/ -- --=- /'/~~co u v~~" 17...1~ ·r ~ ~ ~ No.S209201 : OC1 2 6 2020 C : Registry ~ ~ ~ ~ ~ ~~~E:'Gt5'1'~~~"""'---~ In the Supreme Court of IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

Petitioners

NOTICE OF APPLICATION

Name of applicant: The Petitioners, Mountain Equipment Co-operative ("MEC") and 1314625 Ontario Limited ("131 Limited", together with MEC, the "Petitioners")

To: The Service List attached hereto as Schedule "A"

TAKE NOTICE that an application will be made by the Petitioners to the Honourable Madam Justice Fitzpatrick by MS Teams videoconference on 28/0ct/2020 at 9:00 am for the orders set out in Part 1 below.

Part 1: ORDERS SOUGHT

1. An Order extending the stay of proceedings imposed by the initial order pronounced September 14, 2020 (the "Initial Order"), substantially in the form attached hereto as Schedule "B";

2. An assignment order (the "Second Assignment Order") substantially in the form attached hereto as Schedule "C", which among other things assigns all of the rights and obligations of the Petitioners under the Remaining Lease (defined below) to MEC Canada Inc. (formerly known as 1266524 B.C. Ltd.) (the "Purchaser"), as assignee of 1264686 B.C. Ltd. (the "Original Purchaser").

3. Such further and other relief as this Honourable Court may deem just.

Part 2: FACTUAL BASIS

Background

1. All capitalized terms not otherwise defined herein have the same meaning as given to them in the first affidavit of Philippe Arrata made on 13/Sep/2020 (the "First Arrata Affidavit").

1 2. On September 14, 2020, Madam Justice Fitzpatrick granted the InitialOrder pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. 0-36, as amended (the “CCAA”),granting, among other things, a stay of proceedings in favour of the Petitioners (the “Stay of Proceedings”) until the return date of September 24, 2020.

3. On September 24, 2020, this Court extended the Stay of Proceedings until September 28, 2020, which was subsequently extended until October 2, 2020.

4. On October 2, 2020, this Court made an order approving the Transaction pursuant to the Sale Agreement (the “Sale Approval and Vesting Order”) and an amended and restated initialorder (the “Amended and Restated Initial Order”). Under the Amended and Restated InitialOrder, the Stay of Proceedings was extended to November 3, 2020.

5. On October 21, 2020, this Court made an order (the “Assignment Order”) assigning various contracts to which MEC is a counterparty to the Purchaser (the “Assigned Contracts”).

Assignment of the Remaining Lease

6. Under the Sale Agreement, the Petitioners must use commercially reasonable efforts, as directed by and in cooperation with the Purchaser, to obtain the written consent of the counterparties to the various contracts and leases that are included in the Purchased Assets to the assignment of those contracts to the Purchaser, to the extent the same is required by the terms of those contracts and leases.

7. To the extent that consent cannot be obtained, the Petitioners are required to make an application for an assignment order assigning all of the counterparties’ respective rights and obligations under these agreements to the Purchaser and compelling or deeming the applicable consents to have been provided.

8. The details of the efforts of the Petitioners and the Purchaser to negotiate consents for assignments of various key contracts and leases are set out in the application materials for the Assignment Order.

9. At the hearing for the Assignment Order, counsel for the Petitioners advised the Court that the Petitioners were not seeking assignment of any of the 15 Leases that the Purchaser was maintaining, because it appeared the Purchaser had reached or had nearly reached agreements from the various landlords as to amendments of those leases. 2d 10. With the exception of the lease for the new East Ave Store in Vancouver (the “Remaining Lease”), the Purchaser has confirmed agreements to amend all of the 15 Leases that are being maintained. Given the imminent closing of the Transaction, now scheduled for October 30, 2020, the Petitioners need to bring this application for the Second Assignment Order, which willassign the Remaining Lease to the Purchaser.

CAN_DMS: \135981033\1 2 11. Pursuant to the Sale Agreement, the Purchaser is responsible for the payment of all Cure Costs in relation to the Remaining Lease. However, there are no Cure Costs for the Remaining Lease.

12. The Remaining Lease is for a key retail location for MEC’s business, being one of MEC’s largest stores in a major city. It is a “flagship” store for MEC. The assignment of the Remaining Lease is important for a successful going concern solution for the Petitioners’ business and therefore the preservation of employment for a majority of the Petitioners’ active employees, and the continued and seamless operation of most of the Petitioners’ stores.

