MATTRESS FIRM, INC., Et Al., Debtors. Chapter 11 Case

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

MATTRESS FIRM, INC., et al.,1 Case No. 18-12241 (CSS)

Debtors. (Jointly Administered)

Objection Deadline: November 13, 2018 at 4:00 p.m. (ET)

FIRST OMNIBUS NOTICE OF REJECTION OF CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY AND ABANDONMENT OF PERSONAL PROPERTY IN CONNECTION THEREWITH

THIS NOTICE SEEKS TO REJECT CERTAIN UNEXPIRED LEASES AND SUBLEASES OF NONRESIDENTIAL REAL PROPERTY. PARTIES RECEIVING THIS NOTICE SHOULD REVIEW THE SCHEDULE OF LEASES ATTACHED HERETO AS ANNEX A TO DETERMINE WHETHER THIS NOTICE AFFECTS THEIR LEASE(S)

PLEASE TAKE NOTICE that, on October 5, 2018, Mattress Firm, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”).

PLEASE TAKE FURTHER NOTICE that, on October 25, 2018, the Court entered an order approving, among other relief, certain procedures for the rejection of the Debtors’ unexpired real property leases and the abandonment of the Debtors’ personal property located at such leased premises [Docket No. 408] (the “Rejection Procedures Order”).2 An electronic copy of the Rejection Procedures Order can be found at http://dm.epiq11.com/MFLeaseRejection.

PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Rejection Procedures Order, the Debtors hereby give notice of their intent to reject the leases set forth on Annex A attached hereto (including any amendments or modifications thereto or subleases thereof, each, a “Specified Lease,” and, collectively, the “Specified Leases”), effective with respect to each Specified Lease as of the later of (i) October 31, 2018 and (ii) the date on which the Debtors surrender possession of the store subject to the relevant Specified Lease to the

1 The last four digits of Mattress Firm, Inc.’s federal tax identification number are 6008. The Debtors’ mailing address is 10201 S. Main Street, Houston, Texas 77025. Due to the large number of Debtors in these chapter 11 cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. This information may be obtained on the website of the Debtors’ noticing and claims agent at http://dm.epiq11.com/MattressFirm or by contacting counsel for the Debtors. 2 All capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to such terms in the Rejection Procedures Order. 01:23802893.1

applicable counterparty to the Specified Lease (each a “Lease Counterparty,” and, collectively, the “Lease Counterparties”) by notifying the affected Lease Counterparty in writing thereof and (A) have turned over the store keys, key codes, or security codes, if any, to the Lease Counterparty or (B) have notified the affected Lease Counterparty in writing that the store keys, key codes, or security codes, if any, are not available and that the Lease Counterparty may re-key the store (each such rejection effective date, the “Rejection Date”); provided, however, that the Debtors shall not withdraw this Rejection Notice with respect to any Specified Lease absent the consent of the applicable Lease Counterparty.

PLEASE TAKE FURTHER NOTICE that any personal property located at the premises subject to the Specified Leases, including inventory, furniture, fixtures, equipment or other materials remaining at the premises subject to the Specified Leases as of the Rejection Date (the “Personal Property”), shall be deemed abandoned by the Debtors to the applicable Lease Counterparty.

PLEASE TAKE FURTHER NOTICE that, with respect to any Personal Property that is leased to the Debtors by a third party or owned by a third party, the Debtors shall contact such third party with respect to the relevant Personal Property, and the third party will remove or cause to be removed such Personal Property from the leased premises prior to the Rejection Date. For the avoidance of doubt, if any such Personal Property remains on the leased premises after the Rejection Date, the Lease Counterparty may dispose of any and all such Personal Property.

PLEASE TAKE FURTHER NOTICE that if the Debtors have deposited funds with a Lease Counterparty as a security for their performance under a Specified Lease or other similar arrangement (each a “Deposit”), to the extent the Lease Counterparty retains all or a portion of the Deposit, such Lease Counterparty shall not be permitted to set off, recoup, apply, or otherwise use such Deposit without the prior authorization of the Court, unless the Debtors and the applicable Lease Counterparty otherwise agree, in consultation with the Backstop Group.

PLEASE TAKE FURTHER NOTICE that any party objecting to the Debtors’ rejection of a Specified Lease and/or abandonment of Personal Property shall file with the Court and serve a written objection (each an “Objection”) so as to be actually received by the following parties no later than 4:00 p.m. prevailing Eastern Time on November 13, 2018 (such deadline, the “Objection Deadline”): (i) the Debtors, Mattress Firm, Inc., 10201 S. Main Street, Houston, Texas 77025, Attn: Kindel Elam; (ii) proposed counsel to the Debtors, Sidley Austin LLP, One South Dearborn, Chicago, Illinois 60603, Attn: Bojan Guzina and Matthew E. Linder; (iii) proposed co-counsel to the Debtors, Young Conaway Stargatt & Taylor, LLP, 1000 North King Street, Wilmington, Delaware 19801, Attn: Edmon L. Morton and Ashley E. Jacobs; (iv) the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Linda Richenderfer; (v) counsel to the DIP Agents and Prepetition ABL Agent, Paul Hastings LLP, MetLife Building, 200 Park Avenue, New York, New York 10166, Attn: Andrew V. Tenzer and Michael E. Comerford, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801, Attn: Mark D. Collins and Jason M. Madron, and Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110-1726, Attn: Marc R. Leduc; (vi) counsel to the Prepetition Term Loan Lender, Linklaters LLP, 601

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13th Street NW #400, Washington, D.C. 20005, Attn: Amy Edgy, and 1345 6th Avenue, New York, New York 10105, Attn: Christopher Hunker; (vii) co-counsel to the Backstop Group, Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, Attn: Adam Goldberg, and Ashby & Geddes, P.A., 500 Delaware Avenue, 8th Floor, Wilmington, Delaware 19801, Attn: William Bowden; and (viii) the Notice Parties. Each Objection must state with specificity the legal and factual grounds for the objection to the rejection of the relevant Specified Lease.

