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Full title: Exhibit List, Witness List (Filed By Janet S Casciato-Northrup ).(Related document(s):[874] Notice) (McIntyre, Heather)

Document posted on Sep 16, 2021 in the bankruptcy, 37 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026);Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods (USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661).Facsimile: (713) 759-6834 ATTORNEYS FOR CHAPTER 7 TRUSTEE, JANET S. NORTHRUP CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Exhibit and Witness List, including all exhibits, has been served on all parties in interest entitled to received notice by electronic means via the Court’s CM/ECF system on September 17, 2021.As you are aware, we are counsel to Stellex/CF Buyer (US) LLC (the “Buyer”), the purchaser of the Assets under that certain Asset Purchase Agreement, dated as of April 29, 2021, by and between the Sellers and the Buyer (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, together with all exhibits and schedules thereto, the “APA”).1 Reference is made to that certain Order Authorizing Country Fresh Holdings Company Inc. and its Affiliated Debtors to (I)In accordance with the Sale Order, including paragraph 24 thereof, within two (2) Business Days after the chapter 7 trustee (the “Trustee”) receives this notice, the Trustee, on behalf of the Debtors, shall file a notice on the docket and provide notice to the counterparty to each Desired Agreement, and its counsel, if known, of the intent to assume and assign such Desired Agreement, which notice shall include, among other things, a deadline of no less than ten (10) Business Days from the date of service of such notice to object to the assumption and assignment of such Desired Agreement.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: § § COUNTRY FRESH HOLDING § COMPANY, INC., et. al.1 § Case No.: 21-30574 § Debtors. § § Jointly Administered EXHIBIT AND WITNESS LIST Bankruptcy Case No. 21-bk-30574 Debtor: Country Fresh Holding Company, Inc., et al. Witness(es): 1. Any rebuttal witnesses; and Bankruptcy Judge: Marvin Isgur 2. Any person designated as a witness by Case Manager: LinhThu Do any other party. Hearing Date: September 20, 2021 Hearing Time: 1:30 p.m. Party’s Name: Janet S. Northrup, Chapter 7 Trustee Attorney’s Name: Heather Heath McIntyre Attorney’s Phone: (713) 759-0818 Nature of Proceeding: 1. Notice of Intent to Assume and Assign Certain Executory Contracts and Unexpired Leases [Dkt. No. 874] 1 The Debtors in these Chapter 7 cases and the last four digits of each Debtors’ taxpayer identification number are as follows: Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026); Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods (USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661). The Debtors’ principal place of business is 3200 Research Forest Drive, Suite A5, The Woodlands, TX, 77381.

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Exhibits
Table 1 on page 2. Back to List of Tables
Ex. # Description Offered Objection Admitted/
Not
Admitted
Disposition
1. Notice of Exercise of Designation
Rights from Counsel for Stellex/CF
Buyer (US) LLC dated July 23, 2021
2. Notice of Exercise of Designation
Rights from Counsel for Stellex/CF
Buyer (US) LLC dated July 26, 2021
3. Notice of Intent to Assume and Assign
Certain Executory Contracts and
Unexpired Leases [Dkt. No. 874]
(21 pages)
The Trustee reserves any and all rights to amend the Exhibit and Witness List, to call any witnesses designated by any other party, and use any other exhibit designated by any other party to the hearing. DATED: September 17, 2021. Respectfully submitted, /s/ Heather Heath McIntyre Wayne Kitchens TBN 11541110 wkitchens@hwa.com Heather McIntyre TBN 24041076 hmcintyre@hwa.com HUGHESWATTERSASKANASE, LLP Total Plaza 1201 Louisiana, 28th Floor Houston, Texas 77002 Telephone: (713) 759-0818 Facsimile: (713) 759-6834 ATTORNEYS FOR CHAPTER 7 TRUSTEE, JANET S. NORTHRUP CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Exhibit and Witness List, including all exhibits, has been served on all parties in interest entitled to received notice by electronic means via the Court’s CM/ECF system on September 17, 2021. /s/ Heather Heath McIntyre Heather Heath McIntyre