13. The Monitor supports this application for the Second Assignment Order. Stay Extension

14. Since the date of the Amended and Restated Initial Order, the Petitioners, in conjunction with the Purchaser, have been working diligently and in good faith to work towards closing the Transaction, including engaging with the counterparties to the various key contracts and leases to obtain consents to assign those contracts to the Purchaser.

15. The Petitioners have continued to communicate with their creditors and stakeholders regarding these proceedings, and their operations and restructuring under the CCAA. These steps include:

(a) meeting and working with the Monitor to facilitate the monitoring of the Petitioners’ business and operations;

(b) continuing the operations and business of MEC; and

(c) working with the Purchaser and the Monitor on the steps required under the Sale Agreement, including obtaining consents from counterparties to key contracts and leases, applying for the Assignment Order, and completing the other tasks required to close the Transaction.

16. In order to complete the Transaction, work with the Purchaser on various post-closing matters including completion of the working capital adjustment process under the Sale Agreement, and work with the Monitor on a claims process or plan of arrangement, the Petitioners need to extend the Stay of Proceedings to January 20, 2021.

17. Counsel for the Petitioners has also been advised that the “SaveMEC” may be seeking to bring a limited appeal for declaratory relief regarding the application of the CCAA to co-operative associations on a prospective basis, which appeal willnot affect the closing of the Transaction.

18. The Petitioners have also been working with the Monitor to prepare an updated cash flow forecast with respect to the proposed extension of the Stay of Proceeding, which will be attached to the Third Report of the Monitor.

CANDMS: \135981033\1 3 19. In the time since the granting of the Amended and Restated InitialOrder, the Petitioners have been and are acting in good faith and with due diligence to maximize the value of their stakeholders and respond to their concerns.

20. The Monitor also supports the extension of the Stay of Proceedings.

Part 3: LEGAL BASIS

1. The Petitioners rely on:

(a) the CCAA;

(b) the Bankruptcy and InsolvencyAct, R.S.C. 1985, c. B-3, as amended (the “BIA”);

(c) Supreme Court CivilRules 8-1 and 13-1;

(d) the inherent jurisdiction of this Honourable Court; and

(e) such further and other legal bases and authorities as counsel may advise and this Honourable Court may permit.

Assignment of the Remaining Leases

2. Section 11.3(1) of the CCAAauthorizes the Court to make an order assigning the rights and obligations of a debtor company under an agreement to any person specified by the Court and agreeable to the assignment, provided that none of the exclusions in section 11.3(2) apply.

3. Under section 11.3(3), in deciding whether to make the assignment order, the Court is to consider, among other things, the followingfactors:

(a) whether the monitor approved the proposed assignment;

(b) whether the person to whom the rights and obligations are to be assigned would be able to perform the obligations; and

(c) whether it would be appropriate to assign the rights and obligations to that person.

The Monitor supports the granting of the Assignment Order

4. The Monitor’s opinion on the appropriateness of the Second Assignment Order under s. 11.3 of the CCAA is set out in its Third Report.

The Purchaser is willingand able to perform the Remaining Lease

5. The Petitioners are of the view that the Purchaser is able to perform the obligations under the Remaining Lease. The Purchaser has provided a letter with certain projected financial information for the Purchaser and other relevant information which was attached as an Appendix to the Second Report of the Monitor.

CAN_DMS: \135981033\1 4 6. Further, as noted above, a large number of counterparties have provided consents to assign or amend their respective contracts or leases, including the landlords for 14 of the 15 leased locations that the Purchaser is maintaining.

It is arpropriate to grant the Assignment Order in the circumstances

7. With respect to whether it is appropriate to make the Assignment Order, prior to the enactment of section 11.3, the Courts would rely on the general power under section 11 of the CCAA to assign agreements over the objections of counterparties, where such assignment was important to the reorganization process, with care being taken not to unnecessarily affect third party rights or inappropriately impose on counterparties.

Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership, 2014 BCSC 945, para. 107 Nexient Learning Inc. (Re), [2009] O.J. No. 5507 (S.C.J.), paras. 56-58

8. This Court has held that the effect of the enactment of section 11.3 was to codify what had been the general approach to assignment issues. That general approach considered the twin goals of assisting the reorganization process, while also treating the counterparties fairly and equitably.