PLEASE TAKE FURTHER NOTICE that if no Objection is properly filed and served in compliance with the foregoing, the Debtors may submit to the Court after the expiration of the Objection Deadline a proposed order, substantially in the form attached hereto as Annex B, approving the rejection of the Specified Leases as of the Rejection Date, and the Court may enter such order without a hearing.

PLEASE TAKE FURTHER NOTICE that, if an Objection is timely filed and properly served as specified above and not withdrawn or resolved, the Debtors shall schedule a hearing on such Objection. If the Objection is overruled or withdrawn, then the Specified Lease to which the Objection relates shall be rejected as of (i) the Rejection Date, (ii) such other date to which the Debtors and the applicable Lease Counterparty may agree, or (iii) as otherwise ordered by the Court.

PLEASE TAKE FURTHER NOTICE that, if a Lease Counterparty wishes to assert a claim arising from the rejection of a Specified Lease, the Lease Counterparty must file with the Debtors’ claims and noticing agent a proof of claim, substantially in the form attached hereto as Annex C, before the deadline specified in the Notice of Effective Date to be filed by the Debtors with the Court. The Notice of Effective Date will be made available, together with other documents relating to lease rejections, on the website maintained by the Debtors’ claims and noticing agent, at http://dm.epiq11.com/MFLeaseRejection. If a Lease Counterparty fails to timely file a proof of claim, the Lease Counterparty shall be forever barred from asserting a claim for damages arising from the rejection of the applicable Specified Lease and from participating in any distributions made in connection with these chapter 11 cases on account of such claim. Proofs of claim and instructions for submission may be also obtained at http://dm.epiq11.com/MFLeaseRejection.

[Remainder of Page Intentionally Left Blank]

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Dated: October 30, 2018 SIDLEY AUSTIN LLP Wilmington, Delaware Bojan Guzina Matthew E. Linder Michael Fishel Blair M. Warner One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Facsimile: (312) 853-7036

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Ashley E. Jacobs Robert S. Brady (No. 2847) Edmon L. Morton (No. 3856) Ashley E. Jacobs (No. 5635) 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253

PROPOSED ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION

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Annex A

Specified Leases to Be Rejected

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Schedule 11

STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS 8612 Realty Co., LLC TBD – may include Personal Property such as 478 86th Street 1. 156008 7500 Fourth Avenue Sleepy's, LLC display racks, frames, desk chairs and/or bed Brooklyn, NY 11230 Brooklyn, NY, 11209 frames ARC MFWMTNC001, LLC c/o VEREIT, Inc. TBD – may include Personal Property such as 2325 East Camelback Road, 5130 Market street 2. 076005 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Suite 1100 Wilmington, NC 28405 frames ATTN: Ruth Cavallucci Phoenix, AZ, 85016 ARCP MF Raleigh NC LLC c/o VEREIT, Inc. TBD – may include Personal Property such as 2325 East Camelback Road, 4530 Fayetteville Rd, US 401 3. 013039 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Suite 1100 Raleigh, NC 27603 frames ATTN: Ruth Cavallucci Phoenix, AZ, 85016 ASG Watauga Pavilion, Ltd. c/o Inland Southwest TBD – may include Personal Property such as 7600 Denton Highway Suite 144 4. 002113 Management, LLC # 5010 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Watauga, TX 76148 2901 Butterfield Road frames Oak Brook, IL, 60523 AZ77 LLC c/o The RH Johnson Company TBD – may include Personal Property such as 2121 SW Wanamaker Rd 5. 009039 4520 Madison Ave, Suite 300 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Topeka, KS 66614-5214 ATTN: Lisa Randall frames Kansas City, MO, 64111 B & H Land Trust TBD – may include Personal Property such as 13500 Beach Blvd. Suite 33 6. 016027 1 Sleiman Parkway, Suite 230 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Jacksonville, FL 32246 Jacksonville, FL, 32216 frames BRE DDR Connecticut Commons LLC c/o DDR Corp. TBD – may include Personal Property such as 290 New Britain Avenue 7. 165020 3300 Enterprise Parkway Sleepy's, LLC display racks, frames, desk chairs and/or bed Plainville, CT 06062 ATTN: EVP - Leasing frames Beachwood, OH, 44122

1 The inclusion of a Lease on this list does not constitute an admission as to the executory or non-executory nature of the Lease, or as to the existence or validity of any claims held by the counterparty or counterparties to such Lease.

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS BRE RC Riverpark SC TX LP c/o ShopCore Properties, LP TBD – may include Personal Property such as Two Liberty Place, Suite 3325 19922 Southwest Fwy Unit 52 8. 001181 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 50 South 16th Street Sugar Land, TX 77479 frames ATTN: Legal Department Philadelphia, PA, 19102 Brixmor SPE 5 LLC c/o Brixmor Property Group TBD – may include Personal Property such as 450 Lexington Avenue, 13th 501 E Roosevelt Road 9. 119210 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Floor Lombard, IL 60148 frames ATTN: Legal Department New York, NY, 10017 Canton West, LLC TBD – may include Personal Property such as 17 South Main Street 81 Albany Turnpike 10. 165002 Sleepy's, LLC display racks, frames, desk chairs and/or bed ATTN: Abraham Kaoud Canton, CT 06019 frames West Hartford, CT, 06107 CFT Developments, LLC TBD – may include Personal Property such as 1683 Walnut Grove Avenue 120 W North Avenue 11. 119229 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed ATTN: Legal Department Northlake, IL 60164 frames Rosemead, CA, 91770 Citibank, N.A. c/o Citi Realty Services TBD – may include Personal Property such as 2450 Route 34 12. 119240 710 Riverpoint Court, #0268 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Oswego, IL 60543 ATTN: Real Estate Director frames West Sacramento, CA, 95605 Cole MF Phoenix AZ, LLC c/o VEREIT, Inc. TBD – may include Personal Property such as 4456 E. Thomas Road 13. 029067 2325 East Camelback Road, Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Phoenix, AZ 85018 Suite 1100 frames Phoenix, AZ, 85016 Cole MT Harker Heights TX LLC c/o VEREIT, Inc. 201 E. Central Texas Expressway, TBD – may include Personal Property such as 14. 060005 2325 East Camelback Road, Mattress Firm, Inc. Ste. 700 display racks, frames, desk chairs and/or bed Suite 1100 Harker Heights, TX 76548 frames Phoenix, AZ, 85016 Collin Creek Associates, LLC 1001 N. Central Expressway, Suite TBD – may include Personal Property such as c/o FRP Acquisitions 15. 002120 Mattress Firm, Inc. 3100B display racks, frames, desk chairs and/or bed 5207 McKinney Avenue, Suite 22 Plano, TX 75075 frames Dallas, TX, 75202

