto, except to the extent relating to the Excluded Assets. ( 6 ) “ Business ” means the sale, preparation and delivery of meal kits and ready-to-eat meals by way of its e-commerce website to its customers in Québec and Ontario produced at its two main facilities; namely, its 34,000 square foot meal kit factory in Ville Saint- Laurent and its 9,000 square foot ready-to-eat factory in Longueuil. ( 7 ) “ Cash Purchase Price ” means the consideration payable by the Purchaser to the Debtor for the Debtor’s right, title and interest in and to the Purchased Assets. ( 8 ) “ Closing ” means the completion of the purchase and sale of the Debtor’s right, title and interest in and to the Purchased Assets and the assignment and assumption of the Assumed Liabilities by the Purchaser in accordance with the Purchase Agreement and this Order as same will be confirmed by the Certificate. ( 9 ) “ Closing Date ” means the date of the Certificate. ( 10 ) “ Customer Loyalty Programs and Deposits ” means all customer deposits, prepayments, gift cards, credits, reward programs, Ioyalty programs and any similar programs of the Business offered by the Debtor as of Closing. ( 11 ) “ Employees ” means all employees (whether on a full-time or part-time basis, whether unionized or non-unionized, including all individuals who are on an approved and unexpired leave of absence, all individuals who have been placed on temporary lay-off that has not expired, and all individuals who have recall rights that have not expired under any collective bargaining agreement) of the Debtor whose employment relates wholly to the Business. ( 12 ) “ Governmental Authority ” means any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise); any agency, authority, ministry, department, regulatory body, court, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi- judicial, administrative or similar functions; and any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange, securities regulatory authority or professional association. ( 13 ) “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. ( 14 ) “ Intellectual Property ” means all domestic and foreign, registered and unregistered: (

i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (

v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and worldwide web addresses, social media account names, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs; and (viii) any other intellectual property and industrial property and all rights therein and thereto. ( 15 ) “ Inventory ” means all inventories of stock-in-trade and merchandise, including raw materials, packaging, supplies, work-in- progress, finished goods and purchased finished goods related to the Business (including those in possession of suppliers, customers and other third parties). ( 16 ) “ Law ” has the meaning set out in the definition of “ Applicable Laws ”. ( 17 ) “ Liability ” or “ Liabilities ” means, with respect to any Person, any liability, debt, dues, guarantee, surety, indemnity obligation or other obligation of such Person of any kind, character or description, whether legal, beneficial or equitable, known or unknown, present or future, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due or accruing due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

( 18 ) “Person ” is to be broadly interpreted and includes an individual, a corporation, a legal person, a partnership, a firm, a joint venture, a syndicate, an association, a trust, a trustee, a limited liability company, an unincorporated organization, a Governmental Authority or any other form of entity or organization, and the executors, administrators or other legal representatives of an individual in such capacity. ( 19 ) “Pre-Closing Assumed Employee Liabilities” means any Liabilities relating to the Employees for the period prior to the Closing Date, including payments of benefits, accrued vacation, pension, wages, bonuses, severance, change of control payments or any other obligations not assumed by the Purchaser, with the exception of any accrued vacation as of the Closing Date in respect of the Retained Employees. ( 20 ) “Pre-Closing Excluded Employee Liabilities” means the unpaid salary, accrued vacation or other wage entitlement (excluding any termination or severance pay) in respect of any Employees accrued as of Closing and unpaid salary or wage entitlement of Retained Employees accrued as of Closing (excluding the Pre-Closing Assumed Employee Liabilities). ( 21 ) “ Retained Employees ” means the Employees listed in

Schedule E of the Purchase Agreement, as the same may be amended by the Purchaser. Superior Court (Commercial Division) Canada Province of Québec District of Montréal No: 500-11-063474-247 Date: ●, 2024 In the matter of the Bankruptcy and Insolvency Act , RSC 1985, c. B-3 of: Cook it Recipes Inc. Debtor and Raymond Chabot Inc. Trustee and Register of personal and movable real rights Fresh Prep Foods Inc.