Veris Gold Corp. (Re), 2015 BCSC 1204, paras. 56-58

9. In Re TBS Acquireco Inc., in considering whether to assign the subject contracts and leases under section 11.3, the Court noted that a large number of consents has been obtained, and the assignment of the remaining leases and contracts would result in the greatest number of stores and the continued employment of the greatest number of people.

Re TBS Acquireco Inc., 2013 ONSC 4663, para. 25

10. In this case, it is appropriate to grant the Second Assignment Order because, among other things:

(a) The Petitioners’ business will be carried on with minimal disruption and with optimal likelihood of success. Although the assignment of the Remaining Lease is not an actual condition for the closing of the Transaction, this lease is for MEC’s flagship location in Vancouver, which is a very important store for the continued operation and success of the business by the Purchaser;

(b) Based on information received from the Purchaser, it is and will be able to comply with the covenants and obligations under the Remaining Lease;

(c) Absent the assignment of the Remaining Lease, the obligations with respect to the same will be stranded with the Petitioners as unsecured liabilities, the net proceeds will be insufficient to satisfy such obligations in full, and the recovery of all other unsecured creditors will be diminished; and

CAN_DMS:\135981033\1 5 (d) There are no Cure Costs for the Remaining Lease.

11. In addition:

(a) No amendments are being sought in respect of the Remaining Lease pursuant to the proposed Second Assignment Order;

(b) The Remaining Lease does not include any eligible financial contracts, contracts entered into post-filingor collective agreements; and

(c) The Petitioners intend to provide the landlord to the Remaining Lease with notice of the application to assign the Remaining Lease.

12. In the circumstances the Petitioners submit that the non-exhaustive considerations under section 11.3(3) have been met, and this Court should exercise its discretion to assign the Remaining Lease to the Purchaser, as the Purchaser has demonstrated its ability to perform such contracts for the ultimate benefit of the Petitioners’ stakeholders, including this landlord.

Extension of the Stay of Proceedings is Appropriate

13. Section 11.02(a) of the CCAAprovides that the Petitioners may apply for an extension of the Stay of Proceedings for a period that the court considers necessary on any terms that the court may impose. Subsection 11.02(3) of the CCAA provides that the court shall not make the order extending the Stay of Proceedings unless:

(a) the applicant satisfies the court that circumstances exist that make the order appropriate; and

(b) in the case of an order under subsection (2), the applicant also satisfies the court that the applicant has acted, and is acting, in good faith and with due diligence.

14. The Petitioners have been working in good faith and with due diligence to advance these CCAA proceedings.

15. Extending the Stay of Proceedings to January 20, 2021, is appropriate and necessary so that the Petitioners, in conjunction with the Monitor,the Purchaser and the Lenders, can close the Transaction, attend to post-closing matters, and work on a claims process or plan of arrangement with the Monitor.

CAN_DMS: \135981033\1 6 Part 4: MATERIAL TO BE RELIED ON

1. Affidavit #1 of Philippe Arrata, made 13!Sep/2020;

2. The Second Report of the Monitor, dated 1910ct12020;

3. The Third Report of the Monitor, to be filed;

4. Affidavit #3 of Philippe Arrata, made 1510ct12020;

5. Affidavit #4 of Philippe Arrata, made 2610ct12020;

6. The pleadings and other materials filed herein; and

7. Such further and other material as this Honourable Court may accept.

The applicants estimate that the application willtake 30 minutes.

This matter is within the jurisdiction of a master.

This matter is not within the jurisdiction of a master.

TO THE PERSONS RECEIVING THIS NOTICE OF APPLICATION: Ifyou wish to respond to this notice of application, you must, within 5 business days after service of this notice of application or, ifthis application is brought under Rule 9-7, within 8 business days after service of this notice of application,

(a) file an application response in Form 33,

(b) file the original of every affidavit, and of every other document, that:

(i) you intend to refer to at the hearing of this application, and

(ii) has not already been filed in the proceeding, and

(c) serve on the applicant 2 copies of the following, and on every other party of record one copy of the following:

(i) a copy of the filed application response;

(ii) a copy of each of the filed affidavits and other documents that you intend to refer to at the hearing of this application and that has not already been served on that person;

(iii) if this application is brought under Rule 9-7, any notice that you are required to give under Rule 9-7 (9).