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Columbia Crossing I, LLC c/o Kimco Realty Corporation TBD – may include Personal Property such as 3333 New Hyde Park Road, Suite 6250 Columbia Crossing Drive 16. 152025 Sleepy's, LLC display racks, frames, desk chairs and/or bed 100 Columbia, MD 21045 frames ATTN: Legal Department New Hyde Park, NY, 11042 Crossings 11K, LLC TBD – may include Personal Property such as 1205 W Lane Road 17. 111170 6801 Spring Creek Road Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Machesney Park, IL 61115 Rockford, IL, 61114 frames CSD Addison EK LLC c/o Mid-America Asset TBD – may include Personal Property such as 3545 N Kedzie Avenue 18. 119176 Management, Inc. Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Chicago, IL 60618 One Parkview Plaza, 9th Floor frames Oakbrook Terrace, IL, 60181 D3 Gulf Breeze, LLC TBD – may include Personal Property such as 3841 Green Hills Village Drive, 3781 Gulf Breeze Parkway 19. 081012 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Suite 400 Gulf Breeze, FL 32561 frames Nashville, TN, 37215 D3 Overland Park, LLC 3841 Green Hills Village Drive, TBD – may include Personal Property such as 6941 West 119th St. 20. 009032 Suite 400 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Overland Park, KS 66209 ATTN: Mark McDonald frames Nashville, TN, 37215 Dash Family 2009 TBD – may include Personal Property such as 5467 Bahia Lane 778 Beal Pkwy 21. 065005 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed ATTN: David Rottenberg Fort Walton Beach, FL 32457 frames La Jolla, CA, 92037 Davidson Commons 1682, LP c/o Kimco Realty Corporation TBD – may include Personal Property such as 610 Jetton Street Suite 110 22. 024178 3333 New Hyde Park Road, Suite Sleepy's, LLC display racks, frames, desk chairs and/or bed Davidson, NC 28036 100 frames New Hyde Park, NY, 11042 DDR Carolina Pavilion, LP c/o DDR Corp. TBD – may include Personal Property such as 3300 Enterprise Parkway 9519 Ste A South Blvd 23. 024043 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed ATTN: Executive Vice President- Charlotte, NC 28273 frames Leasing Beachwood, OH, 44122

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS DDR Seabrook LLC c/o DDR Corp. TBD – may include Personal Property such as 700 Lafayette Road 24. 120195 3300 Enterprise Parkway Sleepy's, LLC display racks, frames, desk chairs and/or bed Seabrook, NH 03874 ATTN: Executive Vice President frames Beachwood, OH, 44122 DDRA Community Centers Eight, L.P. c/o DDR Corp. TBD – may include Personal Property such as 2805 W Agua Fria Fwy Ste 1 25. 029101 3300 Enterprise Parkway Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Phoenix, AZ 85027 ATTN: Executive Vice President frames - Leasing Beachwood, OH, 44122 Derito Talking Stick North, LLC TBD – may include Personal Property such as 9120 E. Talking Stick Way, Suite 9180 E Indian Road 26. 029076 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed E1 Scottsdale, AZ 85250 frames Scottsdale, AZ, 85250 Derito Talking Stick South, LLC TBD – may include Personal Property such as 9120 E. Talking Stick Way, Suite 9039 Talking Stick Way 27. 029159 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed E1 Scottsdale, AZ 85250 frames Scottsdale, AZ, 85250 Donahue Schriber Realty Group, LP TBD – may include Personal Property such as 200 East Baker Street, Suite 100 The Sleep Train, 3030 N Dinuba Blvd, Ste. 5A 28. 504029 display racks, frames, desk chairs and/or bed ATTN: Property Manager – Inc. Visalia, CA 93291 frames Orchard Walk East Costa Mesa, CA, 92626 EastGroup Properties, LLC 7004 TBD – may include Personal Property such as 11840 Beach Blvd. #5 29. 016008 Benjamin Road, Suite 100 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Jacksonville, FL 32246 Tampa, FL, 33634 frames Emmes, LLC c/o Shiner Management Group, Inc. TBD – may include Personal Property such as 3201 Old Glenview Road, Suite 2581 N. Elston 30. 119084 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 301 Chicago, IL 60614 frames ATTN: Marcy Shiner Edidin Wilmette, IL, 60091 Federal Realty Investment Trust c/o Federal Realty Investment TBD – may include Personal Property such as Trust 171 Skokie Valley Rd. 31. 119065 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 1626 East Jefferson Street ATTN: Highland Park, IL 60035 frames Legal Department Rockville, MD, 20852-4041

