Case 20-13076-BLS Doc 135 Filed 12/14/20 Page 1 of 18

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ------x

In re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS) et al.,1 : : Jointly Administered Debtors. : Hearing Date: January 4, 2021 at 10:00 a.m. (EST) : Objection Deadline: December 28, 2020 at 4:00 p.m. (EST) ------x f

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF FTI CAPITAL ADVISORS, LLC AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2

Francesca’s Holdings Corporation (“FHC”) and its affiliated debtors and debtors

in possession (collectively, the “Debtors”) respectfully request entry of order (i) authorizing the

retention and employment of FTI Capital Advisors, LLC (“FTICA”), in partnership with its

parent, FTI Consulting, Inc. (“FTI Consulting” and together with FTICA, “FTI”) as investment

banker and financial advisor to the Debtors, effective nunc pro tunc to the Petition Date (as defined

below) and (ii) waiving certain information requirements of rule 2016-2 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”) and the guidelines (the “Trustee Guidelines”) of the Office of the

U.S. Trustee. In support of this application, the Debtors submit the declaration of Glenn Tobias,

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, 77080. Case 20-13076-BLS Doc 135 Filed 12/14/20 Page 2 of 18

Chief Executive Officer of FTICA (the “Tobias Declaration”).2 In further support of this application, the Debtors respectfully state as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this motion under 28 U.S.C. §§ 157 and 1334 and venue is proper under 28 U.S.C. §§ 1408 and 1409. This is a core proceeding under

28 U.S.C. § 157(b).3

BACKGROUND

2. On December 3, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition with this Court for relief under chapter 11 of title 11 of the United States Code,

§§ 101-1532, et seq. (the “Bankruptcy Code”). The Debtors continue to manage and operate their business as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code. On

December 8, 2020, the Court entered an order directing joint administration of the Debtors’ chapter

11 cases for procedural purposes only pursuant to rule 1015(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) and Local Rule 1015-1 [D.I. 80].

3. On December 11, 2020, the Office of the United States Trustee for the

District of Delaware (the “U.S. Trustee”) appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code [D.I. 122].

4. Francesca’s is a specialty retailer that operates a nationwide-chain of boutiques providing a diverse assortment of apparel, jewelry, accessories, and gifts. As of

December 1, 2020, the Debtors operate 558 boutiques in 45 states and the District of Columbia

2 The Tobias Declaration is attached to this application as Exhibit B.

3 Pursuant to Local Rule 9013-1(f), the Debtors hereby expressly confirm their consent to the entry of a final order by this Court in connection with this motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution.

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and also serve their customers through www.francescas.com, their e-commerce website, and their recently launched mobile app. Additional information on the Debtors’ business and capital structure, as well as a description of the reasons for filing these cases, is set forth in Andrew

Clarke’s Declaration in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings

[D.I. 36].

RELIEF REQUESTED

5. By this application, the Debtors respectfully request entry of an order, substantially in the form attached as Exhibit A (the “Proposed Order”), (a) authorizing the

retention and employment of FTI as the Debtors’ investment banker and financial advisor,

effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth

in that certain engagement letter between FTI and O’Melveny & Myers LLP (“O’Melveny”), on

behalf of the Debtors, dated August 12, 2020 (the “Engagement Letter”), a copy of which is

attached as Exhibit C and incorporated herein by reference and (b) waiving certain information

requirements of Local Rule 2016-2 and the Trustee Guidelines. The relief requested is appropriate

under sections 327(a), 328(a), and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a)

and 2016(a), and Local Rules 2014-1 and 2016-2.

FTI’s Qualifications and the Need for FTI’s Services

6. The Debtors submit this application because of their need to retain a qualified

investment banker and financial advisor to assist them in the critical tasks associated with guiding

the Debtors through these chapter 11 cases. The Debtors believe that the retention of an investment

banker and financial advisor is necessary and appropriate and will substantially enhance their

attempts to maximize the value of their estates. FTI is well qualified to provide these services in

light of their extensive knowledge and expertise with respect to chapter 11 proceedings.

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7. The Debtors are familiar with the professional standing and reputation of

FTI. The Debtors understand that FTI has a wealth of experience in providing financial advisory

services in restructurings and reorganizations and enjoys an excellent reputation for services it has

rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the

United States.

8. FTI has been engaged by the Debtors since August 12, 2020, and has become familiar with the Debtors’ business, management, financial affairs, and capital structure.

Specifically, FTI advised the Debtors prior to the Petition Date regarding, among other things, certain in- and out-of-court restructuring alternatives and ultimately advised the Debtors in preparation for these chapter 11 cases. The Debtors thus believe FTI is both well qualified and uniquely able to advise the Debtors in these chapter 11 cases in an efficient and timely manner.

