~''~ Tit: 905 615 8787 #QUO C~n~d~ Lisnrfieci ,~hex:905 b15 1333 1 CiCy Centre brEu~, Suite t04Q

i■r/ www,bdo,ca Mississauga ON L5[i 1h1~ Canada

July 17, 2012

TO THE CREDITC7R5 qFSTFtUt35 F04D CORP.

As previously advised, Scrubs Food Carp. (che "Gampany" or "Scrubs") filed a filed NoCice ofIntention ko Make a Proposal (the °N01") under the Bankruptcy and Insatvency Act on April 27,2(792. Bn0 Canada Limited (the "Trustee") agreed to act as Trustee under the prnpasat. Duringthe course of its restructuring, the Company snugl7t and received court approval which extendedtf~e Company's deadline to file a proposal to its creditors Ca Juty 92, 2012.

The Company completed a sate of substanCiatly alt of its assts and operations to Whyte's FoodCor~oratinn Inc. ("Whyte's") on June 18, 2012 (the "Sale"). Slia~~tty after the compteCian of thesale, Royal Bank of Canada made an applicaCion ka court for the appointmenk of a receiver. Theapplication was made in order Co expedite the distribution process and provide a stable andcantratted process Co camptete outstanding obligations white safe~uardin~ asseCs fnr the benefitof all sfiakeholders. On July 4, 2012, the court appointed BDO Canada Limited as Receiver ofthe Company (the "Receiver").

As detailed in fihe Second Report of the Proposal Trustee dated June 29, 2012, the proceeds ofSale are not sufficient to address the unsecured tiabitikies of Strubs. 5rrubs did not file aproposal Cn its crediCc~rs before the required deadline. As a resulC, Strubs was deemed Co havefiteci an assignment in bankruptcy an July i3, 2092.

Pursuant to the court order dated July 4, 2012, the Receiver is authorized and directed to paycertain funds, less the costs and disbursements incurred in the administration of thereceivership estate, to ordinary course expenses of Clie Company incurred following the filing ofits N01 until the closing of the Sate on June 18, 2012.

Accordingly, creditors are be9n~ provided two proof of claim forms ko complete with respect totheir claims:

One prnofi of claim fari7i should be used to document any autsfianding liabilifiies whicharose in the ordinary course between April 27, ZQ92 and June 18, 2012, Yau shouldclearly mark this proof of cCaim as "PUST-FILING CLAIM" across the top of the proof ofclaim form; and

The second proof of claim form should be use~ci to document alt other outstandingamounts. You should clearly mark Chis E7roof of claim as "BANKRUPTCY CLAIM" acrossthe kop of the proof of ctairn farm,

Creditors Dave until August 17, 2012 to submit their Post-Elting Claims. TI7e Receiver intends Coseek courk approval of the final distribution to creditors within 3~ days foltawin~ the periodprovided to creditors to submit their claims.

C>DU t:anada limirrd is aio atfitixin of HOL? Canada ltR &Db Canada LuP, a CarfaA~.:n lim~te<S Iiab~Uty parMCisnip, i; n mem6rr ui t3CC3 irsiernatsonal i.?mrtrd, u UK earn~:rny I~m~t~:uby y;unrnntce, ;~r~d form, part oi' Chc internatynnul FtDU network of ipdc!pc~ru'.eni. member firms,

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ff you have any questions regarding the above, please caneact Ms, Nicole Sagoliti aC (9~5} 615-8087 ext. 2008 or nsagolitiCbdo.ca.

Yours very truly,BDO CANADA LIMITEDrn its capacity as the court-appointed Receiver ofStr~rbs food Corp.without personal or corporate liabilityPer:

Eugen P. Migus, CA•CF~fPSenior Vice-President

lend.

Strubs Food Corp.

Summary of Post-Filing Claims

As at September 5, 2012

Creditor

~~

Admitted

Arnini Stellato LLP $ 18,628.05

Beacon Transit Lines Inc. 1,189.64

Bell City Transport Systems Inc. 141.25

Binner Marketing &r Sales Inc. 9,358.65

Brantford Power Inc. (hydro/water) 64,473.04

Cara Operations Limited 2,635.73

Corporation of City of Brantford (sewage) 17,835.52

Express Employment Professionals 43.40

Loma Systems Canada 59.89

Kevin Hopps 705.26

Patriquin Law Professional Corporation 2,902.41

Pitney Bowes Leasing 93.25

Ricoh Canada Inc. 1,069.44

Sealed Air Corporation 3,548.64

Silliker Canada Co. 259.06

Torbram Electric Supply 1,136.54

Union Gas Limited 19,042.40

Uti Canada Inc. 135.60

$ 143,257.77

~J.► ~

August 30t`', 2g12

Fogler, Rubinoff LLP95 Wellington Street West, Suite 1200Toronto-Dominion CentreToronto, ONMSJ 2Z9

At~n: Mr. Vern W. Dane

Gear Sir:

By Email. vdaret~Poglers.com

RE; BDC LEAN to Scrubs Food Carp ACCUUNT NC1: 05$6,24-01

We confirm that the balance of the above-named loan account far information purposes onAugust 30 "̀, 2012 is as follows:

Principal balance outstanding $ 14,466.75Interest to and including August 29t~, 2Q12 1,603.09Protective Qisbursements 5.163.93Total ~2L 233.77

The per diem rate is currently $3.17,

Please note that the per diem and the total payout balances are based an the assumptionthat no change occurs in the current interesfi rates until the requested payout date.

These figures are subject to final verification of such payments by our Controller'sDepartment upon receipt of funds. Interest is calculated ka one day prior to the date anwhich the Bank receives the funds. Your cheque must be received at our office by 2:00 p.rn.on the date in questions otherwise additional days' interest should be included to coverinterest until the next banking day.

Yours~~

Saraja SinnanainarAnalyst, Special Accounts

E. & Q„E,

Sobia K niSenior Account Manager, Special AccountsTel: (416) 973-0016Email: sabia.KianiCc~bdc.ca

9usiness Develapmcnt Baak at Canada Banque de derelappemene du Canada T 41 b 95A-07i 230S Mif,~cr Avenue, Suite 112 3p5, avenue Milner, bureau 1 ! 2 F A b 9S4-OT 16 „rScarborough, Ontario Mt B 3V4 Scarborough {Ontario} M 19 3VA ww~rr,bdc.ra ~,~%~nt~~r~

Court File No. CV-12-457487

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

IN THE MATTER OF THE BANKRUPTCY OF

1780363 ONTARIO INC.

AFFIDAVIT

1, Gerry Feldman, of the City of Thornhill, Ontario, MAKE OATH AND SAY:

1. I am the Chief Financial Officer of 1743234 Ontario Inc. ("174"), and, as such, have

knowledge of the matters contained in this affidavit.

2. On August 20, 2010, 1780363 Ontario Inc., then known as Strubs Food Corp (the

"Debtor"), issued a promissory note to 174 in the amount of $2,718,262.63. The promissory note

was in respect of a loan provided to the Debtor by 174. I attach a copy of this promissory note as

Exhibit "A" to my affidavit.

3. Also on August 20, 2010, the Debtor issued a promissory note to ] 74 in the amount of US

$463,000. The promissory note was in respect of a loan provided to the Debtor by l 74. I attach a

copy of this promissory note as Exhibit "B" to my affidavit.

4. Treating the value of the US dollar as equivalent to the Canadian dollar, the total amount

owing to 174 by the Debtor as of August 20, 2010 was $3,181,262.63.

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5. In February 2011, Foodfest Internationa12000 mc, ( "Foodfest ") paid $100,000 to 174 as a

payment on the principal owing to 174 by the Debtor, pursuant to agreements between the parties.

This reduced the principal amount owing to 174 by the Debtor on the loans to $3,081,262.63.

6. On May 31, 2012, Whyte's Food Corporation Inc. ("Whyte's") made an offer to purchase

all the assets of the Debtor. As part of that offer, Whyte's agreed to assume $2,425,000 of the

principal amount owed to 174 by the Debtor pursuant to the loans identified above. I attach a copy

of Whyte's offer as Exhibit "C" to my affidavit.

7. Whyte's offer was accepted and approved by the Superior Court of Justice on June 18,

2012. I attach a copy of the Court's order as Exhibit "D" to my affidavit.

8. Taking into account the payment described in paragraph S and the amount assumed by

Whyte's described in paragraph 6 above, the remaining unpaid shortfall on the loans for which the

Debtor remains responsible is $656,262.63. No other payments have been received by 174. 174 is

owed the amount of $656,262.63 and is submitting a proof of claim for $656,262.

9. On August 20, 2010, the Debtor issued a promissory note to Martin Strub ("Strub") in the

amount of $289,718.88. T`he promissory note was in respect of loans provided to the Debtor by

Strub. 1 attach a copy of this promissory note as Exhibit "E" to my affidavit.

10. On August 25, 2010, Strub assigned his interest in the promissory note to 174. I attach a

copy of the assignment agreement as Exhibit "F" to my afftdavit.

11. At no point has any amount been repaid on the promissory note issued to Strub. Through

Strub, 174 is owed the amount of $289,718.88. Strub is submitting a proof of claim for $289,718.

_~_

SWORN BEFORE ME at the City of Toronto,in the Province of Ontario on August 14, 2012

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Commissioner for Taking Affidavits{or ns may be)

~ C. 'C ~ Yl t `~ t~ C C.. ~'1 1~

P

GERRY FELDMAN

This is Exhibit "A" referred to in the

Affidavit of Gerry Feldman sworn the 14th

day of August, 2012.