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Federal Realty Investment Trust c/o Federal Realty Investment TBD – may include Personal Property such as Trust 1532 Butterfield Road 32. 119199 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 1626 East Jefferson Street Downers Grove, IL 60515 frames ATTN: Legal Department Rockville, MD, 20852-4041 Federal Realty Investment Trust TBD – may include Personal Property such as 3371 US Highway 1 Unit 403 33. 162033 1626 East Jefferson Street Sleepy's, LLC display racks, frames, desk chairs and/or bed Lawrence Township, NJ 08648 Rockville, MD, 20852 frames FR Riverpoint, LLC c/o Federal Realty Investment TBD – may include Personal Property such as Trust 2576 N. Clybourn Avenue Chicago, IL 34. 119248 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 1626 East Jefferson Street 60614 frames ATTN: Legal Department Rockville, MD, 20852-4041 FW IL-Riverview Plaza, LLC c/o Regency Centers Corporation TBD – may include Personal Property such as 3344 North Western Avenue 35. 119249 One Independent Drive, Suite 114 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Chicago, IL 60618 ATTN: Lease Administration frames Jacksonville, FL, 32202-5019 Goodman Landmark I, LP c/o Goodman Properties, Inc. TBD – may include Personal Property such as 1661 Easton Road 36. 168045 636 Old York Road, 2nd Floor Sleepy's, LLC display racks, frames, desk chairs and/or bed Warrington, PA 18976 ATTN: Bruce A. Goodman frames Jenkintown, PA, 19046 Goodmill, LLC c/o Goodman Properties, Inc. TBD – may include Personal Property such as 2150 North 2nd Street 37. 162043 363 Old York Road, 2nd Floor Sleepy's, LLC display racks, frames, desk chairs and/or bed Millville, NJ 08332 ATTN: Bruce A. Goodman frames Jenkintown, PA, 19046 Hemstreet Development Corp. TBD – may include Personal Property such as c/o CBRE 2415 E. Camelback 3125 S Alma School Rd Suite #8 38. 029130 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Road Chandler, AZ 85248 frames Phoenix, AZ, 85016 Hodges Trails at 620, LLC TBD – may include Personal Property such as c/o The Weitzman Group 8300 N. FM 620 Bldg K., Ste. 200 39. 004075 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 4200 N. Lamar Blvd., Suite 200 Austin, TX 78726 frames Austin, TX, 78756

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS IA McKinney Towne Crossing LP c/o InvenTrust Property TBD – may include Personal Property such as Management, LLC 8950 State Hwy 121 40. 002056 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 3025 Highland Parkway, Suite McKinney, TX 75070 frames 350 ATTN: Property Manager Downers Grove, IL, 60515 Inland Real Estate LB I, L.L.C. c/o IRC Retail Centers, LLC TBD – may include Personal Property such as 814 Commerce Drive, Suite 300 7531 Lemont Road, Suite A 41. 119096 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed ATTN: President, Property Darien, IL 60561 frames Management Oak Brook, IL, 60523 Inland Western Denton Crossing Ltd c/o RPAI Southwest Management TBD – may include Personal Property such as LLC 1400 S. Loop 288, Ste. 120 42. 002042 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 2021 Spring Road, Suite 200 Denton, TX 76205 frames ATTN: President/Property Management Oak Brook, IL, 60523 JAG-BCII LLC TBD – may include Personal Property such as 8403 State Hwy 151, Ste 600 43. 005027 10010 San Pedro, Suite 650 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed San Antonio, TX 78245 San Antonio, TX, 78216 frames Kimco Tyvola, LP c/o Kimco Realty Corporation TBD – may include Personal Property such as 5411 South Blvd 44. 024192 3333 New Hyde Park Road, Suite Sleepy's, LLC display racks, frames, desk chairs and/or bed Charlotte, NC 28217 100 frames New Hyde Park, NY, 11042 KIR Arboretum Crossing, L.P. c/o Kimco Realty Corporation TBD – may include Personal Property such as 9333 Research Blvd., Ste., A 100 45. 004071 3333 New Hyde Park Road, Suite Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Austin, TX 78759 100 frames New Hyde Park, NY, 11042-0020 KRG New Hill Place I, LLC TBD – may include Personal Property such as c/o Kite Realty Group, LP 153 Grand Hill Place, Bldg C. Ste 340 46. 013033 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 30 South Meridian, Suite 1100 Holly Springs, NC 27540 frames Indianapolis, IN, 46204

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Lincoln Kimball Plaza c/o National Shopping Plazas, TBD – may include Personal Property such as Inc. 6170 N Lincoln Avenue 47. 119147 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 200 West Madison Street, Suite Chicago, IL 60659 frames 4200 Chicago, IL, 60606 Linear Retail Nashua #1 LLC c/o Linear Retail Partners LLC TBD – may include Personal Property such as Five 225 Daniel Webster 48. 120188 Sleepy's, LLC display racks, frames, desk chairs and/or bed Burlington Woods Drive Nashua, NH 03060 frames ATTN: William J. Beckeman Burlington, MA, 01803 Linear Retail Westborough #1, LLC TBD – may include Personal Property such as 1 Oak Street 49. 157006 c/o Keypoint Partners, LLC Sleepy's, LLC display racks, frames, desk chairs and/or bed Westborough, MA 01581 1 Burlington Woods Drive frames Burlington, MA, 01803 Loop 1604 Group 1223 N. Rock Road, Building H- TBD – may include Personal Property such as 1603 N Loop 1604 W 50. 005054 200 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed San Antonio, TX 78232 ATTN: Sandy Stevens frames Wichita, KS, 67206 Malison Trust c/o KIN Properties, Inc. TBD – may include Personal Property such as 1978 Skibo Road 51. 013184 185 NW Spanish River Sleepy's, LLC display racks, frames, desk chairs and/or bed Fayetteville, NC 28314 Boulevard, Suite 100 frames Boca Raton, FL, 33431 Market East Associates LLC TBD – may include Personal Property such as c/o Fidelis Realty Partners, Ltd. 1505 N Town E Blvd 52. 002150 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 4500 Bissonnet Street, Suite 300 Mesquite, TX 75150 frames Dallas, TX, 75265 Memorial 14754 Ltd. c/o Orr Commercial 5400 Katy TBD – may include Personal Property such as 14754 Memorial Drive 53. 001160 Freeway, Suite 100 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Houston, TX 77079 ATTN: Robert C. Orr Jr. frames Houston, TX, 77007 Mesa Shores 00, LLC c/o AFC Property Management, TBD – may include Personal Property such as 2154 E Baseline Rd 54. 029078 Inc. Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Mesa, AZ 85204 12411 Ventura Boulevard frames Studio City, CA, 91604

