2024 QCCS 340, 2024 QCCS 340

Proposition de Cook It Recipes Inc. 2024 QCCS 340 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/Applicant 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 ADMINISTRATION CHARGE ORDER HAVING READ the Application for the Issuance of an Approval, Vesting and Assignment Order and Ancillary Relief (the “ Application ”) of Cook it Recipes Inc. (the “ Debtor ” or the “ Applicant ”) pursuant to the Bankruptcy and Insolvency Act , RSC 1985, c B-3 (the “ BIA ”), the exhibits and the affidavit filed in support thereof and the Report of the Trustee ( 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 .

THE COURT: [1] GRANTS the Application. [2] ORDERS that Applicant shall pay the reasonable fees and disbursements of the Trustee and the Applicant’s legal counsel (collectively, the “ Professionals ”), which are directly related to these proceedings and the Sale Process, as defined in the Application, whether incurred before or after the Order (collectively, the “ Professional Fees ”).

[3] DECLARES that all of the Applicant’s present and future assets, rights, undertakings and properties of every nature and kind whatsoever, and wherever situated (collectively, the “ Property ”) is hereby subject to a charge and security for an aggregate amount of $200,000 (such charge and security is referred to herein as the “ Administration Charge ”) in favour of the Professionals as security for the payment of the Professional Fees. [4] DECLARES that the Administration Charge shall rank in priority to any and all other hypothecs, mortgages, liens, security interests, priorities, charges, encumbrances or security of whatever nature or kind (collectively, the “ Encumbrances ”) affecting the Property . [5] ORDERS that, except as otherwise expressly provided for herein, the Applicant shall not grant any Encumbrances in or against any Property that rank in priority to, or pari passu with, the Administration Charge unless the Applicant obtains the prior written consent of the Trustee and the prior approval of the Court . [6] DECLARES that the Administration Charge shall attach, as of the date hereof, to all present and future Property of the Applicant, notwithstanding any requirement for the consent of any party to any such charge or to comply with any condition precedent. [7] DECLARES that the Administration Charge and the rights and remedies of the beneficiaries of the Administration Charge, as applicable, shall be valid and enforceable and shall not otherwise be limited or impaired in any way by: (

i) these proceedings and the declaration of insolvency made herein; (ii) any petition for a receiving order filed pursuant to the BIA in respect of the Applicant or any receiving order made pursuant to any such petition or any assignment in bankruptcy made or deemed to be made in respect of the Applicant; or

(iii) any negative covenants, prohibitions or other similar provisions with respect to borrowings, incurring debt or the creation of Encumbrances, contained in any agreement, lease, sublease, offer to lease or other arrangements which binds the Applicant (a “ Third-Party Agreement ”), and notwithstanding any provision to the contrary in any Third-Party Agreement: (

a) the creation of the Administration Charge shall not create or be deemed to constitute a breach by the Applicant of any Third-Party Agreement to which it is a party; and (

b) any of the beneficiaries of the Administration Charge shall not have liability to any person whatsoever as a result of any breach of any Third-Party Agreement caused by or resulting from the creation of the Administration Charge. [8] DECLARES that notwithstanding: (

i) these proceedings and any declaration of insolvency made herein (ii) any petition for a receiving order filed pursuant to the BIA in respect of the Applicant and any receiving order allowing such petition or any assignment in bankruptcy made or deemed to be made in respect of the Applicant, and (iii) the provisions of any federal or provincial statute, the payments or disposition of Property made by the Applicant pursuant to the Order and the granting of the Administration Charge, do not and will not constitute settlements, fraudulent preferences, fraudulent conveyances or other challengeable or reviewable transactions or conduct meriting an oppression remedy under any applicable law. [9] DECLARES that the Administration Charge shall be valid and enforceable as against all Property of the Applicant and against all persons, including, without limitation, any trustee in bankruptcy, receiver, receiver and manager or interim receiver of the Applicant, for all purposes. [10] DECLARES that this Order shall have full force and effect in all provinces and territories in Canada. [11] ORDERS the provisional execution of this Order notwithstanding appeal, and without the requirement to provide

any security or provision for costs whatsoever. [12] THE WHOLE without legal costs. ______________________________ MICHEL A. PINSONNAULT, J.S.C. JP1736 Date of hearing: February 5, 2024