Mises-en-cause Certificate CONSIDERING the notice of intention to make a proposal filed by the Debtor with the official receiver on January 29, 2024, commencing proceedings pursuant to the Bankruptcy and Insolvency Act , RSC 1985, c. B-3 (the “ BIA ”). CONSIDERING that on February 5, 2024, the Québec Superior Court (Commercial Division) in the District of Montréal (the “ Court ”) in Court file no. 500-11-063474-247 rendered an Approval, Vesting and Assignment Order (the “ Approval and Vesting Order ”) authorizing and approving the transaction(

s) contemplated by the agreement entitled Asset Purchase Agreement (the “ Purchase Agreement ”) dated January 28, 2024, by and between the Debtor, as seller, and Fresh Prep Foods Inc. (the “ Purchaser ”), as purchaser, with a view, inter alia , to vest in and to the Purchaser, all of the Debtor’s rights, title and interest in and to the Purchased Assets (as defined in the Purchase Agreement).

CONSIDERING that the Approval and Vesting Order provides for the vesting of all of the Debtor’s rights, title and interest in and to the Purchased Assets in the Purchaser, in accordance with the terms of the Approval and Vesting Order and upon the issuance of a closing certificate (the “ Certificate ”) issued by the Trustee confirming that all applicable conditions under the Purchase Agreement have been satisfied and/or waived.

CONSIDERING that the Approval and Vesting Order orders and directs the Trustee, upon receipt of (

i) payment in full of the Cash Purchase Price and of the Purchaser’s Certificate and (ii) confirmation by the Trustee that all applicable conditions under the Purchase Agreement have been satisfied and/or waived, to (

a) issue forthwith its Certificate to the Purchaser, at which time the Closing will be deemed to have occurred , (

b) file as soon as practicable a copy of the Certificate with the Court and (

c) provide a true copy of such filed certificate to the Purchaser . THEREFORE, THE TRUSTEE CERTIFIES THE FOLLOWING: 1. The Trustee has received (

i) payment in full of the Cash Purchase Price and of the Purchaser’s Certificate and (ii) confirmation by the Debtor that all applicable conditions under the Purchase Agreement have been satisfied and/or waived . THIS CERTIFICATE was issued by the Trustee at ● on ●, 2024. Raymond Chabot Inc. , in its capacity as Trustee under the notice of intention to make a proposal, and not in its personal capacity 1.

Rights of ownership of the Lessor (Leasing agreement) by Les Recettes COOK IT Inc. in favour of NL LP (CWB National Leasing Inc.), registered at the RPMRR on July 4, 2018, at 9:47 a.m. under registration number 18​0720894​0004. • Encumbrance in regard to the Leasing agreement dated July 18, 2022, entered into between CWB National Leasing Inc., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a “2019 Hino 195 Camion avec Fourgon Transit 2018 and Compresseur 2018 et composantes annexes (2AYSDM2HK1003110). 2. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Équipements G.N.

Johnston Ltée, registered at the RPMRR on October 1, 2020, at 9:54 a.m. under registration number 20​1007761​0010. • Encumbrance in regard to the Lease Agreement dated September 11, 2020, entered into between G.N. Johnston Équipement Co. Ltd., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a ‘Raymond Model 4450 C35TT 88 201″. 3.

Reservation of ownership and assignment of the reservation by Les Recettes COOK IT Inc. in favour of Desjardins Ford Ltée (assigned to Ford Auto Securitization Trust), registered at the RPMRR on December 18, 2020, at 10:40 a.m. under registration number 20​1324503​0002. • Encumbrance in regard to the “2020 Ford Transit Connect”. 4.

Rights of ownership of the Lessor (Leasing agreement) by Les Recettes COOK IT Inc. in favour of LBC Leasing Limited Partnership (LBEL Inc.), registered at the RPMRR on February 23, 2021, at 9:00 a.m. under registration number 21​0154098​0001. • Encumbrance in regard to the Leasing Agreement dated January 5, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-1). 5.

Rights of ownership of the Lessor (Leasing agreement) by Les Recettes COOK IT Inc. in favour of LBEL INC., registered at the RPMRR on November 1, 2021, at 9:00 a.m. under registration number 21​1175856​0001 . • Encumbrance in regard to the Leasing Agreement dated August 18, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-3). 6.

Rights of ownership of the Lessor (Leasing agreement) by Les Recettes COOK IT Inc. in favour of LBEL INC., registered at the RPMRR on December 6, 2021, at 9:00 a.m. under registration number 21​1320018​0001. • Encumbrance in regard to the Leasing Agreement dated July 7, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-2). 7.