CAN_DMS: \135981033\1 7 ______

Norton Rose Fulbright Canada LLP per:

Date: 26/Oct/2020

applicant lawyer for applicants

fr Howard A. Gorman, Q.C.

To be completed by the court only: Order made

LI in the terms requested in paragraphs of Part 1 of this notice of application LI with the followingvariations and additional terms:

Date: Signature of LIJudge LIMaster

APPENDIX

THIS APPLICATION INVOLVES THE FOLLOWING:

discovery: comply with demand for documents discovery: production of additional documents other matters concerning document discovery extend oral discovery other matter concerning oral discovery LI amend pleadings LI add/change parties summary judgment summary trial service mediation LI adjournments

CAN DMS: \135981033\1 8 proceedings at trial case plan orders: amend case plan orders: other experts

CAN_DMS:\135981033\1 9 Schedule “A”

No. S-209201 Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENTACT, R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAINEQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED Petitioners

STAY EXTENSION SERVICE LIST

Norton Rose Fulbright Canada LLP Alvarez & Marsal Canada Inc. 1800—510 West Georgia Street 1680—400 Burrard Street Vancouver, BC V6B 0M3 Vancouver, BC V6C 3A6

Attention: Howard A. Gorman, Q.C. Attention: Todd Martin Scott M. Boucher Vicki Chan Marianna Lee Email: howard.gormannortonrosefulbright.com Nishant Virmani scott. bouchernortonrosefulbright.com alexander.schmitt©nortonrosefulbright.com Email: [email protected] krystal.shayler©nortonrosefulbright.com [email protected] [email protected] Tel: 604-687-6575 nvirmani@alvarezandmarsal. corn

Counsel for the Petitioners, Mountain Tel: 1-844-768-8244 Equipment Co-operative and 1314625 Ontario Limited Monitor

Cassels Brock & Blackwell LLP Dentons Canada LLP 2200 - 885 West Georgia Street 2000 — 250 Howe Street Vancouver, BC V6C 3E8 Vancouver, BC V6C 3R8

Attention: Mary l.A. Buttery, Q.C Attention: John R. Sandrelli H. Lance Williams Valerie Cross

Email: [email protected] Email: [email protected] [email protected] [email protected] [email protected] emma. newbery@dentons. corn miriam.dominguezdentons.com Tel: 604-691-6100 Tel: 604-687-4460

Counsel for the Monitor Counsel for Royal Bank of Canada as Alvarez &Marsal Canada Inc. administrative agent and collateral agent under the Updated Credit Agreement -2-

FTI Consulting Fasken Martineau DuMoulin LLP 1450 —701 West Georgia Street 2900 — 550 Burrard Street Vancouver, BC V7Y 1B6 Vancouver, BC V6C 0A3

Attention: Tom Powell Attention: Kibben Jackson Mike Clark Dylan Chochia

Email: Tom.Powellfticonsulting.com Email: kjacksonfasken.com Mike.ClarkfticonsuIting.com [email protected]

Tel: 604-484-9525 Tel: 604-631-3131

Financial Advisor to the Royal Bank of Canada as Counsel for Kingswood Capital Management administrative agent and collateral agent under LP and 1264686 B.C. Ltd the Updated Credit Agreement

Camelino Galessiere LLP Kirryn Hashmi 6 Adelaide Street East, Suite 220 Legal Counsel , ON M5C 1H6 First Capital Realty Inc. 85 Hanna Avenue, Suite 400 Attention: Linda Galessiere Toronto, ON M6K 3S3 Jessica Wuthmann Email: kirryn.hashmifcr.ca Email: lgalessierecglegal.ca jwuthmanncgIegaI.ca Tel: 416.216.2083

Tel: 416-306-3827

Counsel for RioCan Reit Counsel for First Capital Realty Inc.