A Commissioner for taking Affidavits

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"' • j ~ Revised on: AaguSt 20, 20'10

AMENDED AND RESTATED PRUNIISSORX NOTE NUMBER ONE

CDN. 52,718,262.63An~nst 20.20X0

Strube Food Corp. (the 'Debtor") hereby ackaowledges itself indebted to1743234 Ontario Tnc. (thy "Leader") and wo.~onditionally promises to pay to, or to the order of,the Lender, the principal amount of $2,718,262.63 in lawful money' of Canada together withinterest thereon as hereinafter provided.

Interest shall be payable on the principal amount of this Promissory Noteoutstanding from timo to time (including any overdue interest), both before and after maturity,default and judgment until paid, at a rate per annum equal to 8°10. Interest shall accrue daily andcompound monthly in advance. Intcrost only stall be payable monthly in advance on the 20°iday of each end every month in each end evezy year from and including the 20~' day of August,2010 to and inciuding the 20~` day of 7anuary~ 2011 and theiex$ei the IemA~*~i~+g principal shallbecome due and payable in forty-two (42) equal monthly 9nstalments of principal and interest onthe balance outstanding based on the aforesaid interest rate, until repaid.

Notwithstanding the foregoing paragraph,_ provided that:

(i) Debtor makes all of the attached Schedule "A" interest payments on or before tha darewhen they become due; and

(u) Debtor is in compliance with the attached Schedule "A" principal payments by paymentnumber 25 (tc~ be made on or before September 20, 2012), and thereafter makes allprincipal payments as provided for in Schedule "A° up to and including payment number48; or

(ui) ~ Debtor pays out the entire Reduced Sum (as herein defined owed to bender, pursuant tothe attached Schedule "A", at any point prior to the end of the 48 months,

the principal amount in the foregoing paragraph shall he zeduced by twenty-five (25%) percentof the original principal sum to $1,938,697.00 (the "Reduced Snm'~ arith interest at 5% per

~ annum (the "Reduced Interest Rate"). Furthermore, when calculsiions are made for any interest• and/or principal payment under Schedule "A", the Reduced Sum and Reduced Interest Rate shall

be used.r~ - This Promissory Note stall be construed in accordance with a Loan Agreement

dated December 22, 2008 as amended by an Assiunp6on, Confirmation and AmendingjAgzeemcnt (the ̀ loan Documents"} between the Debtor and Lender. Capitalized terms hereinshall refer to the Loan Documents. An Event of Default tinder the Loan Documents shall make

_ this Promissory Note due on demand

• An amortization schedule (Schedule "A") is attached for purposes of illustrationrelating to the Reduced Sum and Reduced Interest Rate.

All principal and mtarest payable on this ~'romissory Note shall be payable ai theoffice of the Lender at c% How'szd Hanicic, 36 Chelford Road, Toronto, Ontario M3B 2E5, or asmay be otherwise directed in writing by the Lender.

'~'he whole or any part of the principal amount of this Promissory Note, togethers with any accrued and unpaid interest thereon, may be prepaid by the Debtor at any time or from~:...~ time to time~without notice, bonus or penalty of az►y kind.

f This Promissory Note is issued pursuant to and is subject to the laws of theY r Province of Ontario and shall be construed, performed and enforced in accordance therewith.

The Debtor hezeby waives presentment for pQyment, notice of non-payment,protest end notice of protest and waives any defences based upon any and all indulgences endforbearances which may be granted by the Lender to thn Debtor at any time.

Notwithstanding Sections 4 end l5 of the Limitations Act 2002, a claim. may bebrought on this Promissory Note at any time within five years from the date on winch' demandfor paymern of the principal amouzrt hereof is made in eccorciance with the provisions hereof,

~,

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As continuing sectuity for the due and timeFy payment and perfom~ance by theDebtor of its obligations under tkus Promissory Note, the Debtor t~s granted to tha Lender asecurity interest in any and all real and personal property in which the Debtor now has ar <~hereafter acquires any interest or rights of any natuze whatsoever.

STRUBS ~OQD'COItP.

ay:Nam EnderTitle: DueetosI have authority to bind the corporation.

Error! Unlmo~n aonweaepropvRy name

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Strubs debt amortlzatlon schedule

Payment Interest Principal payment balancenumber payment of debt

Opening balance at reduced principal 1,938,6978/20/2010 1 8,078 1,938,6979/2012010 2 8,078 1,938,69710/20/2010 3 8,078 ~ . 1,938,69711!20/2010 4 8,078 1,938,69712/20!2010 5 8,078 1,938,6971/20/2011 6 8,078 1,938,6972/20/2011 7 8, 078 42, 334 1, 896,3633/20/2011 8 7,902 42,510 1,853,8534/20/2011 9 7, 724 42, 688 1,811,1655/20/2011 10 7,547 ~ 42,865 1,768,3006/20/2011 11 7,368. 43,044 1.725,2567/20/2011 12 7,'~ 69 43,223 1,682,0338/20/011 13 7,U08 43,4(14 1,638,6299/20/2011 14 6,828 43,584 1,595,045

10!20/2011 15 6,646 43,766 1,551,27911/20/2011 16 6,464 ~ 43,948 1,507,33112/20/2011 17 6,281 44,131 1,463,200

'i /20/2012 18 6,097 44,315 1,418,8852/20/2D12 19 5,912 44,500 1,374,3853/20/2012 ~ 20 5,727 44,685 1,329,7D04/20/2012 21 5,540 44,872 1,284,8285/20/2012 22 5,353 45,059 1,2$9,7696/20/2012 ~23 ' 5,166 45,246 1,194,5237/20/2012 24 .• 4,977 45,435 1,149,0888/2012012' 25 4,788 45,624 1,103,4fi49/20/2012 26 4,598 45,814 1,057,650

10!20/2012 27 ,~ 4,407 46,005 1,011,64511/20/2012 28 4,215 46,197 965,44812/20f2012 29 4,023 ~ ~ 46,389 919,0591/20/2013' 30 3,829 46,583 872,4762/20!2013 31 3,635. 46,777 825,6993/20/2093 32 3,440 46,972 ' 778,7274/20/2013 33 3,245 47,167 731,5605/20/2013 ~ 34 3,048 47,384 684,1966/20/2013 35 2,851 47,581 636,6357/20/2013 36 2,653 ~ 47,769 588,8768/20/2013 37 ~ 2,454 47,958 540,9789/2Q/2013 38 ~ 2,254 48,458 492,76010/20/2013 39 2,053 48,3~a9 444,40111/20/2013 40, 9,852 48,580 395,84112J20/2013 41 1,649 4$,763 347,078'1/20/2014 42 1,446 48,966 ' 29$,1122[20/2014 43 1,242 49,170 248,9423/20/2014 44'. x,037 49,375 199,6674/20/2014 45 ~ 832 49,580 149,9875/20/2014. 46 625 49,787 100,200

This is Exhibit "B" referred to in the Affidavit

of Gerry Feldman sworn the 14th day of

August, 2012.

A Commissioner for taking Affidavits

Revised on:.August 20, 201 D

AMENDER AND RESTATED PRONIISSORY NOS NUMBER TWO

YJS. 5463,000.00~ingnat 20, 2010

Struts Pond Corp. (the 'Debtor") hereby aclmpwledges itself indebted to1743234 Ontario Inc. (the "I,endcr'~ and unconditionally pzomises to pay to, or to the order o~the Lender; the principal amount of ~463,000.00 in lawful money of the United States ofAmerica together with interest thereon as heroinaftcr provided.

Interest shall be payablo on the principal amount of this Promissory Noteoutstanding £rom time to time (indluding any overdue interr.~t), both before end aRer mat►uity,defiuilt end judgment until paid, at a zate per annum equal to 8%. Ynterest shall active daily andcompound monthly in edvnnce. Interest only shall be payable monthly in advance on the 20~'day of each and every month in each end every year from the 20~' day of August, 2014 to andincluding January 20, 2011, and thereaRer the rerr+a~n~ng principal end interest shall become dueand payable is forty-two (42) equal monthly instalments of principal and interest on the balanceoutstanding until repaid.

Notwithstanding tha foregoing paragraph, provided that

(i) Aebtor nnekcs all of the attached .Schedule "A" interest payments on or before the date' when they become due; and

(ii) Debtor is in complianco with the attached Schedule "A" principal payments by paymentnumber ~S (to be made on or before September 20, 2012), and thereafter makes alIprincipal payments es provided for in Schedule "A" up to and including payment number48; or

(ui) Debtor pays out the entire Reduced Sum (es herein de5ned) owed to Lender, pursuant tothe attached Schedule "A", at any point prior to the end of the 48 months,

the principal amount in the foregoing paragraph shall be reduced by twenty-five (25%) percentof the original principal sum to $347,250.OD (the "Reduced Sum's with interest ai 5%per annum(the "Reduced Interest Itate'~. Furthermore, when calculations are made for any interest and/orprincipal payment under Schedule "A", the Reduced Sum and Reduced Interest Irate shall beusal.

This Promissory Note shall be construed in accordance with a Loan Agreementdated December 22, 2008 as amended by an Assiunption, Confirmation and AmendingAgreement between the Debtor and Lender, Capitalized ternns herein shall refer to the T,oanDocuments. An Event of Default under the Loan Documents shall make ttus Promissory Notedue as demand.