Rights of ownership of the Lessor (Leasing agreement) by Les Recettes COOK IT Inc. in favour of De Lage Landen Financial Services Canada Inc., registered at the RPMRR on April 29, 2022, at 11:01 a.m. under registration number 22​0457805​0008. • Encumbrance in regard to the Equipment Leasing Agreement dated April 28, 2022, entered into between De Lage Landen Financial Services Canada Inc., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a 2011 CROWN RR5725-45 FORKLIFT s/n 1A372218 WITH ATTACHMENTS AND ACCESSORIES)’. 8.

Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on January 4, 2023, at 9:00 a.m. under registration number 22​1432095​0004. • Encumbrance in regard to the ‘Xerox Speaker’ which is included as Assigned Contract. 9. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on March 9, 2020, at 9:00 a.m. under registration number 20​0238358​0008.

Assigned Leases Counterparty Description Cure costs ($) Cominar Real Estate Investment Trust Lease agreement dated December 6, 2019, between Cominar Real Estate Investment Trust, as lessor, and Locaal Inc., as lessee, in respect of the premises at 601-631 rue Bériault, Longueuil, Québec, as assigned to the Seller. 12,846.95 Sun Life Assurance Company of Canada Assignment agreement dated November 26, 2019, between Metro Québec Immobilier Inc., as assignor, Cook It Recipes Inc., as assignee, and Sun Life Assurance Company of Canada, as landlord, for the assignment of the head lease agreement dated February 24, 2015, between Sun Life Assurance Company of Canada and General Insulation Company, in respect of the premises at 4220 Griffith Street, Montréal, Québec H4T 4L6 Nil Agreements for Purchased Equipment and Other Leases Counterparty Description Equipment (if applicable) Cure costs ($) Equipment Xerox Canada ltée Leasing agreement signed on 11/30/2022 for Versant 180 Press Xerox | Speaker Nil Xerox Canada ltée Leasing agreement signed on 04/07/2020 for Xerox Triumph Cutter Xerox Triumph Nil Xerox Canada ltée Leasing agreement signed on 11/30/2022 for Xerox EC 70 Xerox EC 70 Nil Xerox Canada ltée Leasing agreement signed on 11/30/2022 for Xerox EFI 280 Xerox EFI 280 Nil Sogestek Leasing agreement signed on 04/28/2020 automatically renewed for same period.

Presse Verticale de la marque Inustek SOGESTEK vertical press

(2) Nil CWB National Leasing Inc. Leasing agreement dated July 18, 2022, entered into between CWB National Leasing Inc., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a ‘2019 Hino 195 Camion avec Fourgon Transit 2018 and Compresseur 2018 et composantes annexes (2AYSDM2HK1003110)’. Truck—Hino Nil G.N. Johnston Équipement Co. Ltd. Lease Agreement dated September 11, 2020, entered into between G.N. Johnston Équipement Co. Ltd., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a ‘Raymond Model 4450 C35TT 88 201 ″ . LIFT 4450 Nil

De Lage Landen Financial Services Canada Inc/DLL financial partner Equipment Leasing Agreement dated April 28, 2022, entered into between De Lage Landen Financial Services Canada Inc., as lessor, and Les Recettes Cook It Inc., as lessee, regarding a 2011 CROWN RR5725-45 FORKLIFT s/n 1A372218 WITH ATTACHMENTS AND ACCESSORIES)”.

Crown LIFT LGL Nil De Lage Landen Financial Services Canada Inc/DLL financial partner Lease Agreement dated October 19, 2021 for 2021 CROWN WP3035-45 TRANSPALETTE ELECTRIQUE n/s 7A360966 AVEC LES ATTACHEMENTS ET ACCESSOIRES et 2021 CROWN WP3035-45 TRANSPALETTE ELECTRIQUE n/s 7A360967 AVEC LES ATTACHEMENTS ET ACCESSOIRES Transpalette Crown Nil Lenovo Financial Services Leasing Agreement dated January 5, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-1). 50x Lenovo TB 15 G2 I5-1135G7 256/8 W10P w/3 yr Onsite Warranty— Mfr 20VE003GUS Nil Lenovo Financial Services Leasing Agreement dated July 7, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-2). 5x Lenovo TP E14 G2 I5-1135G7 8/256, 10x APPLE Macbook Air M1 8/256 GB, 10x APPLE CTO Macbook Pro 13 ″ QC I7 2.3 16/512, and 20x LVO TP FRENCH E15 G3 R5-5500U 8/256 w/3 yr Onsite Warranty Nil Lenovo Financial Services Leasing Agreement dated August 18, 2021, entered into between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-3). 23x APPLE Macbook Air M1 8/256 GB, 6x APPLE CTO MacbookPro M1 16GB 512GB, 13x LVO TP E14 G2 R5-4600U 8/256/W10P Nil