David Fenrich Gowling WLG (Canada) S.E.N.C.R.L., s.r.l. Legal Counsel 1, Place Ville Marie, bureau 3700 The Cadillac Fairview Corporation Limited Montréal QC H3B 3P4 410 —609 Granville Street P.O. Box 10317 Attention: François Viau Vancouver, BC V7Y 1E8 Email: francois.viaugowIingwIg.com Email: [email protected] Tel: 514-392-9530 Tel: 604-638-3366 Counsel for Les Galeries de Ia Capitale Counsel for The Cadillac Fairview Holdings Inc., managed by Oxford Properties Corporation Limited Group -2-

Victory Square Law Office LLP WeirFoulds LLP #710—777 Hornby Street 66 Wellington Street West, Suite 4100 Vancouver, BC V6Z 1S4 P.O. Box 35, TD Bank Tower Toronto, ON M5K1B7 Attention: Cohn Gusikoski Attention: Philip Cho Email: cgusikoskivslo.ca Email: [email protected] Tel: 604-602-7984 Tel: 416-619-6296 -and - and -

Nathanson Schachter & Thompson LLP Clark Wilson LLP Suite 750 - 900 Howe Street 900 — 885 West Georgia Street Vancouver, BC V6Z 2M4 Vancouver, BC V6C 3H1

Attention: Peter J. Reardon Attention: Christopher Ramsay Katie Mak Email: [email protected] Email: [email protected] Tel: 778.328.8940 [email protected] [email protected] [email protected]

Tel: 604-687-5700 Counsel for Kevin Harding and certain other co-operative members Counsel for Plateau Village Properties Inc.

McCarthy Tétrault LLP Goodmans LLP 66 Wellington Street West Bay Adelaide Centre Suite 5300, TD Bank Tower Box 48 333 Bay Street, Suite 3400 Toronto, ON M5K 1E6 Toronto, ON M5H 2S7

Attention: Heather Meredith Attention: Bradley Wiffen James Klein Alexander Steele Email: bwiffengoodmans.ca

Email: hmeredithmccarthy.ca Tel: 416-979-2211 jkleinmccarthy.ca [email protected] Crestpoint Real Estate Investments Ltd., Tel: 416-362-1812 as authorized asset manager on behalf of 0965311 B.C. Ltd. Counsel for Concert Realty -2-

Department of Justice — Nova Scotia Borden Ladner Gervais LLP 6th floor, 1690 Hollis Street 1200-200 Burrard Street Halifax, NS B3J 3J9 Vancouver, BC V7X 1T2

Attention: Pamela Branton Attention: Ian Graf Senior Solicitor Legal Services Division Email igrafblg.com

Email: pamela. [email protected] Tel: 604-640-4121 [email protected] [email protected]

Tel: 902-424-7244

Counsel for Department of Justice Counsel for Southern Railway of British (Nova Scotia) Columbia Limited

Lax O’Sullivan Lisus Gottlieb LLP The Tax and Revenue Administration Suite 2750, 145 King Street West 9811 - 109 Street Toronto, ON M5H 1J8 , AB TSK 2L5

Attention: Matthew P. Gottlieb Attention: Tessi Midiburo, Andrew Winton Senior Compliance Officer Ryann Atkins Email: TBF.SCOgov.ab.ca Email: mgottlieb©lolg.ca awintonlolg.ca Tel: 780-644-4230 [email protected] [email protected] Her Majesty The Queen In Right of The Province of Alberta as represented by The Tel: 416-598-1744 Minister of Finance (Income Tax)

- and - Elliot H. Bridgewater 3232 Morley Trail NW McEwan Cooper Dennis LLP , AB T2M 4H2 900 — 980 Howe Street Vancouver, BC V6Z 0C8 Email: ehbbridgewaterlaw.ca

Attention: J. Kenneth McEwan, QC. Tel: 403-703-9821 William Stransky

Email: [email protected] wstransky@mcewanpartners. corn

Tel: 604-283-7740 Counsel for BC Coop Association and Counsel for Midtown Plaza Inc. Cooperatives and Mutuals Canada -2-

Environment Legal Services Nite Ize, Inc. Department of Justice — Government 5660 Central Avenue of Canada Boulder, CO 80301 1869 Upper Water St., Suite AH2O1 Halifax, NS B3J 1S9 Attention: Clint Todd, Chief Legal Officer Attention: J’G. (Jim) Rossiter, Q.C. Email: [email protected] Email: [email protected] Tel: 303-962-0532 Tel: 902-830-2927

Counsel for Parks Canada Agency Counsel for Nite Ize, Inc.

