Court File and Parties

Court File No.: CV-24-00717340-00CL Date: 20240506 Ontario - Superior Court of Justice – Commercial List

In the Matter of the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended And In the Matter of a Plan of Compromise or Arrangement of Pride Group Holdings Inc. and those Applicants listed on Schedule “A” hereto (each, an “Applicant”, and collectively, the “Applicants”)

Re: Pride Group Holdings Inc. et al., Applicants

Before: Peter J. Osborne J.

Counsel: Leanne Williams, Rachel Nicholson and Puya Fesharaki, for the Applicants Benn Muller, Royal Bank of Canada, in its capacity as Financial Services Agent Stuart Brotman and Daniel Richer, DIP Lenders Anthony Labib, Bank of Nova Scotia Alex Morrison, Monitor Navraj Johal, Pride Group Shaun Parsons, TD Equipment Finance Canada Chris Burr, Kelly Bourrassa and Daniel Loberto, for the Monitor

Heard: May 6, 2024

Endorsement

[1] The Applicants seek an order:

a. approving the Transaction contemplated by an agreement of purchase and sale dated March 11, 2024 in respect of the Bolingbrook Property and related assets described in the Sale Agreement; b. approving the First and Second Reports of the Monitor dated April 4 and April 24, 2024, respectively, together with the activities and conduct of the Monitor described therein; and c. amending and restating the Amended and Restated Initial Order (“ARIO”) dated April 5, 2024, solely to permit the Pride Entities, with the prior approval of the Monitor, the DIP Agent and Affected Lenders, to sell redundant, surplus or non-material Property without prior approval of the Court up to $1 million individually or $12 million in the aggregate.

[2] The Service List has been served. The relief sought today is unopposed by any party, and is strongly supported by the Lenders, including the DIP Agent, and is recommended by the Court-appointed Monitor.

[3] The Applicants rely upon the Third Report of the Monitor dated May 2, 2024 and the Affidavit of the Chief Restructuring Officer, Randall Benson, sworn May 2, 2024. Defined terms in this Endorsement have the meaning given to them in the motion materials and/or the Third Report, unless otherwise stated.

[4] The Bolingbrook Property is surplus real estate. It was publicly listed for sale on January 24, 2024, and therefore pre-filing. Three offers were received. The terms of the transaction were extensively negotiated and ultimately captured in the terms of the Sale Agreement for which approval is sought today.

[5] The Sale Agreement, including the purchase price, is in the public record. No sealing relief is sought or granted.

[6] The Applicants submit, and the Monitor agrees, that the Sale Agreement represents the highest and best value for the Purchased Assets in the circumstances, and is in the best interests of the Pride Entities, their creditors and other stakeholders.

[7] As noted above, the Bolingbrook Property was listed for sale, and indeed the Sale Agreement was entered into, pre-filing. The Sale Agreement was therefore not the product of a Court-approved sales process. I am satisfied that, notwithstanding this, that the sale should be approved, and the Soundair Principles have been met: Royal Bank of Canada v. Soundair Corp., [1991] 2727 (ONCA).

[8] Sufficient effort has been made to get the best price, the interests of all parties have been considered, the efficacy and integrity of the process was maintained, and there has been no unfairness. I am satisfied that, as submitted by the Applicants and recommended by the Monitor, there is no prospect that a higher price or better terms would be achieved by rejecting the proposed agreement before the Court and mandating a court-approved sales process.

[9] I am also satisfied that, as represented to the Court, the proposed purchaser is an arm’s-length party without any relationship whatsoever to any of the Pride Entities, or their principals.

[10] I am also satisfied that the property is surplus to the needs of the Pride Entities and will generate much-needed liquidity in respect of the net sales proceeds, and is therefore in the best interests of all stakeholders.

[11] While not determinative, I am reinforced in my conclusion that the sale is appropriate by the fact that there is no opposition today to the proposed sale. The Sale Agreement is approved.

[12] Similarly, the relief sought in respect of authority to sell surplus Property is appropriate, subject to the proposed thresholds noted above, and I am satisfied that it is in the interest of all stakeholders. There is no intention at this time to distribute net proceeds of sale of any sold surplus Property. That is for another day.

[13] The authority sought today makes good practical sense and should minimize court appearances and therefore professional fees, while maximizing recovery for stakeholders, and ensuring oversight through the required approvals of the Monitor as well as the DIP Agent and Affected Lenders.

[14] Finally, I am satisfied that the First and Second Reports, and the activities of the Monitor described therein, should be, and hereby are approved. The activities are appropriate, reasonable, and consistent with the mandate of the Monitor as set out in the terms of its appointment in the Initial Order.

[15] Orders to go in the form signed by me today. The orders are effective immediately and without the necessity of issuing and entering.

Osborne J. Date: May 6, 2024