Lenovo Financial Services Leasing Agreement dated August, 2021 between Lenovo Financial Services and Les Recettes Cook It Inc. (Contract No. 500072152-4). 2x APPLE CTO MBP M1 16GB 512GB, 2x APPLE CTO 24 ″ IMAC M1 16/256 GB Nil Others Nuvei contract for credit card processing Merchant application and agreement between Les Recettes Cook it Inc. and Nuvei Technologies Corp. dated June 5, 2023 N/A Nil Voila! agreement Entente de service dated April 7, 2021, between Flash Romeo Inc. and Cook It. N/A Nil At the Register of Personal and Movable Real Rights (“ RPMRR ”): 1.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Banque de Développement du Canada for an amount of $434,400 including an additional hypothec of $72,400 with interest at the rate of 25% per annum, registered at the RPMRR on July 12, 2021, at 9:00 a.m. under registration number 21​0756415​0001. 2. Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Filaction, s.e.c. for an amount of $100,000 plus an additional hypothec of 25%, registered at the RPMRR July 11, 2017, at 2:23 p.m. under registration number 17- 0719173-0001. 3.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Fonds pour les Femmes Entrepreneures FQ, s.e.c for an amount of $120,000 including an additional hypothec of 20%, registered at the RPMRR on July 13, 2017, at 9:00 a.m. under registration number 17-0725553-0001. 4. Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Caisse Desjardins des Versants du Mont Royal for an amount of $600,000 including an additional hypothec of $100,000, registered at the RPMRR on February 7, 2020, at 9:00 a.m. under registration number 20-0126243-0002. 5.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Investissement Québec for an amount of $600,000 including an additional hypothec of $100,000 with interest at the rate of 25% per annum, registered at the RPMRR on February 7, 2020, at 9:00 a.m. under registration number 20-0126243-0001. 6.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Caisse Desjardins des Versants du Mont Royal for an amount of $3,600,000 including an additional hypothec of $600,000, registered at the RPMRR on February 8, 2021, at 9:00 a.m. under registration number 21-0101114-0001. 7.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Fonds pour les Femmes Entrepreneures FQ, s.e.c for an amount of $120,000 including an additional hypothec of 20% with interest at the rate of 20% per annum, registered at the RPMRR on May 31, 2021, at 9:00 a.m. under registration number 21​0583751​0001. 8. Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Vault Credit Corporation for an amount of $30,000, registered at the RPMRR on October 26, 2023, at 2:51 p.m. under registration number 23​1275914​0005. 9.

Conventional hypothec without delivery granted by Les Recettes COOK IT Inc. in favour of Sodexo Québec Limitée for an amount of $1,000,000, registered at the RPMRR on December 13, 2021, at 9:00 a.m. under registration number 21​1345822​0001. 10. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Services Instukem Ltée, registered at the RPMRR on March 28, 2019, at 9:00 a.m. under registration number 19​0300665​0001. 11.

Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Services Instukem Ltée, registered at the RPMRR on April 22, 2020, at 9:00 a.m. under registration number 20​0349438​0011. 12. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on December 10, 2020, at 11:42 a.m. under registration number 20​1293785​0001. 13. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on July 7, 2021, at 1:28 p.m. under registration number 21​0743627​0021. 14.

Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on August 5, 2021, at 9:00 a.m. under registration number 21​0848535​0003.

15. Rights resulting from a lease by Les Recettes COOK IT Inc. in favour of Xerox Canada Ltd, registered at the RPMRR on August 29, 2018, at 9:50 a.m. under registration number 18​0952596​0002.