Bison Transport Blaney McMurtry LLP 1001 Sherwin Road 1500—2 Queen Street East , MB R3H 0T8 Toronto, ON M5C 3G5

Attention: Scott Griffiths, Attention: John C. Wolf Senior Credit Specialist Brendan Jones

Email: sgriffithsbisontransport.com Email: [email protected] bjonesblaney.com Tel: 204-833-0277 Tel: 416-593-1221 Bison Transport Counsel for bclMC Realty Corporation

Sports Industry Credit Association Jean Cloutier 245 Victoria Avenue, Suite 800 Lanctôt [tee Westmount (Quebec) H3Z 2M6 5290 Boul. Thimens Montréal, QC H4R 2B2 Attention: William Anidjar Brian Dabarno Email: [email protected]

Email: [email protected] Tel: 514-815-7729 [email protected]

Tel: 514-931-5561 ext: 223

Jay Ferm David Harvey 2402 Vondron Road Burlington, Ontario Madison, WI 53718 Email: dharvey6gmaiI.com Email: [email protected] -2-

Ocean Trailer Paine Edmonds LLP 9076 River Road 1100 - 510 Burrard Street Delta, BC V4G 1B5 Vancouver, BC V6C 3A8 Attention: Margaret Watson Attention: Kathryn R. Taylor Email: [email protected] Email: [email protected] Tel: 778-945-3827 Tel: 604-952-2356

Counsel for Brandon Soo Beedie Development Limited Partnership (101 East 2 Avenue, Vancouver) do Beedie Development Group 3030 Gilmore Diversion Burnaby, BC V5G 3B4 Attention: VP, Asset Management

Attention: Katie Maslechko Rob Fiorventio Taylor Archer

Email: [email protected] [email protected] [email protected] Schedule “B”

No. S209201 Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

Petitioners

ORDER MADE AFTER APPLICATION

BEFORE 28IOc2020 JUSTZPATRlCK )

ON THE APPLICATION OF the Petitioners, coming on for hearing by MS Teams videoconference on this date; AND ON HEARING Howard A. Gorman, Q.C. and Scott M. Boucher, counsel for the Petitioners, and those other counsel listed in Schedule “A” attached hereto; AND UPON READING the material filed, including the Affidavit #1 of Philippe Arrata made 13/Sep/2020, the Affidavit #4 of Philippe Arrata made 26/0ct12020, and the Third Report of the Monitor dated V/Oct12020; AND PURSUANT TO the Companies’ Creditors Arrangement Act, R.S.C. 1985 c. C-36 as amended (the “CCAA”),the British Columbia Supreme Court Civil Rules and the inherent jurisdiction of this Court;

THIS COURT ORDERS AND DECLARES that:

1. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order pronounced by the Honourable Madam Justice Fitzpatrick in the within proceedings on September 14, 2020 (the “Initial Order”), provided that in the event of any conflict between the terms of the Initial Order and this Order, the terms of this Order shall govern to the extent of such conflict.

2. The Stay Period provided for in the Initial Order is hereby extended from November 3, 2020 until January 20, 2021.

3. Endorsement of this Order by counsel appearing, other than counsel for the Petitioners, is hereby dispensed with. 2

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of party lawyer for the Petitioners

Scott M. Boucher

By the Court.

Registrar 3

SCHEDULE “A” — List of Counsel

COUNSEL NAME OF PARTY(IES) REPRESENTED

John Sandrelli Royal Bank of Canada as administrative agent

. and collateral agent under the Updated Credit Valerie Cross Agreement

H. Lance Williams The Monitor, Alvarez & Marsal Canada Inc.

Dylan Chochla Kingswood Capital Management LP and

. 1264686 B.C. Ltd. Kibben Jackson No. S209201 Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENTACT R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

Petitioners

ORDER MADE AFTER APPLICATION

NORTON ROSE FULBRIGHT CANADA LLP Barristers & Solicitors 1800—510 West Georgia Street Vancouver, BC V6B 0M3 Attention: Howard A. Gorman, Q.C.