An amortization schedule (Schedule "A'~ is attached for puzposes of illustationrelating to the Tteduced Sum and Reduced Interest Irate,

All principal and interest payable on this Pzomissary Note shall be payable at theoffice of the Lender aI clo Howard Renick, 36 Chalford Road, Toronto, Ontario M3B 2E5, oz asmay be otherwise directed in writing by the Lender.

The whole or any part of the principal amowat of this Prowissory Note, togetherwith any accrued and unpaid interest thereon, may be prepaid by the Debtor at any time or fromtime to time without notice, bonus or penalty of any kind.

This Promissory Note is issued pursuant to and is subject to the laws of theProvince of Ontario and shall be construed, performed and unforced in accordance therewith.

The Debtor hereby waives presentment for payment, notice of non-payment,protest and notice of protest end waives any defences based upon any and all indulgences ar►dforbearances which may be grated by the Lender to the Debtor at any time.

Notwithstanding Sections 4 and 15 of the Ltmftatlons Act, 2002, a claim maybebrought on this Promissgry Note ai any time within Sve years from the date on which demandfor payment of the principal amount hereof is made in accordance with the provisions hereof

.. ,,~, ..' - 2 - ~ —(~

;As continuing security for tha due aad timely payment and performance by theDebtor of its obligations nmder this Promiasory~Note, the Debtor has granted to tha Lender asecurity interest is any and all zeal and personal property is which the Dobtor now'has orhereafter acquires aay interest or rights of any naturo whatsoever.

STRUBS FOOD CARP. .

By:Name: HTifle:I have ority to bind the cezpora6on.

Etrai UnYao~rn AoenmeRPropu'h uame.

~~r _ ~ ,~ ~'r ~ t ~~e~~

o 'on schedul r SD ebtStrubs debt am rt~zat~ e fo U d

~~ Payment Interest Principe! payment balance~ number payment of debt

~ Opening balance at reduced principal 347,250I8/20!2010 1 1,447 347,2509/20/2010 2 1,447 347,250

10/20/2410 3 1,~t47. ~ 347,250~. J 11/20/2010 4 1,x{47 347,250

1?J20/2010 5 1,447 347,2501/20/20112/20/2017

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1,4471,447 7,583

347,250339,667

3/20/2011 8. 1,415 7,614 332,0534/20/2019 9 1,384 7,646' 324,407~ti5/20/2011 10 1,352 7,6x8 316,7296/20/2011 11 1,320 7,710 309,0197/20/2011 12 1,288 7,742 301,277

~J 8/20(2011 13 .1,255 7;774 293,503~ I 9/2012091 14 1;223 7,807 285,696

10/20/2011 15 1,190 7,839 277,85711/20!2011 16• 1,158 7,872 269,985

~if 12/20I201i 17 1,125 7,905 262,080'!/20!2012 18 ~ 1,092 7,938 254,142

~ 2/20/2012 19 1,059 ~ 7,971' 246,171~~ 3/20/2012 20 1,026 8,004 238,187

4/20/2012 21 992 8,037 230,130_~ 5/20/2012 22 959 8,071 222,059

!_~' 6/20/2012 23 925 8,904 213,955~ 7/2012012. 24 891 8,138 205,877

8/20/2012 25 858 7,172 198,6459/20/2012 26 , ' 828 8,206 190,439~~'

~ 90/20/2012 27 793 `8,240 182,19991/20/2012 28, 759 8,275 973,92442/20/2092 29 725 8,309 165,615~~.1/2012013 30 690 8,344 157,2712/20/2013 31 655 8,378 148,893

~~ ~3/20/20134/20/2013

32.33

620585

8,4138,44,8

140,480132,032

5/20/2013 34 550 8,484 123,5486/20/2013 35 515 8,519.' 115,029

~ 7/20/2013 36 ~ 479 8,554 106,475• ~ 8/20/2013 37 444 8,590 97,885

9/20/2013 38 408 8,625 89,2601Q/20/2013 39 372 8,662 80,59811/20/2013 40 336 .8,698 71,90012/20/2013 41 300 8,734 ~ 63,76fi1/20/2014 42 263 8,771 64,395

~~ 2/20!2014 43 227 • ~ 8,807 45,5883/20/2014 4d 790 8,844 36,744

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4/20/2014 45 153 8:,881 27,863

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5~zo~2o~46/20/20147/20/2014

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46 116 8,918 18,94547 79 8,955 9,990 ,48 .42 , 9,990 0

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Tliis is Exhibit "C" referred to in the Affidavit

of Gerry Feldman sworn the 14th day of

August, 2012.

A Commissioner for taking Affidavits

OFFER 70 PURCHASE ASSETS

Strubs Food Corp.361 Connie CrescentVaughan, Ontario L4K 5K2

Attention; Henry Ender. President

BDO Canada Llmitod, in its capacity as Court-appointedProposal Trustee of Strubs Food Corp.1040-1 City Centre DriveMississauga, Ontario L56 1M2

Attention: Eugene Phllp Miqus

The Fuller Landau Group Inc., in its capacity as Court-appointedAgent of the Proposal TrusteeRe: Strube Food Corp.151 Bloor Street West, 12'~ FloorToronto, Ontario M5S 1S4

Attention: Gary Abrahamson

Re: Offer regarding the acquisition of the assets of Strubs Food Corp. (the "Vendor"~

Whyte's Food Corporation Inc. (the "Purchaser"} is pleased to submit this Offer (the "Offer" orthe "AgreemenY~ to purchase all of the assets of the Vendor.

We understand that the Vendor filed a notice of intentlon under the Bankruptcy and InsolvencyAct (Canada) (the "BIA") on April 27, 2012 and that BD~ Canada Limited (the "Trustee") hasbeen appointed as Proposal Trustee of the Vendor and The Fuller Landau Group Inc. has beenappointed agent of the Trustee (the "Sales Agent") by order of the Ontario Superior Court ofJustice on May 11, 2012 In order to market and sell the assets of the Vendor (the "SalesOrder").

This Offer outiines the terms and conditions of the transaction for the purchase and sale of theassets of the Vendor (the "Transaction").

1. ACQUIRED ASSETS

1.1 4n the Cioaing Date (as defined in Section 6 herein), the Purchaser shall acquire all ofthe assets of the Vendor as a going concern other than the excluded Assets, including, withoutlimitation, the assets listed in Schedule uA" to this Offer (collectively, the "Purchased Asse~.s°).uExcluded Assets" means all contracts (including contracts for leased equipment), agreements,

Legal"7848888.2 ~~/

..2w

commitments and orders made by or in favour of the Vendor which the Purchaser does notagree to assume at the Closing and all cash and cash equivalents.

1.2 The Purchaser shalt not assume any of the Ifabilities or obligations of the Vendor, otherthan (i) such liabilities or obligations, if any, as the Purchaser specifically agrees, in writing, toassume at the Closing pursuant to the terms hereof, and (il) such liabllftles or obligations whichthe Purchaser is deemed by operation of statute or law to assume in respect of employees ofthe Vendor who were terminated by the Vendor and subsequently hired by the Purchaserwithout any obligation to do so (such assumed liabilities and obligations, if any, fhe "AssumedLiabllitles").

2. CONSIDERATION

2.1 The purchase price (the "Purchase price") payable for the Purchased Assets is$7,550,000, together with any amounts payable by the Purchaser pursuant 10 the AssumedLiab~it}es, and is subject to adjustment as provided for in Section 2.4 below.

2.2 The Purchase Price for the Purchased Assets shall be calculated as follows;

2.2,1 an amount equal to the indebtedness of the Vendor to creditors whose claims (the"Priority Clams") are payable in priority to the Vendor's senior secured creditor,Royal Bank of Canada ("REiC"), as at the Closing Date (as defined in Section 6herein), up to a maximum amount of $25,000; lus

2.2.2 an amount equal to the indebtedness of the Vendor to RBC as at the Closing Date,inclusive of principal, interest and fees, and subject to adjustment post-Closing forpayment of any Priority Claims in excess of $25,400 and payment of any ongoingordinary course payroll obligations, provided #hat such payments will only by made bythe Vendor with the approval of the Trustee (the "RBC Claim"), up to a maximumamount of $4,500,000; plus

2.2.3 an amount equal to the Indebtedness of the Vendor to the Business DevelopmentBank of Canada ("BDC") as at the Closing Date, Inclusive of principal, interest andfees (the "BDC Claim"), up to a maximum amount of $450,000; plus

2,2.4 an amount equal to the indebtedness of the Vendor to 7743234 Ontario Inc.("1743234") as at the Closing Date less $75,000 (the "1743234 Claim"), up to amaximum amount of $2,125,000; plus

2.2.5 $150,000 (on account of the Trustee's administrative charges as provided for in theSales Order); I~us,

2.2.6 an amount aqua! to the total sum payable by the Purchaser pursuant to the AssumedLiabilities, if any.

2.3 The Purchase Price shall be payable in full at the Closing in the form of a bank draftpayable to the Trustee, less the following amounts (the "Closing Payment"):

2.3.1 $1,132,5Q0, being the Deposit which the Sales Agent shall bs obliged to deliver to theTrustee and which the Trustee shall be obliged to apply against the Purchase Price;

Logal'7B489B8,2 ~~

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2.3.2 X2,425,000, being the maximum amount of the indebtedness owing by the Vendor to1743234 at the Closing Date and which Is assumed by the Purchaser to theexoneration of the Vendor; and

2.3.3 the arnourtts payable by the Purchaser pursuant to the Assumed Liabilities, providedthat the Purchaser assumes the Assumed Liabilities, if any, to the exoneration of theVendor.