Scope of Services

9. Subject to the Court’s approval, FTI will provide such investment banking

and financial advisory and restructuring services as FTI and the Debtors deem appropriate and

feasible in order to advise the Debtors in the course of these chapter 11 cases, including but not

limited to the following:

Investment Banking

(a) Advise the Debtors and the Board of Directors of FHC (the “Board”) regarding the potential M&A alternatives and to the extent necessary and requested by the Board, debt capital alternatives (in either case a “Transaction” or “Transactions”);

(b) Advise the Debtors regarding criteria to identify interested Transaction parties aligned to comply with the Debtors’ objectives;

(c) Advise the Debtors regarding parties that may be interested in a Transaction (the “Transaction Parties”);

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(d) Assist the Debtors with the preparation of materials to supplement the Debtors’ public filings, to be provided to potential Transaction Parties, as appropriate and if requested;

(e) Outreach to identified Transaction Parties, distribution and negotiation of confidentiality agreements;

(f) Facilitate and manage a virtual data room with all necessary due diligence and information requirements;

(g) Screening, including due diligence, ranking, and evaluating any proposals received from Transaction Parties;

(h) Preparation and coordination of management presentations and meetings;

(i) Advise the Debtors and work with counsel during negotiations and document preparation to close Transactions; and

(j) Provide timely reporting to the Debtors regarding the status and progress of the Transaction process.

Financial Advisory / Restructuring

(a) Review and provide feedback to the Debtors related to the Debtors’ weekly cash forecasting, including any lender reporting;

(b) Assist the Debtors in managing cash spending to preserve and maximize cash availability;

(c) Assist with respect to communications with lenders, investors, and other key stakeholders, as appropriate;

(d) Provide input and assistance with the preparation of materials for these discussions;

(e) Assist the Debtors with responding to stakeholder information requests;

(f) Discuss with the Debtors appropriate strategies for negotiations with stakeholders;

(g) Assist the Debtors with a high level assessment of liabilities and payment/claims waterfall including contingent/off-balance sheet liabilities;

(h) Determine any additional analyses needed to develop strategy for required resolution of any liabilities;

(i) Assist in the preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 proceedings;

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(j) Assist with preparation and analysis of business plans and the business and financial condition of the Debtors including liquidity needs to achieve the business plan;

(k) Assist and advise the Debtors with respect to the identification of core business assets and the disposition of assets or liquidation of unprofitable operations;

(l) Assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each;

(m) Assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought;

(n) Assist in the valuation of the present level of operations and identification of areas of potential cost savings, including overhead and operating expense reductions and efficiency improvements;

(o) Assist the Debtors in the preparation of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports;

(p) Assist the Debtors with information and analyses required pursuant to the DIP financing and use of cash collateral including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing;

(q) Assist with the identification and implementation of short-term cash management procedures;

(r) Attend meetings and assist in discussions with potential investors, banks and other secured lenders, any official committee(s) appointed in these chapter 11 cases, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested;

(s) Perform analysis of creditor claims by type, entity and individual claim, including assisting with development of databases, as necessary, to track such claims;

(t) Assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers;

(u) Assist in the evaluation of the Debtors’ real estate portfolio and store footprint; and

(v) Provide additional support reasonably related to the foregoing, as appropriate.

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FTI’s Disinterestedness

10. FTI has informed the Debtors that, except as may be set forth in the Tobias

Declaration, it (i) has no connection with the Debtors, its creditors or other parties in interest in this case, (ii) does not hold or represent any interest adverse to the Debtors’ estates, and (iii) believes it is a “disinterested person” as defined under section 101(14) of the Bankruptcy Code. FTI will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new material facts or relationships are discovered or arise, FTI will supplement its disclosure to the Court.

Terms of Retention

11. Investment Banking Services. As set forth in the Engagement Letter, FTI will be paid monthly work fees to provide investment banking services to the Debtors. Further, under the Engagement Letter, in the event that the Debtors close on one or more Transactions, then for each Transaction, without duplication, FTI shall earn a Transaction Success Fee (as defined in the Engagement Letter).

12. Financial Advisory/Restructuring Services. Under the Engagement Letter,

FTI’s compensation for financial advisory and restructuring services will be based upon the time incurred to provide these services requested in writing by the Debtors, multiplied by FTI’s standard hourly rates set forth below.

Hourly Rates Per Hour (USD) Senior Managing Directors $920 – 1,295 Directors / Senior Directors / Managing Directors $690 – 905 Consultants / Senior Consultants $370 - 660 Administrative / Paraprofessionals $150 – 280

13. In addition, the Debtors understand that FTI will seek reimbursement for reasonable and necessary expenses incurred in connection with the Debtors’ chapter 11 cases,

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including, but not limited to, telephone, overnight mail, messenger, travel, meals, accommodations, and other expenses specifically related to the engagement. Other than as set forth above, there is no proposed arrangement between the Debtors and FTI for compensation to be paid in these chapter

11 cases. FTI has no agreement with any other entity to share any compensation received, nor will any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code.

Fees

14. The Debtors understand that FTI intends to apply to the Court for allowance of compensation for professional services rendered and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court, including any order granting this application.