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Metroplex Plaza LP TBD – may include Personal Property such as c/o The Weitzman Group 2409 W. Airport Freeway 55. 002090 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 3102 Maple Avenue, Suite 350 Irving, TX 75062 frames Dallas, TX, 75201 Mobfirm LLC c/o Robbins Properties TBD – may include Personal Property such as 3716 Airport Blvd 56. 081002 3100 West End Avenue, Suite Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Mobile, AL 36608 1070 frames Nashville, TN, 37203 Mt. Pleasant Retail Venture DST c/o IRC Retail Centers, LLC TBD – may include Personal Property such as 2860 S. Green Bay Rd, Suite 200 57. 059085 814 Commerce Drive, Suite 300 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Mount Pleasant, WI 53406 ATTN: Property Manager frames Oak Brook, IL, 60523 NADG/TRC Lakepointe, LP c/o Connected Management TBD – may include Personal Property such as 717 Hebron Pkwy, Ste. 100 58. 002036 Services, LLC Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Lewisville, TX 75057 2525 McKinnon Street, Suite 700 frames Dallas, TX, 75201 New Plan of Arlington Heights, LLC c/o Brixmor Property Group TBD – may include Personal Property such as 450 Lexington Avenue, 13th 1970 N. Arlington Road 59. 119067 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Floor Arlington Heights, IL 60004 frames ATTN: Office of General Counsel, Property New York, NY, 10170 Oxford Station High Point, LLC c/o Winning Link Property TBD – may include Personal Property such as 2313 N Main St, Suite 105 60. 017170 Resources, Inc. Sleepy's, LLC display racks, frames, desk chairs and/or bed High Point, NC 27262 P.O. Box 6332 frames High Point, NC, 27262 Parkville Shopping Center, LLC c/o Regency Centers Corporation TBD – may include Personal Property such as 7645 Harford Road 61. 152035 One Independent Drive, Suite 114 Sleepy's, LLC display racks, frames, desk chairs and/or bed Parkville, MD 21234 ATTN: Lease Administration frames Jacksonville, FL, 32202 Pedersen Springfield, LLC TBD – may include Personal Property such as 2191 N. Rock Road 62. 114011 2226 Tamarron Lane Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Wichita, KS 67206 Lafayette, CO, 80026 frames

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STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Plaza at Williams Center, LLC TBD – may include Personal Property such as c/o Larsen Baker, LLC 5480 E. Broadway Blvd #110 63. 062028 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 6298 E. Grant Rd, Suite 100 Tucson, AZ 85711 frames Tucson, AZ, 85712 Point Five Goldsboro, LLC TBD – may include Personal Property such as 333 W Washington St., Suite 610 501 & 503 N Berkley Blvd 64. 078177 Sleepy's, LLC display racks, frames, desk chairs and/or bed ATTN: Susan Poissant Goldsboro, NC 27530 frames Syracuse, NY, 13202 Preston Shepard Place, LP c/o Weingarten Realty Investors TBD – may include Personal Property such as 1713 Preston Rd, Ste. #B 65. 002010 2600 Citadel Plaza Drive Suite Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Plano, TX 75093 125 frames Houston, TX, 77292 Ramco-Gershenson Properties, LP TBD – may include Personal Property such as 1212 East Central Road 66. 119223 31500 Northwestern Highway, Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Mount Prospect, IL 60056 Suite 300 frames Farmington Hills, MI, 48334 RAR2-Wicker Park Commons LLC TBD – may include Personal Property such as c/o Mid-America Asset 1281 N Milwaukee Avenue 67. 119267 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Management, Inc. Chicago, IL 60622 frames One Parkview Plaza, 9th Floor Oakbrook Terrace, IL, 60181 RB Tech Ridge LLC c/o TBD – may include Personal Property such as RD Management LLC 1100 Center Ridge Dr. 68. 004070 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 810 Seventh Avenue, 10th Floor Austin, TX 78753 frames New York, NY, 10019 Realty Income Corporation TBD – may include Personal Property such as 2239 Palm Beach Lakes Blvd 69. 052028 220 West Crest Street Mattress Firm, Inc. display racks, frames, desk chairs and/or bed West Palm Beach, FL 33409 Escondido, CA, 92025 frames Retail Properties, Inc. 10739 Deerwood Park Boulevard, TBD – may include Personal Property such as 1226 Third St South 70. 016047 Suite 300 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Jacksonville Beach, FL 32250 ATTN: Carrie Manley frames Jacksonville, FL, 32256 Rice Lake Square, LP c/o Mid-America Asset TBD – may include Personal Property such as 3 Rice Lake Square 71. 119266 Management, Inc. Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Wheaton, IL 60189 One Parkview Plaza, 9th Floor frames Oakbrook Terrace, IL, 60181

01:23802919.1

STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS Rockfirm LLC c/o Robbins TBD – may include Personal Property such as Properties 1, LLC 5946 E. State St. 72. 111002 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 3100 West End Ave, Suite 1070 Rockford, IL 61108 frames Nashville, TN, 37203 RPAI Chicago Brickyard, LLC c/o RPAI US Management, LLC 2620 N Narragansett Avenue TBD – may include Personal Property such as 2021 Spring Road, Suite 200 73. 119185 Mattress Firm, Inc. Suite B1-B3 display racks, frames, desk chairs and/or bed ATTN: President/Property Chicago, IL 60639 frames Management Oak Brook, IL, 60523 RPAI US Management, LLC TBD – may include Personal Property such as 2645A Housley Road 74. 152010 2021 Spring Road, Suite 200 Sleepy's, LLC display racks, frames, desk chairs and/or bed Annapolis, MD 21401 Oak Brook, IL, 60523 frames SC North Myrtle Beach Retail, LP TBD – may include Personal Property such as c/o RealtyLink, LLC 1370 Hwy 17N 75. 076015 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 550 S. Main Street, Suite 300 North Myrtle Beach, SC 29582 frames ATTN: Legal Department Greenville, SC, 29601 Southside Marketplace Limited Partnership TBD – may include Personal Property such as c/o Regency Centers Corporation 869 E Fort Ave 76. 152036 Sleepy's, LLC display racks, frames, desk chairs and/or bed One Independent Drive, Suite 114 Baltimore, MD 21230 frames ATTN: Lease Administration Jacksonville, FL, 32202 Subrooke LLC c/o Kin Properties, TBD – may include Personal Property such as 380 Loucks Road 77. 161002 Inc. 185 NW Spanish River Blvd. Sleepy's, LLC display racks, frames, desk chairs and/or bed York, PA 17404 Boca Raton, FL, 33431 frames TATE 114 Shopping Center, LTD c/o The Weitzman Group TBD – may include Personal Property such as 1219 West State Highway 114 Suite 204 78. 117015 3102 Maple Avenue, Suite 500 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Grapevine, TX 76051 ATTN: Greg Culchin frames Dallas, TX, 75201 TMGN 121, LLC TBD – may include Personal Property such as 15907 Ranchita Drive 5701 SH 121, Ste 100 79. 002135 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed ATTN: Ron Avneri The Colony, TX 75056 frames Dallas, TX, 75248 TPP 30 Tolleson LLC c/o Trigate Property Partners LP TBD – may include Personal Property such as 9897 W McDowell Rd 80. 029136 750 North St. Paul Street, Suite Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Tolleson, AZ 85353 900 frames Dallas, TX, 75201 10