2.4 W6thln sixty (60) days of Closing, the Trustee shall, after determining, at the Trustee'ssole discretion, the total indebtedness owing in respect of each of the Priority Claims, the RBCClaim, the BDC Claim and the 1743234 Clairn, adjust the Purchase Price as follows:

2.4.1 to the extent that the aggregate of the Priority Claims is less than $25,000, thedifference shall be credited to the Purchaser, and the Trustee shall forthwith remit saiddifference to the Purchaser;

2.4.2 to the extent that the RBC Claim is less than $4,500,000, the difference shall becredited to the Purchaser, and the Trustee shall forthwith remit said difference to thePurchaser;

2.4.3 to the extent that the BDC Claim is less than $450,000, the difference shall be creditedto the Purchaser, and the Trustee shall forthwith remit said difference to thePurchaser; and

2,4.4 to the extent that the 1743234 Claim is less than $2,425,000, the Purchase Price shallbe reduced by such difference and the portion of the indebtedness owing by theVendor to 1743234 at the Closing Date which is assumed by the Purchaser, being$2,425,000, shall be reduced by the difference (such amount after any reduction beinghereinafter referred to as the "Assumed Amount").

2.5 The Purchase Price shall be allocated among the purchased Assets by the Purchaseron or before Clos(ng on the basis of their fair market value as determined by the Purchaser.The Purchaser and the Vendor will report the purchase and sale of the purchased Assets for alltax and tax return purposes in a manner consistent with such allncaUon,

2.6 If applicable, the Purchaser and the Vendor will, on or before Closing, jointly executean election, in the prescribed form and containing fhe prescribed infv~mation, to havesubsection 167(1) of the Excise Tax Act (Canada) apply tv the sale and purchase of thePurchased Assets so that no Goods and Services TaxlHarmonized Sales Tax ("GSTlHST") (spayable in respect of such sale and purchase. The Purchaser shall file such election with theCanada Revenue Agency ("CRA") within the time prescribed by the Exciss Tax Act (Canada).[n the event it is determined by the CRA that the election did not apply to the transaction and theVendor was required to collect and remit the GST/HST on all or part of the Purchased Assets,the Purchaser, upon receiving written notice thereof, shall forthwith pay such OST/HST that isproperly payable by the Purchaser in connection with the transfer of the Purchased Assets bythe Vendor to tha Purchaser, p(us any applicable interest and penalty arising from the nonpayment of the GST/HST by the Purchaser, to the CRA or tv the Tnrstee for remittance to thaC RA.

Legel'7949998.2 1

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2.7 Notwithstanding the section 167 election, to the extent the Purchaser is liable to payand the Vendor is required to collect GS7lHST on all or part of the Purchased Assets or thePurchaser is properly required to pay other like taxes, duties, fees and charges in connectionwith the transfer of the Purchased Assets by the Vendor to the Purchaser (collectively, the"Taxes"), the Purchaser shall pay the Taxes to tha Trustee or appropriate tax authority, as thecase may be, in accordance with applicable laws. The Purchaser acknowledges and agreesthat the Taxes shall be the sole responsibility of the Purchaser. The Purchaser agrees toindemn(fy the Vendor from and against all claims, liabilities, costs and fees (including legal feeson a full indemnity basis) arising out of the Purchaser's failure to pay the Taxes.

2.8 The Purchaser and the Vendor will, on or before Closing, jointly execute an election inthe prescribed form under section 22 of the Income Tax Act (Canada) as to the sale of theAccounts Receivable and will designate in such election an amount equal to the portion of thePurchase Price allocated pursuant to Section 2.5 to such assets as the consideration paid bythe Purchaser therefor. The Purchaser and the Vendor shall each file such election with theCRA after the Closing bate.

3. DEPOSIT

3.1 Enclosed with this Offer fs a bank draft payable to The Fuller Landau Group Inc. - inTrust, in the amount of $1,132,500 (the "Deposit"). 1`he Sales Agent shall deal with the Depositin the manner set forth herein.

3.2 If this Offer fs not accepted by the Vendor within the time period provided for herein orthis Offer fs terminated by the Purchaser pursuant to Section 8, the Deposit shall be returned tothe Purchaser within five (5) business days of the last day on which this Offer is open foracceptance or the Closing was to have occurred, as the case may be.

3.3 If this Offer is accepted by the Vendor within the time period provided for herein andthe conditions of the sale provided for in Sec~on 4 are fulfilled, but the Purchaser is in breach ofits obligations to proceed to and complete the Closing, the Deposit shall be forfeited to theVendor es liquidated damages.

4. CONDITIONS OF THE SALE

4.1 The obligation of the Purchaser to proceed with the Closing shall be subject to thefollowing cond(t(ons for the benefit of the Purchaser which may, at its discretion, be waived inwhole or in part;

4.1.1 the Approval and Vesting Order (as defined in Section 5 below) having been obtainedby the Closing;

4.1.2 the representations and warranties of the Vendor contained in this Agreement shall betrue as of the Closing Date with the same effect as though made on and as of suchdate;

4.1.3 the Vendor shall have performed each of its obligations under this Agreement to theextent required to be performed on or before the Closing Date;

Legel`7649998,2 f ,G

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4.1.4 the Vendor having conducted its business from May 24, 2012 to the Closing bate Inthe ordinary course, subject to any loss of customers, suppliers or employees resultingfrom the Vendor being an insolvent entity engaged in proposal proceedings under theBfA; and

4.1.5 the Purchaser having been permitted access to the Vendor's assets, facilities, booksand records to make such inspections and review as it deems necessary on thefollowing dates:

4.1.5.1 Friday, June 8, 2012;

4.1,5.2 Monday, June 11, 2012;

4.1,5.3 Thursday, June 14, 2012;

4.1.5.4 Sunday, June 17, 2012 or the eve of obtaining the Approval and Vesfingd rder;

4.1.5.5 the eve of Closing; and

4.1.5.6 such other dates as may be required and agreed upon by the parties.

S. APPROVAL AND VESTING ORDER

5.1 Prior to tha Closing Date, the Vendor shall have flied a motion (the "Motion") with theCourt for an order In the form of the Model Sale Approval and Vesting Order approved by theCommercial List (Toronto), with such modifications as may be agreed to by the parties, actingreasonably, which order shall approve this Agreement and the Transaction, and on Closing shalltransfer and vest title in and to the i~urchased Assets in the Purchaser free and clear of allclaims, liens, interests and encumbrances (the "Approval and Vesting Order"). The Approvaland Vesting Ordar shall be served upon the necessary parties, and in the time frame, asapproved by the Purchaser, acting reasonably.

6. CLOSING

6.1 The conclusion of the Transaction, including the purchase and sale of the PurchasedAssets and the performance of all acts, and the execution and delivery of all writings, to beperformed or entered into concurrently therewith (the "Closing"), shall take place at the officesof the Trustee, no later than June 18, 2012, or on such other date as may be mutually agreed toin writing by the parties (ths date on which the Closing shall take place being herein referred toas the "Closing Date"}.

6.2 On the Closing Date, the Vendor shall delver to the Purchaser:

6.2.1 a certified copy of the Approval and Vesting Order;

6.2.2 if applicable, the elections referred to in Sections 2.6 and 2.8;

6.2.3 an assignment and assumption agreement with respect to the Assumed Liabilities, ifany (the "Assignment and Assumption Agreement"), executed by the Vendor,

Legal'7849996.2 ~'

6.2.4 intellectual property assignment agreements in a form reasonably satisfactory to thePurchaser, executed by the Vendor; and

6.2.5 all other documentation required by the Purchaser, acting reasonably, to complete thetransfer of the Purchased Assets to the Purchaser.

6.3 On the Closing Date, the Purchaser shall deliver:

6.3.1 to the Trustee, a bank draft payable to the Trustee in an amount equal to the ClosingPayment; and

6.3.2 to the Vendor, the Assignment and Assumption Agreement executed by thePurchaser.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Purchaser acknowledges and agrees that it has inspected the Purchased Assetsand agrees that the Purchased Assets are being purchased on an "as is, where is" basis. ThePurchaser shall be deemed to have relied solely upon its own inspections and investigationswith respect to the Purchased Assets.

7.2 The Purchaser further acknowledges and agrees that, except as expressly providedherein, no warranty, condition, or representation, whether statutory, including without limitationunder the Sale of Goods Acf (Ontario), express or implied, oral or written, Isgal, equitable,conventionak, collateral or othenn+ise, as to title, description, existence, fitness for purpose,quality, quantity, suitability, durability, marketability or condition of the Purchased Assets or toany other matter is given by the Vendor, the Trustee or the Sales Agent, and is herebyexpressly excluded, Without limiting the generality of the foregoing, the Purchaseracknowledges and agrees to and with the Vendor that the Purchased Assets are specificallybeing purchased as they will exist on the Closing Date with no representation or warranty as tothe condition or quanti#y of same (except as expressly provided for herein) and with noadjustment to be allowed to the Purchaser for changes or differences in the condition orquantities of the Purchased Assets from the date of this Agreement.