Agent: West Coast Title Search

SCB/ker FiIe# 1001118436 Schedule “C”

No. S209201 Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

PETITIONERS

ORDER MADE AFTER APPLICATION

(Assignment Order)

ON THE BEFORE THE HONOURABLE MADAM 2810ct12020 JUSTICE FITZPATRICK

APPLICATION OF the petitioners, Mountain Equipment Co-operative and 1314625 Ontario Limited (together, the “Petitioners”) coming on for hearing by MS Teams videoconference at Vancouver, British Columbia on 28/Oct12020 AND ON HEARING Howard A. Gorman, Q.C. and Scott M. Boucher, counsel for the Petitioners, and those other counsel listed in Schedule “A” attached hereto; AND UPON READING the material filed, including the First Affidavit of Philippe Arrata made 13/Sep/2020 (the ‘First Arrata Affidavit”), the Fourth Affidavit of Philippe Arrata made 23f0ct12020, the Third Report of the Monitor dated V/Oct12020; AND PURSUANT TO the Companies’ Creditors Arrangement Act, R.S.C. 1985 c. C-36 as amended (the “CCAA”), the British Columbia Supreme Court Civil Rules and the inherent jurisdiction of this Honourable Court;

THIS COURT ORDERS AND DECLARES THAT:

1. The time for service of the Notice of Application dated October 26, 2020 and supporting materials is hereby abridged such that the Notice of Application is properly returnable today and hereby dispenses with further service thereof.

2. Any capitalized term used and not defined herein shall have the meaning ascribed to it in the Asset Purchase Agreement dated September 11, 2020 (the “Sale Agreement”) between the Petitioners, as vendor, and 1264686 B.C. Ltd. (the ‘Original Purchaser”), as purchaser (a copy of which is attached as Exhibit “P’ to the First Arrata Affidavit), or the Approval and Vesting Order dated October 2, 2020 (the “Approval and Vesting Order”), as applicable.

CAN_DMS: \135584868 1 3. Pursuant to section 11.3 of the CCAA, immediately upon the delivery of the Monitor’s certificate as contemplated the Approval and Vesting Order, all of the rights and obligations of the Petitioners under the real property lease listed in Schedule “B” hereto, including all associated or related agreements, schedules, appendices, addenda, amendments, supplements, restatements or other modifications (the “Real Property Lease”) shall be assigned, conveyed and transferred to MEC Canada Inc. (formerly known as 1266524 B.C. Ltd.) (the “Purchaser”).

4. Upon delivery of the Monitor’s Certificate, the Purchaser shall be entitled to all of the rights and benefits and subject to all of the obligations and restrictions as tenant pursuant to the terms of the Real Property Lease and registrations thereof and may enter into and upon and hold and enjoy each of the premises contemplated by the Real Property Lease and, if applicable, any renewals thereof, for its own use and benefit, all in accordance with the terms of the Real Property Lease, without any interruption from the Petitioners, the landlord under the Real Property Lease or any person whomsoever claim through or under the Petitioners or the landlord under the Real Property Lease.

5. The assignment of the Real Property Lease to the Purchaser is valid and binding upon the counterparty to the Real Property Lease (the “Counterparty”), notwithstanding any restriction or prohibition contained in the Real Property Lease relating to the assignment thereof, including, but not limited to, any provision requiring the consent of any party to the transfer, conveyance, or assignment of the Real Property Lease.

6. The assignment and transfer of the Real Property Lease shall further be subject to the provision of this Court’s Approval and Vesting Order directing that the Petitioners’ rights and obligations under the Real Property Lease shall vest absolutely in the Purchaser free and clear of all Encumbrances other than the Permitted Encumbrances (as such terms are defined in the Approval and Vesting Order).

7. Neither the Counterparty, nor any other person, upon the assignment and transfer to, and assumption by, the Purchaser of the Real Property Lease hereunder shall make or pursue any demand, Claim, action or suit or exercise any right or remedy (including any termination rights) under the Real Property Lease against the Purchaser relating to:

(a) any defaults thereunder relating to the assignment of the Real Property Lease;

(b) the Petitioners having sought or obtained relief under the CCAA;

(c) the insolvency of the Petitioners; or

(d) any failure by the Petitioners to perform a non-monetary obligation under the Real Property Lease;

and the Counterparty and other parties shall be forever barred and estopped from taking such action. For greater certainty, nothing herein shall limit or exempt the Purchaser in

CAN_DMS: \135584868 2 respect of obligations accruing, arising or continuing after the date hereof, under the Real Property Lease other than in respect of items (a) through (d) above.