01:23802919.1

STORE LEASE COUNTERPARTY DEBTOR PROPERTY ADDRESS ABANDONED PROPERTY NUMBER AND ADDRESS TRPF Marlton Square PAD LLC c/o TH Real Estate Americas, Global Real Estate TBD – may include Personal Property such as 330 Route 73 81. 162049 730 Third Avenue Sleepy's, LLC display racks, frames, desk chairs and/or bed South Marlton, NJ 08053 ATTN: Todd Rollins, Senior frames Director New York, NY, 10017 TSM Ventures, Inc. TBD – may include Personal Property such as 2720 S Market St 82. 029152 301 N. Neil Street, Suite #400 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Gilbert, AZ 85296 Champaign, IL, 61820 frames VAA Improvements, LLC c/o DLC Management TBD – may include Personal Property such as Corporation 190 E Stacy Road, Bldg 1300 Suite 1324 83. 002089 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 190 East Stacy Road, Suite 1508 Allen, TX 75002 frames ATTN: Stephanie Walton Allen, TX, 75002 Veraz Fondo UNO, LLC c/o Cushman & Wakefield U.S., TBD – may include Personal Property such as 1231 Mebane Oaks Rd 84. 017180 Inc. Sleepy's, LLC display racks, frames, desk chairs and/or bed Mebane, NC 27302 721 Emerson Road, Suite 300 St. frames Louis, MO, 63141 VEREIT MF Appleton WI, LLC c/o VEREIT, Inc. TBD – may include Personal Property such as 3626 W College Avenue 85. 112010 2325 East Camelback Road, Suite Mattress Firm, Inc. display racks, frames, desk chairs and/or bed Appleton, WI 54914 1100 frames Phoenix, AZ, 85016 VEREIT MT Orland Park IL, LLC TBD – may include Personal Property such as c/o VEREIT, Inc. 15840 S Harlem Avenue 86. 119258 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 2325 East Camelback Road, Suite Orland Park, IL 60462 frames 1100 Phoenix, AZ, 85016 Weingarten Nostat, Inc. TBD – may include Personal Property such as 2600 Citadel Plaza Drive, Suite 9192 Glades Road, Ste. B 87. 052038 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 125 Boca Raton, FL 33428 frames Houston, TX, 77008 Weingarten Nostat, Inc. TBD – may include Personal Property such as 2600 Citadel Plaza Drive, Suite 939 E Broadway 88. 029100 Mattress Firm, Inc. display racks, frames, desk chairs and/or bed 125 Tempe, AZ 85282 frames Houston, TX, 77008

01:23802919.1

Annex B

Form of Rejection Order

01:23802893.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

MATTRESS FIRM, INC., et al.,1 Case No. 18-12241 (CSS)

Debtors. (Jointly Administered)

Ref. Docket No. __

ORDER (I) AUTHORIZING DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY AND (B) ABANDON CERTAIN PERSONAL PROPERTY IN CONNECTION THEREWITH AND (II) GRANTING RELATED RELIEF

Pursuant to and in accordance with the Order (I) Approving Procedures for Rejecting

Unexpired Leases of Nonresidential Real Property, (II) Authorizing the Debtors to Enter Into

Amendments to Certain Unexpired Leases of Nonresidential Real Property, and (III) Granting

Related Relief [Docket No. 408] (the “Rejection Procedures Order”)2 entered in the above-

captioned chapter 11 cases of Mattress Firm, Inc. and its affiliated debtors and debtors in

possession (collectively, the “Debtors”); and the Debtors having properly filed with this Court

and served on the Rejection Notice Parties a notice [Docket No. ___] (the “Rejection Notice”) of

their intent to reject the unexpired leases specified on Schedule 1 hereto (the “Specified Leases”)

in accordance with the terms of the Rejection Procedures Order; and such notice having been

adequate and appropriate under the circumstances; and it appearing that no other or further notice

need be provided; and no timely objections having been filed to the Rejection Notice; and the

1 The last four digits of Mattress Firm, Inc.’s federal tax identification number are 6008. The Debtors’ mailing address is 10201 S. Main Street, Houston, Texas 77025. Due to the large number of Debtors in these chapter 11 cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. This information may be obtained on the website of the Debtors’ noticing and claims agent at http://dm.epiq11.com/MattressFirm or by contacting counsel for the Debtors. 2 All capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Rejection Procedures Order. 01:23802893.1

Court having found that the relief requested is in the best interests of the Debtors’ estates, their

creditors and other parties in interest; and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Specified Leases set forth on Schedule 1 are hereby rejected as set forth

herein, effective with respect to each Specified Lease as of the later of (i) October 31, 2018 and

(ii) the date on which the Debtors surrender possession of the store subject to the relevant

Specified Lease to the Lease Counterparty by notifying the affected Lease Counterparty in

writing thereof and (A) have turned over the store keys, key codes, or security codes, if any, to

the Lease Counterparty or (B) have notified the affected Lease Counterparty in writing that the

store keys, key codes, or security codes, if any, are not available and that the Lease Counterparty

may re-key the store (each such rejection effective date, the “Rejection Date”); provided,

however, that the Debtors shall not withdraw the Rejection Notice with respect to any Specified

Lease absent the consent of the applicable Lease Counterparty.