7,3 The Vendor hereby represents and warrants to the Purchaser that:

7,3.1 it is a corporation duly incorporated under the laws of Ontario;

7.3.2 it has all requisite corporate power, authority and capacity to execute and deliver thisOffer and each of the agreements and instruments contemplated hereby to which it isyr will be a party, and to pertorm its obligations under this Agreement and each suchagreement or instrument;

7.3.3 subject to the Approval and Vesting order, it has taken all necessary corpora#e action

to duly authorize the execution, delivery and performance of this Offer and each of theagreements and instruments contemplated hereby to which it is or will be a party;

7.3.4 it has duly executed and delivered this Offer;

Legel'7649898.2

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7.3.5 subject to the Approval and Vesting Order, this Offer constitutes its legal, valid andbinding obilgation, enforceable against It in accordance with its terms, except asenforcement may be I(mited by bankruptcy, insolvency and other laws affecting therights of creditors generally and except that equitable remedies may be granted only inthe discretion of a court of competent jurisdiction;

7.3.6 it is registered for GSTIHST purposes; and

7.3.7 it la not anon-resident within the meaning of the income Tax Act (Canada),

7.4 The Purchaser hereby represents and warrants to the Vendor that:

7.4.1 it is a corporation duly incorporated and organized and validly subsisting under thelaws of the Province of Quebec;

7.4.2 all corporate action required by the Purchaser to authorize the execution and deliveryof this Offer and all other agreements contemplated by this Offer has beep taken;

7.4.3 this Offer has been duly executed and delivered by an authorized representative of thePurchaser, and

7.4.4 the Purchaser is not a "non-CanadlanA as defined in the investment Canada Acf.

8. TERMINATION

8.1 7hls Offer may be terminated by the purchaser upon delivery of written notice to theVendor, only if, as at the Closing Date, any of the conditions of the sale for the benefit of thePurchaser set forth in Section 4 have not been fulfilled and/or pertormed.

9. EFFECTS OF TERMINATION

9.1 Subject to Section 9.3, upon the termination of this Offer by the Purchaser pursuant toSecllon 6, the parties shall have no further obligations hereunder.

9.2 The purchaser will be entitled to waive its right to terminate this Offer pursuant toSection 8 and proceed with the Closing, fn which case the Purchaser will have no further rightsor remedies against the Vendor in respect of any failure to meet the conditions of the sale inSection 4 of this Offer.

9.3 In the event that this Offar Is terminated by the Purchaser pursuant to Section 8, theSales Agent will remit the Deposit to the Purchaser and the Purchaser will have no further rightsor remedies against the Sales Agent or the Trustee in respect of this Offer.

10. GOVERNING I.AW

10.1 The agreement resulting from the Vendor's acceptance hereof shall be governed by,and construed and enforced in accordance with, the laws applicable in the Province of Ontario.

~e~~i~saessa.2

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11. NO DISCLOSURE

11.1 No disclosure of the terms of this Offer shall be made by either party hereto, exceptinsofar as may be required by applicable law, or as part of the process of obtaining the Approvaland Vesting Order or other judicial authorization required to proceed with the sale of thePurchased Assets to the Purchaser, unless the disclosing party has received the prior writtenconsent of the other party hereto.

12. fiXPENSES

12.1 The Vendor and the Purchaser shall each be responsible for its awn legal and otherexpenses (including any taxes imposed on such expenses) Incurred in connection with thenegotlatlon, preparation, execution, delivery and performance of this Offer and the Transactionand for the payment of any broker's commission, finder's fee or like payment payable by it inrespect of the purchase and sale of the Purchased Assets pursuant to this offer.

13. GENERAL PROVI310NS

13.1 Any notice, certificate, consent, determination or other communication required orpermitted to be given or made under this Offer shall be In writing and shall be effectively givenand made if delivered personally or sent by prepaid courier service or mai( to the applicableaddress set out below:

13.1.1 if to the Vendor, to:

Strubs Food Corp.361 Connie CrescentVaughan, Ontario L4K 5R2

Attention: Mr. Henri Ender

13.1.2 if to the Purchaser, to:

Whyte's Food Corporation Inc.1730 Airnco BoulevardMississauga, Ontario L4W 1V1

Attention: Mr. Pauf Kawaia

13,1.3 ~f to the Sales Agent, to:

Tha Fuller landau Group Inc.Re: Strubs Food Corp.151 Bloor Street West, 12th FloorToronto, Ontario M5S 1 S4

Attention: Mr. Gary Abrahamson

Legal'7849998.2

13.1.4 if to the Trustee, to:

BDO Canada Limited1040-1 Clty Centre DriveMississauga, Ontario L5B 1M2

Attention:_ ~uaene Philiq Migus

Any such communication so given or made shall be deemed to have been given or made and tohave been received on the day of delivery, provided that such day is a Business Day and thecommunication is so delivered before 4:30 p.m. {Eastern T(me) on such day. Otherwise, suchcommunication shall be deemed to have been given and made and to have been received onthe next following Business Day, Any such communication sent by mail shall be deemed tohave been given and made and to have been received on the fifth Business Day following themailing thereof; provided however that no such communication shah be mailed during anyactual or apprehended disruption of postal services. Any such communication given or made inany other manner shall be deemed to have been given or made and to have been received onlyupon actual receipt. Any party may from time to time change its address under this Section bynottce to the other party given in the manner provided by this Section. "Business Day" meansany day except Saturday, Sunday or any day on which banks are generally not open forbusiness in the City of Toronto.

13,2 This OfFer may be executed in two (2) or more counterparts, deliverable by electronicmeans, each of which shall be deemed an original and all of which together shall constitute oneand the same agreement.

13.3 Once executed, this Agreement shall constitute a valid, binding and legal contract ofpurchase and sale and a valid, binding and legal obligation of each of the Purchaser and theVendor, conditional upon the Vendor obtaining the Approval and Vesting Order and completionof the express conditions in Section 4.

13.4 Time shall be of the essence of this Agreement.

13.5 All references contained herein to dollars or currency are references to Canadiandollars end currency.

13.8 Except as provided herein, each of the par4es shall execute and deliver ail suchfurther documenEs and do such further acts and things that the other party may reasonablyrequest from time to time to give full effect to this Offer and the transactions contemplatedhereby.

73.7 Neither party may assign its rights hereunder without the prior written consent of theother party.

13.8 This Offer by the Purchaser shall remain irrevocable until 5:00 p.m. on June 8, 2012.

[Signature page to follow]

Legel'7849998.2

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SIGNED this ,~,5 day of May, 2012

WHYT~'S FOOD CORPORATION INC.

Per: ~~~ ~'`/Paui Kawaja(I have the euthorlry to bind the company)

Please sign and date this Offer in the space provided below to confirm your acceptance of thisOffer and return a signed copy to Whyte's Food Corporation Inc. by 5:00 p.m. on June 6, 2012,failing which this Offer shall be null and void.

ACCEPTANCE BY VENDOR

SIGNED effective as at June 6, 2012

STRUBS FOOD CORP.

Per:Henry Ender(t have the aulhorfty to bind the company)

Legal`7649998.2

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SIGNED this ~r day of~tthaq; 2Q12

WHYTE'S FOOD CORPORATIt3N INC.

Per:Paul Kawaja(i have the authority to bind the company)

Please sign and date this Offer in the space provided below to confirm your acceptance of thisOffer and return a signed copy to Whyte's Food Corporation Inc. by 5:00 p.m. on June B, 2012,failing which this Offer shall be null and void.

ACCEPTANCE BY VENDOR

SIGNED effective as at June 6, 2x12

STRUBS

Per:

authority la bind the company)

Legal'7649998.2

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ACKNOWLEDGEMENT OF TERMS OF AGREEMENT

Each of the Sales Agent and the Trustee acknowledge and agree to be bound by the expressand limited obligations of the Sales Agent and/or the Trustee, as the case may be, corrtained inSections 2, 3, 4 and 9 of this Agreement, provided that any failure of the Vendor or thePurchaser to adhere to the temps and their respective obligations under this Agreement iswithout recourse by either party to the Sales Agent or the Trustee.

THE FULLER LANDAU GROUP INC.

Per.Gary Abrahamson

BDO CANADA LIMITED, ONLY IN ITSCAPACITY AS PROPOSAL TRUSTEE OFSTRUBS FOOD CORP.

Per:Euge e Philip Mig

Lega1764999B. Z

ACKNOWLEDGEMENT OF TERMS OF AGREEMENT

Each of the Sales Agent and the Trustee acknowledge and agree to be bound by the expressand limited obligations of the Sales Agent and/or the Trustee, as the case may be, contained inSections 2, 3, 4 and 9 of this Agreement, provided that any failure of the Vendor or thePurchaser to adhere to the terms and their respective obligations under this Agreement iswithout recourse by either party to the Sales Agent or the Trustee.

THE FULLER LANDAU GROUP lNC.,50LELY IN ITS CAPACfTY AS COURTAPPOINTED SALES AGENT OF THEPROPOSAL TRUSTEE OF STRUBSFOOD CORP. AND NOT IN ITSPERSONAL CAPACITY

l~~Per: ,t~:~=~2 Lavid Filice

BDO CANADA LIMITED, ONLY IN ITSCAPACITY AS PROPOSAL TRUSTEE OFSTRUBS FOOD CORP.