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EXHIBIT 1

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CAREY D. SCHREIBER (212) 294-3547 CSchreiber@winston.com July 23, 2021 VIA ELECTRONIC MAIL Janet S. Casciato-Northrup, Chapter 7 Trustee of the Debtors Hughes Watters Askanase LLP 1201 Louisiana Street, Suite 2800 Total Plaza Houston, Texas 77002 Email: jasn@hwa.com Country Fresh Holding Company Inc. 3200 Research Forest Drive, Suite A5 The Woodlands, TX 77381 Attention: William Anderson Email: William.anderson@freshfoodgroup.com; William.andersen@ffgtransition.onmicrosoft.com Re: Notice of Exercise of Designation Rights Dear Ms. Northrup and Mr. Anderson: As you are aware, we are counsel to Stellex/CF Buyer (US) LLC (the “Buyer”), the purchaser of the Assets under that certain Asset Purchase Agreement, dated as of April 29, 2021, by and between the Sellers and the Buyer (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, together with all exhibits and schedules thereto, the “APA”).1 Reference is made to that certain Order Authorizing Country Fresh Holdings Company Inc. and its Affiliated Debtors to (I) Sell Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (II) Authorizing and Approving the Debtors’ Performance Under the APA, (III) Authorizing and Approving the Assumption and Assignment of Certain of the Debtors’ Executory Contracts, Unexpired Leases, and Permits Related Thereto, and (IV) Granting Related Relief [Docket No. 437] (as may be amended, supplemented, or otherwise modified from time to time, the “Sale Order”). In accordance with the Buyer’s rights under Section 2.6 and Section 2.7 of the APA and the Sale Order, the Buyer hereby designates each Contract and Lease set forth on Schedule 1 attached hereto as a Desired Contract or a Desired Lease, as applicable (collectively, the “Desired Agreements”). 1 Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the APA or the Sale Order, as applicable.

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July 23, 2021 Page 2 The Desired Agreements shall not be considered to be assumed by the Sellers and assigned to the Buyer until the Assumption Effective Date. Under no circumstance will the Buyer be liable in any fashion with respect to the Desired Agreements prior to the Assumption Effective Date other than as expressly set forth in the APA or Transition Services Agreement. In accordance with the Sale Order, including paragraph 24 thereof, within two (2) Business Days after the chapter 7 trustee (the “Trustee”) receives this notice, the Trustee, on behalf of the Debtors, shall file a notice on the docket and provide notice to the counterparty to each Desired Agreement, and its counsel, if known, of the intent to assume and assign such Desired Agreement, which notice shall include, among other things, a deadline of no less than ten (10) Business Days from the date of service of such notice to object to the assumption and assignment of such Desired Agreement. Very truly yours, Carey D. Schreiber cc: via Electronic Mail: Foley & Lardner LLP 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Attention: Eunice Song and John Melko Email: esong@foley.com; jmelko@foley.com Stellex CF/Buyer (US) LLC c/o Stellex Capital Management LLC 900 Third Avenue, 25th Floor New York, NY 10022 Attention: Trey Lee Email: tlee@stellexcapital.com Winston & Strawn LLP 200 Park Avenue New York, NY 10166 Attn: Jennifer C. Kurtis Email: jkurtis@winston.com

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July 23, 2021 Page 3 Counsel to Chapter 7 Trustee of the Debtors Hughes Watters Askanase LLP 1201 Louisiana Street, Suite 2800 Total Plaza Houston, Texas 77002 Attention: Wayne Kitchens and Heather McIntyre Email: jwk@hwallp.com; HMcIntyre@hwallp.com

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Schedule 1 Desired Agreements