2. Any and all Personal Property remaining at the leased premises as of the

applicable Rejection Date shall be deemed abandoned upon the Rejection Date without further

notice or order of the Court, free and clear of all liens, claims, interests, or other encumbrances.

Any Lease Counterparty or other designee shall be free to dispose of any such items without

notice or liability to any party. The right of any Lease Counterparty to file a claim for the costs

of disposal of such Personal Property, if any, is fully reserved, as are the rights of all parties in

interest to object to such claim.

3. If a Lease Counterparty wishes to assert a claim arising from the rejection of a

Specified Lease, the Lease Counterparty shall file a proof of claim with the Debtors’ claims and

noticing agent before the deadline specified in the Notice of Effective Date to be filed by the

01:23802893.1 2

Debtors with the Court. The Notice of Effective Date will be made available, together with other

documents relating to lease rejections, on the website maintained by the Debtors’ claims and

noticing agent, at http://dm.epiq11.com/MFLeaseRejection. If a Lease Counterparty fails to

timely file a proof of claim, the Lease Counterparty shall be forever barred from asserting a

claim for damages arising from the rejection of the applicable Specified Lease and from

participating in any distributions made in connection with these chapter 11 cases on account of

such claim. Proofs of claim and instructions for submission may be obtained at

http://dm.epiq11.com/MFLeaseRejection.

4. Nothing contained in this Order is intended to be or shall be construed as (a) an

admission as to the validity, priority, or amount of any particular claim against a Debtor entity;

(b) a waiver of the Debtors’ or any other party-in-interest’s rights to dispute any particular claim

on any grounds; (c) a promise or requirement to pay any particular claim; (d) an implication or

admission that any particular claim is of a type specified or defined in the Rejection Procedures

Order or the Rejection Notice; or (e) a waiver or limitation of the Debtors’ or any other party-in-

interest’s rights under the Bankruptcy Code or any other applicable law.

5. Notwithstanding entry of this Order, nothing herein shall create, or is intended to

create, any rights in favor of or enhance the status of any claim held by, any party.

6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order.

7. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation and enforcement of this Order.

Dated: ______, 2018 Wilmington, Delaware CHRISTOPHER S. SONTCHI CHIEF UNITED STATES BANKRUPTCY JUDGE

01:23802893.1 3

Schedule 1

Specified Leases

01:23802893.1

Schedule 11

01:23802919.1

Annex C

Proof of Claim Form

01:23802893.1

Fill in this information to identify the case:

Debtor 1 ______

Debtor 2 ______(Spouse, if filing)

United States Bankruptcy Court for the: ______District of ______

Case number ______

Official Form 410

Proof of Claim 04/16 Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503. Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment. A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Part 1: Identify the Claim

1. Who is the current creditor? ______Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor ______

2. Has this claim been  No acquired from someone else?  Yes. From whom? ______

3. Where should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if and payments to the different) creditor be sent? ______Federal Rule of Name Name Bankruptcy Procedure (FRBP) 2002(g) ______Number Street Number Street

______City State ZIP Code City State ZIP Code

Contact phone ______Contact phone ______

Contact email ______Contact email ______

Uniform claim identifier for electronic payments in chapter 13 (if you use one): ______

4. Does this claim amend  No one already filed?  Yes. Claim number on court claims registry (if known) ______Filed on ______MM / DD / YYYY

5. Do you know if anyone  No else has filed a proof  Yes. Who made the earlier filing? ______of claim for this claim?

Official Form 410 Proof of Claim page 1 Part 2: Give Information About the Claim as of the Date the Case Was Filed

6. Do you have any number  No you use to identify the  Yes. Last 4 digits of the debtor’s account or any number you use to identify the debtor: ______debtor?

7. How much is the claim? $______. Does this amount include interest or other charges?  No  Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card. claim? Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c). Limit disclosing information that is entitled to privacy, such as health care information.

______

9. Is all or part of the claim  No secured?  Yes. The claim is secured by a lien on property. Nature of property:  Real estate. If the claim is secured by the debtor’s principal residence, file a Mortgage Proof of Claim Attachment (Official Form 410-A) with this Proof of Claim.  Motor vehicle  Other. Describe: ______

Basis for perfection: ______Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or recorded.)

Value of property: $______Amount of the claim that is secured: $______

Amount of the claim that is unsecured: $______(The sum of the secured and unsecured amounts should match the amount in line 7.)

Amount necessary to cure any default as of the date of the petition: $______

Annual Interest Rate (when case was filed) ______%  Fixed  Variable

10. Is this claim based on a  No lease?  Yes. Amount necessary to cure any default as of the date of the petition. $______

11. Is this claim subject to a  No right of setoff?  Yes. Identify the property: ______

Official Form 410 Proof of Claim page 2 12. Is all or part of the claim  No entitled to priority under 11 U.S.C. § 507(a)?  Yes. Check one: Amount entitled to priority A claim may be partly  Domestic support obligations (including alimony and child support) under priority and partly 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). $______nonpriority. For example, in some categories, the  Up to $2,850* of deposits toward purchase, lease, or rental of property or services for law limits the amount personal, family, or household use. 11 U.S.C. § 507(a)(7). $______entitled to priority.  Wages, salaries, or commissions (up to $12,850*) earned within 180 days before the bankruptcy petition is filed or the debtor’s business ends, whichever is earlier. $______11 U.S.C. § 507(a)(4).  Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $______

 Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5). $______

 Other. Specify subsection of 11 U.S.C. § 507(a)(__) that applies. $______

* Amounts are subject to adjustment on 4/01/19 and every 3 years after that for cases begun on or after the date of adjustment.