Per:Eugene Philip Migus

Legal'7649998,2

C~

SCHEQULE A

PURCHASED ASSETS

The Purchased Assets include, without limitation:

(a) all machinery, spare parts and maintenance items, pallets, bins, totes, tools, testequipment, computers and software, telephones, furniture and leasehold improvementsof the Vendor wherever such property is located (the "Equipment"), including, withoutlimitation, the Equipment listed on Exhibit A;

(b) all inventories, finished goods, goods-in-transit, work-in-progress, raw materials,packaging materials, inventory storage containers, in each case on hand, in transit,ordered but not delivered, warehoused or wherever situated, of the Vendor (the"Inventory");

(c) copies of al( books and records of the Vendor and all files and documentation, inwhatever form, at the expense of the Purchaser;

(d) those contracts, agreements, commitments and orders made by or in favour of theVendor which the Purchaser in its sole and absolute discretion agrees in writing toassume at the Closing;

(e) the list of all customers of the Vendor and all information in the possession of or underthe control of the Vendor relating, In any way, to such customers;

(~ the list of all suppliers of the Vendor and all information in the possession of or under thecontrol of the Vendor relating, in any way, to such suppliers;

(g) all goodwill of the Vendor;

(h) all accounts receivable of the Vendor at the Closing (the "Accounts Receivable");

(i) all prepaid expenses ofthe Vendor; and

(j) all intellectual property rights of the Vendor of whatsoever nature, including, withoutlimitation: (i) all domestic and foreign patents, trade marks, trade names, service marks,industrial designs, logos and copyrights used by the Vendor, including the trademarkslisted on Exhibit B, (il) alt trade secrets and confidential information (iii) all internetdomain names and telephone numbers, including, without limitation, the domain names,strubpickles.ca and strubpickles.com and (iv) all patterns, plans, processes, drawings,technology, inventions, recipes, formulae, specifications, performance data, qualitycontrol information, unpatented blueprints, how sheets, equipment and part lists,instructions, manuals, records and procedures.

EXHI817 A

EQUfPMEN7

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1001

BR-9

6Pr

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Wash pit

8~ pad

dle

Dock

~wi

th S/S hinged top, pad

dle feeder and

exit corneyo~ 16" x 12'

1002

BR-98

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Room

Brush wa

sher

Osbo

rn1

tndi

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rush

was

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with

bot

tom tank 9'x34°

1003

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Back Room

Conv

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1Conveyor mot

oriz

ed, 24" x 12', p

lastic

~

belt

1004

JVIO

B-102

Prod

Back Room

Conv

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1Conveyor motorized, 24" x 8'

, rubber

belt

rnegar Mi~dng

1005

Back Room

Freeh water tank

Jamieson

405011

1Watertank, poly-wound, wi

th pump

1006

Prod

Back Room

vine

gar tanks

2Po

ly vin

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tan

ks, 4' d

iameter x 6'

high, mounted on steel sta

nd with 2 x

pump. ma

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1007

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Back Room

Holding tank

Cone Bolton

1Po

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k, 2500 ga

l wi

thdi

aphr

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1008

Prod

Sack Room

Hold

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1Poly holding lank, 4000 ga

l, wi

thdi

aptu

agm pump

slicing

1009

Prod

Bac[

c Room

Shuflo feeder

Magnuson

Mite Feeder

1Sh

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S1S feeder for slicer

1010

032

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Back Room

Slicer

Ursc

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1Ursche! S/S si "~c

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ith V-Shaped

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1011

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asfi

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1012

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Back Room

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205

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1Carrtinal digits scale

y1198

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10'[5

MOS-116

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1S/S 4cuf spear cutter, ro

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1016

_Prod

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Sort

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j1

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weig

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x 24"

1Q'!

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Tab # 8 Page # 1

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1019

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on mob7e sta

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Spic

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1020

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nEcs

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2500 gal

1021

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iSIS hol

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dumper

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1023

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x 6' x 26" wi

th bottom

jSP

~y1025

L1-81

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~Production

Conv

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J (j I

7Indined conveyor 2` x i0', pl

asti

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1026

Lf-82

Prod

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Brush washer

Osborne

1Indined 5/S 8-brush washer 70'

x 3',

with bot

tom tank 9' 34"

~

1027

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'fln

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7428

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th 4' x 16'

S/S rotary

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,Conveyor

'

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1029

Li-8

5Prod

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Cent

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1Inclined con

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belt

103Q

L1-86

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1~

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, mounted on sta

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i 031

iL1-87

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~mounted on wheels

1033

~ 042

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Conveyor

~Inclined con

veyo

r 12" x 13'

1034

L1-47

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(9

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~ i

(x 72"

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Tab # 8 Page # 2

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4 _-,

EXHIBIT B

7ttADEMARK REGISTRATION! REGISTRATION!APPLICATION APPL{CA710N/NO. DATH

SHOESTRING SLfCED DILL PICKLES X520165 March 24, 2011

(not registered)

STRUB'S THE "COOLER" PICKLE & TMA 599,195 (Cda.) January 13, 2004design

Extension of 22015x4 (US) December 10, 2002(abandoned) (abandoned

-June 15, 2D08)

STRUB'S design TMA 500,957 (Cda.) September 18, 1998

2201504 (US) November 3, 1998

FISH GUY design 7MA 496,537 June 22, 7998

SANDWICH GUY design 7MA 508,200 February 19, 1999

WILLIE'S TMA 383,227 Aprii 19, 1997(renewed -April 79,2008)

PICKLE GUY design TMA 593,603 August 3, 1999

(#130D181-v18)

I~~

This is Exhibit "D" referred to in the

Affidavit of Gerry Feldman sworn the loth

day of August, 2012.

~~'~~~.~

A Commissioner for taking Affidavits

~ r;~.

Court File No. 31-1618433

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ~~~r ) MONDAY, THE 18T" DAY

JUSTICE ~:f> ~~ ~ ~ ) OF JUNE, 2012

,~,.,\ IN THE MATTER OF THE PROPOSAL

`" ~ OF STRUBS FOOD CORP.~~ ~ ~s° t~., _~ z

f; t `< ~gf' f

~ ~~~ '~~~~~~~ ~~~;v~ APPROVAL AND VESTING ORDER~~~~5~^ak~. ~.~p

THIS MOTION, made by BDO Canada Limited ("BDO") in its capacity as the

proposal trustee in these proceedings (the "Proposal Trustee") of the undertaking,

property and assets of Strubs Food Corp. (the "Debtor") for an order, among other

things, approving the sale transaction (the "Transaction") contemplated by an

agreement of purchase and sale (the "Sale Agreement") between the Debtor and

Whyte's Food Corporation Inc. (the "Purchaser") dated June 6, 2012 and appended as

Confidential Appendix "H" to the Second Report of the Proposal Trustee dated June 8,

2012 (the "Report"), and vesting in the Purchaser the Debtor's right, title and interest in

and to the assets described in the Sale Agreement (the "Purchased Assets"), was

heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Report and on hearing the submissions of counsel for the

Proposal Trustee, counsel for Royal Bank of Canada, counsel for Business

Development Bank of Canada, counsel for 1743234 Ontario Ltd., no one appearing for

any other person on the service list, although properly served a~> appears from the

affidavit of Eva Chiu sworn June 11, 2012 filed:

~~b;~i°~~~s~~~+ ~

'2-

1. THIS COURT ORDERS AND DECLARES that the time for service of the notice

of motion, motion record and the Report in respect of this motion be and is hereby

abridged and that the motion is properly returnable today and further that the

requirement for service of the notice of motion and motion record upon interested

parties, other than those already served, is hereby dispensed with and that the service

of the notice of motion, motion record and the Report, as effected by the Proposal

Trustee is hereby validated in all respects.

2, THIS COURT ORDERS AND DECLARES that the Report, and the activities of

the Proposal Trustee as described in the Report, be and are hereby approved.

3. THIS COURT ORDERS AND DECLARES that the Transaction is hereby

approved, and the execution of the Sale Agreement by the Debtor is hereby authorized

and approved, with such minor amendments as the Debtor and the Proposal Trustee

may deem necessary. The Debtor is hereby authorized and directed to take such

additional steps and execute such additional documents as may be necessary or

desirable for the completion of the Transaction and for the conveyance of the

Purchased Assets to the Purchaser.

4. THIS COURT ORDERS AND DECLARES that upon the completion of the Sale

Agreement and delivery of a Proposal Trustee's certificate to the Purchaser

substantially in the form attached as Schedule A hereto (the "Proposal Trustee's

Certificate") and the Purchase Price funds to the Proposal Trustee as provided for

therein, all of the Debtor's right, title and interest in and to the Purchased Assets

described in the Sale Agreement and listed on Schedule B hereto shall vest absolutely

in the Purchaser, free and clear of and from any and all security interests (whether

contractual,. statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts

(whether contractual, statutory, or otherwise), lien~.~, executions, levies, charges, or other

financial or monetary claims, whether or not they have attached or been perfected,

registered or filed and whether secured, unsecured or otherwise (collectively, the

"Claims") including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the Honourable Justice Cumming

dated May 71, 2012; (ii) all charges, security interests or claims evidenced by

cgrsl'7b~1R!)75 ~

-3-

registrations pursuant to the Personal Property Security Acf (Ontario) or any other

personal property registry system (all of which are collectively referred to as the

"Encumbrances") and, for greater certainty, this Court orders that all of the

Encumbrances affecting or relating to the Purchased Assets are hereby expunged and

discharged as against the Purchased Assets.