8. The Cure Costs of the Real Property Lease shall be in the amount set out in Schedule “B” hereto and, upon Closing, the Purchaser shall pay the Cure Costs as set out therein with respect to the Real Property Lease, in full and final satisfaction of any Cure Costs owing to the Counterparty by no later than the day that is the later of: (i) five (5) business days following delivery of the Monitor’s Certificate to the Purchaser; and (ii) five (5) business days from the date that the Purchaser receives wire remittance instructions or other payment instructions from the Counterparty.

9. The Petitioners shall send a copy of this Order to the Counterparty. The Petitioners shall provide notice to the Counterparty as of the date of this Order in the event that, prior to closing of the Sale Transaction, the Real Property Lease is subsequently added as an Excluded Contract (as the term is defined in the Sale Agreement) and the Counterparty shall thereby be removed from Schedule “B” without the need for further court order.

10. The Monitor is hereby authorized and directed to take such actions as it deems necessary or appropriate in the circumstances to assist the Petitioners in the assignment and transfer of the Real Property Lease.

11. Notwithstanding:

(a) the pendency of these proceedings;

(b) any petitions for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (Canada) (the “BIA”) in respect of either of the Petitioners and any bankruptcy order issued pursuant to any such petitions; or

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

the assignment of the Real Property Lease in and to the Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy or receiver that may be appointed in respect of any of the Petitioners and shall not be void or voidable by creditors of any of the Petitioners, nor shall it constitute or be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable transaction under the B/A 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.

12. This Order shall have full force and effect in all provinces and territories in Canada.

13. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Petitioners, the Monitor, and their respective agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby

CAN_DMS: 135584868 3 respectfully requested to make such orders and to provide such assistance to the Petitioners, or the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Petitioners, and the Monitor and their respective agents in carrying out the terms of this Order.

14. The Petitioners, the Purchaser, the Monitor, and the Counterparty may apply to this Court for advice and direction, or to seek relief in respect of any matters arising from or under this Order, including without limitation, as necessary, to effect the transfer of the Real Property Lease (including any transfer of title registrations in respect of the Real Property Lease), the interpretation of this Order or the implementation thereof, and for any further order that may be required, on notice to any party likely to be affected by the order sought or on such notice as this Court requires.

15. Endorsement of this Order by counsel appearing on this application, other than counsel for the Petitioners, is hereby dispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of party lawyer for the Petitioners

Scott M. Boucher

By the Court.

Registrar

CAN_DMS: 135584868 4 SCHEDULE “A” — List of Counsel

COUNSEL NAME OF PARTY(IES) REPRESENTED

Mary IA. Buttery, Q.C. The Monitor, Alvarez & Marsal Canada Inc. H. Lance Williams

John Sandrelli Royal Bank of Canada as administrative agent and collateral agent under the Updated Credit Valerie Cross Agreement

Dylan Chochla Kingswood Capital Management LP and the

. Purchasers Kibben Jackson

CAN_DMS: \135584868 5 SCHEDULE “B” — The Real Property Lease and Cure Costs

No. Name of Agreement Counterparty Cure Costs (Cdn$)

1. Ground Lease, dated December 30, 2015, Beedie Development Limited $0 between Beedie Development Limited Partnership Partnership (as landlord) and MEC (as tenant) in respect of certain lands and premises located at 101 East 2nd Avenue, Vancouver, British Columbia, V5T 1B4, Canada.

CAN_DMS: \135584868 6 No. S209201 Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENTACT, R.S.C. 1985, c. 0-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

Petitioners

ORDER MADE AFTER APPLICATION

NORTON ROSE FULBRIGHT CANADA LLP

Barristers & Solicitors 1800—510 West Georgia Street Vancouver, BC V6B 0M3 Attention: Howard A. Gorman, Q.C. Filing Agent: West Coast Title Search

SCB/ker Matter# 1001118436

CAN_DMS: \135584868 7 No. S209201 Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENTACT, R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF MOUNTAIN EQUIPMENT CO-OPERATIVE AND 1314625 ONTARIO LIMITED

Petitioners

NOTICE OF APPLICATION

NORTON ROSE FULBRIGHT CANADA LLP Barristers & Solicitors 1800—510 West Georgia Street Vancouver, BC V6B 0M3 Attention: Howard A. Gorman, Q.C.

SCB!ker Matter# 1001118436

CAN_DMS: \135981033\1 13