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Table 1 on page 8. Back to List of Tables
COUNTERPARTY DEBTOR ENTITY CONTRACT TYPE DESCRIPTION CONTRACT DATE
COLFIN 2015-2 INDUSTRIAL
OWNER LLC
COUNTRY FRESH
HOLDING COMPANY,
INC.
LEASE COLFIN - GRAND
PRAIRIE LEASE
TOGETHER WITH ALL
AMENDMENTS
3/1/2020
CORONA INDUSTRIAL LLC SUN RICH FRESH
FOODS (USA), INC.
LEASE CORONA INDUSTRIAL
LEASE TOGETHER
WITH ALL
AMENNDMENTS
12/1/2020
COUNTY OF OSWEGO
INDUSTRIAL DEVELOPMENT
AGENCY
CHAMPLAIN VALLEY
SPECIALTY OF NEW
YORK, INC.
PAYMENT IN LIEU OF
TAXES AGREEMENT
2/1/2020
COUNTY OF OSWEGO
INDUSTRIAL DEVELOPMENT
AGENCY
CHAMPLAIN VALLEY
SPECIALTY OF NEW
YORK, INC.
LEASE AMENDED AND
RESTAED COMPANY
LEASE AGREEMENT
2/1/2020
HYG FINANCIAL SERVICES, INC COUNTRY FRESH LLC EQUIPMENT LEASE MASTER LEASE
AGREEMENT # 9411387
4/5/2019
MARLIN CAPITAL SOLUTIONS COUNTRY FRESH LLC EQUIPMENT LEASE EQUIPMENT FINANCE
AGREEMENT # 1358640,
1357173
5/30/2019
PINNACLE CENTER 1, LLC COUNTRY FRESH
HOLDINGS, LLC
LEASE PINNACLE CENTER 1
LEASE AGREEMENT
TOGETHER WITH ALL
AMENDMENTS
9/19/2019
RAYMOND LEASING
CORPORATION
COUNTRY FRESH
PENNSYLVANIA, LLC
EQUIPMENT LEASE WAREHOUSE
EQUIPMENT LEASE
AGREEMENT
UNKNOWN
RAYMOND LEASING
CORPORATION: ARBOR
MATERIAL HANDLING, INC.
(PART OF RAYMOND LEASING
CORPORATION)
COUNTRY FRESH LLC EQUIPMENT LEASE COMPREHENSIVE
FIXED PRICE
MAINTENANCE
AGREEMENT
9/25/2019
RAYMOND LEASING
CORPORATION: ARBOR
MATERIAL HANDLING, INC.
(PART OF RAYMOND LEASING
CORPORATION)
COUNTRY FRESH
PENNSYLVANIA, LLC
EQUIPMENT LEASE AGREEMENT
#353241(ADDITIONAL
SCHEDULE UNDER
RAYMOND L
1/6/2020
RAYMOND LEASING
CORPORATION: ARBOR
MATERIAL HANDLING, INC.
(PART OF RAYMOND LEASING
CORPORATION)
COUNTRY FRESH
PENNSYLVANIA, LLC
EQUIPMENT LEASE AGREEMENT #353242
(ADDITIONAL
SCHEDULE UNDER
RAYMOND
1/6/2020

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Table 1 on page 9. Back to List of Tables
COUNTERPARTY DEBTOR ENTITY CONTRACT TYPE DESCRIPTION CONTRACT DATE
RAYMOND LEASING
CORPORATION: ARBOR
MATERIAL HANDLING, INC.
(PART OF RAYMOND LEASING
CORPORATION)
COUNTRY FRESH
PENNSYLVANIA, LLC
EQUIPMENT LEASE AGREEMENT #353243
(ADDITIONAL
SCHEDULE UNDER
RAYMOND
1/6/2020
VICTORY PACKAGING, L.P. COUNTRY FRESH, LLC SUPPLY AGREEMENT SUPPLY AGREEMENT 9/6/2018
WAL-MART STORES INC COUNTRY FRESH
HOLDINGS LLC
SUPPLY AGREEMENT WALMART SUPPLIER
AGREEMENT
2/19/17

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EXHIBIT 2

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EXHIBIT 3

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