5. THIS COURT ORDERS that for the purposes of determining the nature and

priority of Claims, the net proceeds from the sale of the Purchased Assets shall stand in

the place and stead of the Purchased Assets, and that from and after the delivery of the

Proposal Trustee's Certificate all Claims and Encumbrances shall attach to the net

proceeds from the sale of the Purchased Assets 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.

6. THIS COURT ORDERS AND DIRECTS the Proposal Trustee to file with the

Court a copy of the Proposal Trustee's Certificate, forthwith after delivery thereof.

7. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Proposal 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.

8. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter i~>sued pursuant

to the Bankruptcy and Insolvency Act (Canada) in respect of the Debtor

and any bankruptcy order issued pursuant to any such applications; and

.cgal' 1{,.18971 3

-4-

(c) any assignment in bankruptcy made in respect of the Debtor;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be

binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and

shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be

deemed to be a settlement, fraudulent preference, assignment, fraudulent conveyance,

transfer at undervalue, or other reviewable transaction under the Bankruptcy and

Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor

shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable

federal or provincial legislation.

9. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from

the application of the Bulk Sales Acf (Ontario).

10. THIS COURT HEREBY REQUESTS the aid and recognition of any court,

tribunal, regulatory or administrative body having jurisdiction in Canada or in the United

States to give effect to this Order and to assist the Proposal Trustee and its agents in

carrying out the terms of this Order. All courts, tribunals, regulatory and administrative

bodies are hereby respectfully requested to make such orders and to provide such

assistance to the Proposal Trustee, as an officer of this Court, as may be necessary or

desirable to give effect to this Order or to assist the Proposal Trustee and its agents in

carrying out the terms of this Order.

11. THIS COURT ORDERS AND DECLARES that Confidential Appendix "F"

through "I" to the Report are hereby sealed until the completion of the Transaction, or

until further order of this Court.

ENTE~i~~ ~T I INSCRIT A TQRONTO

ON / BOQK NO'.lE / DANS LE ~F.G{STRE~O..

JUN 1 8 20

~ cg~l- thasn~s .i

1C%

Schedule A —Form of Proposal Trustee's Certificate

Court File No. 31-1618433

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE PROPOSAL

OF STRUBS FOOD CORP.

PROPOSAL TRUSTEE'S CERTIFICATE

RECITALS

A. Pursuant to a Notice of Intention to make a proposal filed April 27, 2012, BDOCanada Limited was appointed as the proposal trustee (the "Proposal Trustee") of theundertaking, property and assets of Strubs Food Corp. (the "Debtor").

B. Pursuant to an Order of the Court dated June 18, 2012, the Court approved theagreement of purchase and sale made as of June 6, 2012 (the "Sale Agreement")between the Debtor and Whyte's Food Corporation Inc. (the "Purchaser") and providedfor the vesting in the Purchaser of the Debtor's right, title and interest in and to thePurchased Assets, which vesting is to be effective with respect to the Purchased Assetsupon the delivery by the Proposal Trustee to the Purchaser of a certificate confirming (i)the payment by the Purchaser of the Purchase Price for the Purchased Assets; (ii) thatthe conditions to Closing as set out in section 4 of the Sale Agreement have beensatisfied or waived by the Purchaser; and (iii) the Transaction has been completed tothe satisfaction of the Proposal Trustee.

C. Unless othenrvise indicated herein, terms with initial capitals have the meaningsset out in the Sale Agreement.

THE PROPOSAL TRUSTEE CERTIFIES the following:

1. The Purchaser has paid and the Proposal Trustee has received the PurchasePrice for the Purchased Assets payable on the Closing Date pursuant to the SaleAgreement;

.;dal' 7~iA8'i75 3

2. The conditions to Closing as set out in section 4 of the Sale Agreement havebeen satisfied or waived by the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Proposal Trustee.

4. This Certificate was delivered by the Proposal Trustee at [TIME] on[DATE).

BDO Canada Limited, in its capacity asProposal Trustee of the undertaking,property and assets of Strubs FoodCorp., and not in its personal capacity

Per:

1.cga1*7Lg897.~ 3

Name:

Title:

1~U

Schedule B — Purchased Assets

The Purchased Assets include, without limitation:

(a) all machinery, spare parts and maintenance items, pallets, bins, totes, tools, testequipment, computers and software, telephones, furniture and leasehold improvementsof the Debtor wherever such property is located, including, without limitation, theEquipment listed on Exhibit A to this Schedule;

(b) all inventories, finished goods, goods-in-transit, work-in-progress, raw materials,packaging materials, inventory storage containers, in each case on hand, in transit,ordered but not delivered, warehoused or wherever situated, of the Debtor;

(c) copies of all books and records of the Debtor and all files and documentation, inwhatever form, at the expense of the Purchaser;

(d) those contracts, agreements, commitments and orders made by or in favour ofthe Debtor which the Purchaser in its sole and absolute discretion agrees in writing toassume at the Closing;

(e) the list of all customers of the Debtor and all information in the possession of orunder the control of the Debtor relating, in any way, to such customers;

(fl the list of all suppliers of the Debtor and all information in the possession of orunder the control of the Debtor relating, in any way, to such suppliers;

(g) all goodwill of the Debtor;

(h) all accounts receivable of the Debtor at the Closing;

(i) all prepaid expenses of the Debtor; and

(j) all intellectual property rights of the Debtor of whatsoever nature, including,without limitation: (i) all domestic and foreign patents, trademarks, trade names, servicemarks, industrial designs, logos and copyrights used by the Debtor, including thetrademarks listed on Exhibit B, (ii) all trade secrets and confidential information (iii) allInternet domain names and telephone numbers, including, without limitation, the domainnames, strubpickles.ca and strubpickles.com and (iv) all patterns, plans, processes,drawings, technology, inventions, recipes, formulae, specifications, performance data,quality control information, unpatented blueprints, flow sheets, equipment and part lists,instructions, manuals, records and procedures.

i.,~;,i~~a ~x~» a

STRUBS FOOD CORP.

1N THE MATTER OF THE PROPOSAL OF STRUBS FOOD

CORP.

.~ppiFcant

Cour

t File No 31-1618433

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

PROCEEDING COMMENCED AT

TORONTO

APPROVAL AND VESTING ORDER

Cassels Brock ~ Bla

ckwe

ll LLP

2100 Scotia P'aza

40 King St

reet

West

Toro

nto,

ON M5H 3C2

E~eonore Mor

ris LSUC No. 57b18B

Tel:

416.

.869

.535

2Fax: 416.640.3166

emorris@ca

sse;

sbro

ck.c

om

Marc Mercier LSUC No. 35009R

Tel:

416.

869.

5770

Fax:

4 7 6.644.9368

Lawyers fo

r the Proposal Tru

stee

,BDO Canada Limited

Lc4a

l'7e

484'

S

'This is Exhibit "E" referred to in the Affidavit

of Gerry Feldman sworn the 14th day of

August, 2012.

A Commissioner for taking Affidavits

Revised on: August 23, 2010

AMENDED ANA RESTATED PRONIISSORY NUTE NUMBER ONE

CDN. 5289,718.88flueust 20, 2010

Strubs Food Corp. (the "Debtor") hereby acknowledges itself indebted to Martin

Strub (the "Lender") aad unconditionally promises to pay to, or to the order of, the Lender, theprincipal amount of X289,7]8.88 in lawful money of Canada together with interest thereon ashereinafter provided.

Interest shall be payable on the principal amount of this Promissory Noteoutstanding from. time to time (including any overdue interest), both before and after maturity,default and judgment until paid, at a rate per annum equal to 8%. Interest shall accrue daily andcompound monthly in advance. Interest only shall be payable monthly in advance an the 20'~day of each and every month in each and every year from and including the 20~' day of August,20]0 to and including the 20~' day of January, 2011 and thereafter the remaining principal shallbecome due and payable in forty-two (42) equal mont}ily instalments of principal and interest onthe balance outstanding based on the aforesaid interest rate, until repaid,

Notwithstandingthe forcgoingparagraph, provided that:

(i) Debtor makes all of the attached Schedule "A" interest payments on or before the datewhen they become due; and

(ii) . Debtor is in compliance with the attached Schedule "A" principal payments by paymentnumber 25 (to be made on or before September 20a 2012), and thereafter makes allprincipal payments es provided for in Schedule "A" up to and including payment number48; or

(iii) Debtor pays out the entire Reduced Sum (as herein defined) owed to Lender, pursuant tothe attached Schedule "A", at any point prior to the end of the 48 moirths,

the principal amount in the :foregoing paragraph shall be reduced by twenty-five (25%) percentof the original principal sum to X217,289.00 (the "Reduced Sum's with interest at 5%a per annum(the "Reduced Interest Rate'. Furthermore, when calculations are made for any interest and/orprincipal payment under Schedule "A",'the Reduced Sum and Reduced Interest Rste shall beused.

This Promissory Note shall be construed in accordance with a Loan Agreementdated December 22, 2008 as amended by an Assumption, Conf[rmation and AmendingAgreement (the "Loan Documents' between the Debtor and Lendrs. Capitalized terms hereinshall refer to the Loan Documents. An Event of Default under the Loan Documents shall makethis Promissory Note due on demand.

~" . An amortization schedu]e is attached for purposes of illusq~ation relating to theKeduced Sum.