Part 3: Sign Below

The person completing Check the appropriate box: this proof of claim must sign and date it.  I am the creditor. FRBP 9011(b).  I am the creditor’s attorney or authorized agent. If you file this claim  I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004. electronically, FRBP I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005. 5005(a)(2) authorizes courts  to establish local rules specifying what a signature is. I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the amount of the claim, the creditor gave the debtor credit for any payments received toward the debt. A person who files a fraudulent claim could be I have examined the information in this Proof of Claim and have a reasonable belief that the information is true fined up to $500,000, and correct. imprisoned for up to 5 years, or both. I declare under penalty of perjury that the foregoing is true and correct. 18 U.S.C. §§ 152, 157, and 3571. Executed on date ______MM / DD / YYYY

8______Signature

Print the name of the person who is completing and signing this claim:

Name ______First name Middle name Last name

Title ______

Company ______Identify the corporate servicer as the company if the authorized agent is a servicer.

Address ______Number Street

______City State ZIP Code

Contact phone ______Email ______

Official Form 410 Proof of Claim page 3 Official Form 410 Instructions for Proof of Claim United States Bankruptcy Court 12/15

These instructions and definitions generally explain the law. In certain circumstances, such as bankruptcy cases that debtors do not file voluntarily, exceptions to these general rules may apply. You should consider obtaining the advice of an attorney, especially if you are unfamiliar with the bankruptcy process and privacy regulations.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157 and 3571.

How to fill out this form  A Proof of Claim form and any attached documents must show only the last 4 digits of any social security  Fill in all of the information about the claim as of the number, individual’s tax identification number, or date the case was filed. financial account number, and only the year of any person’s date of birth. See Bankruptcy Rule 9037.  Fill in the caption at the top of the form.  For a minor child, fill in only the child’s initials and the  If the claim has been acquired from someone else, full name and address of the child’s parent or then state the identity of the last party who owned the guardian. For example, write A.B., a minor child (John claim or was the holder of the claim and who transferred Doe, parent, 123 Main St., City, State). See Bankruptcy it to you before the initial claim was filed. Rule 9037.

 Attach any supporting documents to this form. Attach redacted copies of any documents that show that the Confirmation that the claim has been filed debt exists, a lien secures the debt, or both. (See the To receive confirmation that the claim has been filed, either definition of redaction on the next page.) enclose a stamped self-addressed envelope and a copy of this Also attach redacted copies of any documents that show form or go to the court’s PACER system perfection of any security interest or any assignments or (www.pacer.psc.uscourts.gov) to view the filed form. transfers of the debt. In addition to the documents, a summary may be added. Federal Rule of Bankruptcy Procedure (called “Bankruptcy Rule”) 3001(c) and (d). Understand the terms used in this form

Administrative expense: Generally, an expense that arises  Do not attach original documents because attachments may be destroyed after scanning. after a bankruptcy case is filed in connection with operating, liquidating, or distributing the bankruptcy estate. 11 U.S.C. § 503.  If the claim is based on delivering health care goods or services, do not disclose confidential health care information. Leave out or redact confidential Claim: A creditor’s right to receive payment for a debt that the information both in the claim and in the attached debtor owed on the date the debtor filed for bankruptcy. 11 documents. U.S.C. §101 (5). A claim may be secured or unsecured.

Creditor: A person, corporation, or other entity to whom a Secured claim under 11 U.S.C. §506(a): A claim backed by debtor owes a debt that was incurred on or before the date the a lien on particular property of the debtor. A claim is secured debtor filed for bankruptcy. 11 U.S.C. §101 (10). to the extent that a creditor has the right to be paid from the property before other creditors are paid. The amount of a secured claim usually cannot be more than the value of the Debtor: A person, corporation, or other entity who is in bankruptcy. Use the debtor’s name and case number as shown particular property on which the creditor has a lien. Any amount owed to a creditor that is more than the value of the in the bankruptcy notice you received. 11 U.S.C. § 101 (13). property normally may be an unsecured claim. But exceptions exist; for example, see 11 U.S.C. § 1322(b) and the final Evidence of perfection: Evidence of perfection of a security sentence of 1325(a). interest may include documents showing that a security interest has been filed or recorded, such as a mortgage, lien, Examples of liens on property include a mortgage on real certificate of title, or financing statement. estate or a security interest in a car. A lien may be voluntarily granted by a debtor or may be obtained through a court proceeding. In some states, a court judgment may be a lien. Information that is entitled to privacy: A Proof of Claim form and any attached documents must show only the last 4 digits of any social security number, an individual’s tax Setoff: Occurs when a creditor pays itself with money identification number, or a financial account number, only the belonging to the debtor that it is holding, or by canceling a initials of a minor’s name, and only the year of any person’s debt it owes to the debtor. date of birth. If a claim is based on delivering health care goods or services, limit the disclosure of the goods or services Uniform claim identifier: An optional 24-character identifier to avoid embarrassment or disclosure of confidential health that some creditors use to facilitate electronic payment. care information. You may later be required to give more information if the trustee or someone else in interest objects to Unsecured claim: A claim that does not meet the the claim. requirements of a secured claim. A claim may be unsecured in part to the extent that the amount of the claim is more than the Priority claim: A claim within a category of unsecured value of the property on which a creditor has a lien. claims that is entitled to priority under 11 U.S.C. §507(a). These claims are paid from the available money or property in a bankruptcy case before other unsecured Offers to purchase a claim claims are paid. Common priority unsecured claims include alimony, child support, taxes, and certain unpaid Certain entities purchase claims for an amount that is less than wages. the face value of the claims. These entities may contact creditors offering to purchase their claims. Some written communications from these entities may easily be confused Proof of claim: A form that shows the amount of debt the with official court documentation or communications from the debtor owed to a creditor on the date of the bankruptcy filing. debtor. These entities do not represent the bankruptcy court, The form must be filed in the district where the case is the bankruptcy trustee, or the debtor. A creditor has no pending. obligation to sell its claim. However, if a creditor decides to sell its claim, any transfer of that claim is subject to Redaction of information: Masking, editing out, or deleting Bankruptcy Rule 3001(e), any provisions of the Bankruptcy certain information to protect privacy. Filers must redact or Code (11 U.S.C. § 101 et seq.) that apply, and any orders of leave out information entitled to privacy on the Proof of the bankruptcy court that apply. Claim form and any attached documents.

Do not file these instructions with your form.