All principal and intemst payable on this Promissory Note shall be payable si tl~eoffice of the Lender at 67 Winston Ave., Hanvlton, Ontario, L8S 257, or as may be otherwisedirected in writing by the T.,ender.

The whole or any part of the principal amount of this Promissory Note, togetherwith any accrued and unpaid interest thereon, may be prepaid by tha Debtor at any time or from

`~ time to time without nonce, bonus or penalty of any kind.

Ttus Promissory Note is issued pursuant to az►d is subject to the laws of theProvince of Ontario and shall be construed, performed and enforced in accordance therewith.

The Debtor hereby waives presentment for payment, notice of non-payment,protest and notice of protest and waives any defences based upon any and all indulgences andfoYberu-annes which may be granted by the Lender to the Debtor at any time.

Notwithstanding Sections 4 and 15 of the Lfmltations Pict, 2002, a claim may babrought ov this Promissory Note at any time within five years from the date on wtvch demandfor payment of the principal amount hereof is made in accordance with the provisions hereof.

-Z-

As continuing security for the due and timely payment and perforaiai►ce by theDebtor of its obligations under ttus Promissory Note, iht Debtor has granted to the bender asecurity interest in any and ell real Viand personal property in which the Debtor now has orhereafter acquires any interest or rights of any nature whatsoever.

STRUBS FOOD CORP.

By:Name: e~ riderTide:Y have uthority to bind the corporation

Strubs debt amortization schedule per the minutes ofi seftlement- Mar~Strub

Payment Interest Principal payment balancenumber payment of debt

Opening balance of reduced principal 217,289{ ~ 812 012 0 1 0 ~ 1 905 217,289

9/2012010 2 905 217,28910/20/2010 3 905 27 7,28911/20!2010 4 905 217,28912/10/2010 5 905 217,2891/20/2011 6 905 217,2892/20/2011 7 905 4,744 212,545

3/20/2011 8 885 4,764 207,781

4120!2011 9 865 4,784 202,997

5l20/2Q11 10 845 4,SO~F 798,193

6/20/2411 11 825 4,824 193,368

7/20/2011 12 805 4,844 188,525

8/20/2011 13 785 4,864 183,667i ~ 9/20/2011 14 765 4,884 178,777

10/20/2011 15 744 4,905 173,87211/20/2011 16 724 4,925 168,94712/20/2011 17 703 4,946 164,0011/20/2012 18 683 4,966 159,0352/20/2012 19 662 4,987 .154,0483/20/2012 20 641 5,008 149,0404/2/2012 21 620 5,429 144,011'5/20/2012 22 600 ,5,050 138,961

~; 6/20/2012 23 578 5,071 133,890~ ~ 7/20/2012 24 557 5,092 128,798

8/20/2012 25 536 5,713 123,6859/20/2012 26 575 5,134 118,551

10/20/2012 27 493 5,156 113,39571/2D/2012 28 472 5,177 108,21812/20/2012 2~ 450 5,199 1D3,019

~~ ~ 1/20/2013 30 429 5,220 97,7992l20I2013 31 407 5,242 92,5573/20/2013 32 385 5,264 87,293

i 4/20/2013 33 363 5,286 82,0075/20/2013 34 341 5,308 76,fi996/20/2013 • 35 319 5,330 71,369 .7/20/2013 36 297 5,352 66;017i ~ 8/20/2013 37 275. 5,375 60,6429/20/2013 38 252 5,397 55,245

10I20l2013 39 230 5,420 49,825j ~ 11/20/2013 40 207 5,442 44,383

12/20/2013 41 184 5,365 ~ 38,9181/20/2014 42 162 5,488 33,4302/20/2014 43 139 5,510 27,9203/20/2014 44 116 5,533 22,3874/20/2014 45 93 ~ 5,556 16,831

` 5120/20141.

46 70 5,580 11,251

!~U

8/20/2014 47 46 5,603 5,6487/20/2094 48. 23 5,848 0 "

This is Exhibit "F" referred to in the Affidavit

of Gerry Feldman sworn the 14th day of

August, 2012.

~~.

A Commissioner for taking Affidavits

f

t~ASSIGNMENT AGREEMENT

Cl t`'Assignment Agreement dated August.Z•~ 2010 made among Martin Strub (khe"Assignor") and 1743234 Ontario Inc. (the "Assignee"}.

RECTTA.LS:

! , (a) Martin Shub agreed to make that certain loan to Strubs rood Corp. upon theLS terms and condifions contained in the Loan Agreement between Strubs Food

Corp. and Martin Shub dated as of December 22, 2008, and which Loan(~ agreement was amended by an Assumption, Confirmation and Amending~ ~ Agreement dated as of august 19, 2010 made by Strubs Food Corp. to and in

favour of Martin Scrub, as lender;

(b) The~Assignor has agreed to assign and sell to the Assignee all.of Ius tight, titleand interest in and to his total Commitment with respect to the Loan, and all~l_ right, tithe and imterest of the Assignor in and to the Loan Documents to the

~ extent relating thereto (the "As$igned X.oan"), and the Assignee has agreed toaccept and purchase the Assigned Loan and assume all liabilities and obligations

I~ of the Assignor in respect of the Assigned Loan (collectively, such assignment,~•-~ sale, purchase and assumption is hereafter referred to as the "Assigmnent'~; and

(c) The Assignor and the Assignee have agreed to enter into this AssignmentAgreement and the Borrower has agreed to acknowledge the Assignment

~~ bn consideration of the foregoing, and the mutual agreements contained herein (receiptand adequacy of which are acknowledged), the parties agree as follows:

Section 1 Defined Terms.

Capitalized terms used in this agreement and not otherwise defined have the meaningsspecified in the Loan Agreement.

Section 2 Conveyance of Interest in Loan.

i_.1 'The Assignor assigns, sells, conveys and transfers to the Assignee all of its undivided

r interest in and to the Assigned Loan as and from this date.i.~

Secfao~a 3 ~2.epresentations, Wa~rrauties and Covenants.

L~ The Assignor represents and warrants to the Assignee that the outstanding principalamount o~the A.ssigaed Loan ins $289,718.88 which remains outstanding.

~.

Section 4 Mutual Release.

The assignment being effective, the Assignor is released from its obligations under theLoan Agreement (to the extent of such assignment) and shall have uo further liabilities ozobliga#ions to the Borrower to such extend

Section 5 Assignee's Aclflaowledgments.

~~ The Assignee aclmowledges and agrees that (i) it has received a copy of the LoanAgreement and the other Loan Documents, (ii) it is bound by all of the terms, conditions and

(~ covenants of the Loan Agreement and the other Loan Documents and entitled to tb~e same rights[ ~ and benefits thereof and subject to the same lirtutahons ~iereunder and under the other Loan

Documents with Commitments equal to the Commitments included in the Assigned Loan, and(iii) ~t has, independently and without reliance upon the Assignor and on the basis of suchdocuments and information as it deems appropriate, made its own credit decision regarding thisAssigmment. Except fox documents referred to in (i) above which the Assignee bas already

(~ received, the Assignor shall not have any duty to provide the Assignee with any credit or otheri 1 information concerning the affairs, financial condition or business of the Borrower or any other

~a ~~ry.

L.1 Section 6 Enurement.

~~ This Agreement shall enure to the benefit of and be binding upon the parties and theirrespective successors and permitted assigns.

The Assignee may, without notice of any kind, sell, assign or transfer all or any part ofr~ the Assigned Loan and, zn such event, .each and every immediate and successive assignee,~ transferee or holder of all. or any part of the Assigned i.oan shall have the right to enforce all of

the Loan Documents (including the Guarantee- referred to in tb,e Assumption, Confirmation and~~ Amending Agreement referred to above) as fully and effectively as if such assignee, transferee or

holder were specifically named herein in place of or togethez~ with the Assignee.

Section 7 Currency.

.All references in ttus Assignment Agreement to dollars, unless otherwise indicated, are~~ expressed in CDN currency.

Section 8 Notices.

~-~~ Unless otherwise specified herein, all notices, requests, demands or othercommunications to ox from the parties hereto.shall be in writing and sha11 be given b~ overnightC~ delivery service, by hand delivery or by telecopy to the addressee at its address set forth below orat such other address as s1~aU be designated by such party in a written notice to the other paztyhereto:

~J

U

(a) i£to Assignor, at:

67 Winston Ave., Hamilton, Ontario, L8S 2S7

(b) if to Assignee, at:

c/o Howard Hanick, 36 Chelford Road, Toronto, Ontario 1vI3B 2E5

Section 9 Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance withthe laws of the Province of Ontario amd the federal laws of Canada applicable therein.

Section 10 Counterparts.

This Agreement may be executed in any number of counterparts and all of suchcounterparts taken together shall be deemed to constitute one end the same instrument

IN WITNESS WHEREOF the parties have executed this Assignment

Witness:

Martin Sh b

1743234 ONTARIO INC.

Per:

~ ~ C

(a) if to Assignor, at:

67 Winston Ave., Hamilton, Ontario, L8S 2S7

(b) if to Assignee, at:

c/o Howard Hanick, 36 Chelford Road, Toronto, Ontario M3B 2B5

Section 9 Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance withthe laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 10 Cownterparts.

This Ageement may be executed in any number of counterparts and all of suchcounterparts taken together shall be deemed to constitute one and the same insfi~nent.

IN WITNESS WHEREOF the parties have executed this Assignment.

Witness:

Martin Strub

1743234 ONTA,RIQ INC.

Per;