15. As set forth in the Tobias Declaration, FTI has received unapplied advance payments from the Debtors in excess of prepetition billings in the amount of $397,151. FTI intends to hold the remainder of the retainer during the chapter 11 cases and apply it against fees and expenses incurred during the cases. Information regarding the Debtors’ payments to FTI before the commencement of these cases is provided in the Tobias Declaration. As of the Petition Date, the

Debtors do not owe FTI any fees for services performed or expenses incurred.

16. FTI’s decision to accept this engagement to advise and assist the Debtors was conditioned upon its ability to be retained in accordance with its customary terms and conditions of employment. Additionally, FTI’s engagement is also conditioned on being compensated for its services, and being reimbursed for the out-of-pocket expenses it incurs in accordance with its customary billing practices. Given the numerous issues that FTI may be required to address in the performance of their services, FTI’s commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for such

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services for engagements of this nature in an out-of-court context, as well as in chapter 11, the

Debtors submit that the fee arrangements set forth herein are reasonable under the standards set forth in section 328(a) of the Bankruptcy Code.

Indemnification

17. As set forth in the Engagement Letter, the Debtors have agreed to indemnify

FTICA, its controlling person and each of their respective directors, officers, members, agents, representatives, employees, and any affiliate (collectively, the “Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation), arising out of or relating to the

Debtors’ retention of FTICA. The indemnification provisions contained in Exhibit 1 to the

Engagement Letter (collectively, the “Indemnification Provisions”) are customary and reasonable for financial advisory engagements, both in court and out-of-court.

18. The Indemnification Provisions are subject during the pendency of the

Debtors’ bankruptcy cases to the following conditions:

(a) Subject to the provisions of subparagraph (b), infra, the Debtors are authorized to

indemnify, and shall indemnify, the Indemnified Parties in accordance with the

Engagement Letter for any claim arising from related to or in connection with the

services provided for, whether prepetition or postpetition, in the Engagement

Letter;

(b) Notwithstanding any provisions of the Engagement Letter to the contrary, the

Debtors shall have no obligation to indemnify the Indemnified Parties or provide

contribution or reimbursement to an Indemnified Party for any claim or expense

that is either (i) judicially determined to have resulted primarily from the

Indemnified Party’s willful misconduct, gross negligence, bad faith or self-dealing;

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(ii) for a contractual dispute in which the Debtors allege the breach of an

Indemnified Party’s contractual obligations unless the Court determines that

indemnification, contribution, or reimbursement would be permissible pursuant to

In re United Artists Theatre Company, et al., 315 F.3d 217 (3d Cir. 2003); or

(iii) settled prior to a judicial determination as to the exclusions set forth in clauses

(i) and (ii) above, but determined by this Court, after notice and a hearing pursuant

to subparagraph (c) hereof to be a claim or expense for which an Indemnified Party

should not receive indemnity, contribution, or reimbursement under the terms of

the Engagement Letter, as modified by the Proposed Order; and;

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in

these cases (that order having become a final order no longer subject to appeal),

and (ii) the entry of an order closing these chapter 11 cases, and Indemnified Party

believes that it is entitled to the payment of any amounts by the Debtors on account

of the Debtors’ indemnification, contribution, and/or reimbursement obligations

under the Engagement Letter, including, without limitation, the advancement of

defense costs, the Indemnified Party or FTI must file an application therefore in

this Court, and the Debtors may not pay any such amounts to such Indemnified

Party before the entry of an order by this Court approving the payment. This

subparagraph (c) is intended only to specify the period of time during which the

Court shall have jurisdiction over any request for indemnification, contribution, or

reimbursement by an Indemnified Party and not a provision limiting the duration

of the Debtors’ obligation to indemnify the Indemnified Party.

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Dispute Resolution Provisions

19. The Debtors and FTI have agreed, subject to the Court’s approval of this application, that: (a) any controversy or claim with respect to, in connection with, arising out of, or in any way related to the services provided by FTI to the Debtors as outlined in this application, including any matter involving a successor in interest or agent of any of the Debtors or of FTI, shall be brought in the Bankruptcy Court or the District Court for the District of Delaware (if the reference is withdrawn); (b) FTI and the Debtors and any and all successors and assigns thereof, consent to the jurisdiction and venue of such court as the sole and exclusive forum (unless such court does not have or retain jurisdiction over such claims or controversies) for the resolution of such claims, causes of actions or lawsuits; (c) FTI and the Debtors, and any and all successors and assigns thereof, waive trial by jury, such waiver being informed and freely made; (d) if the

Bankruptcy Court, or the District Court (if the reference is withdrawn), does not have or retain jurisdiction over the foregoing claims and controversies, FTI and the Debtors, and any and all successors and assigns thereof, will submit first to non-binding mediation; and, if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in the Engagement Letter ; and (e) judgment on any arbitration award may be entered in any court having proper jurisdiction. By this application, the Debtors seek approval of this agreement by the Court. Further, FTI has agreed not to raise or assert any defense based upon jurisdiction, venue, abstention, or otherwise to the jurisdiction and venue of the Bankruptcy Court or the District

Court for the District of Delaware (if the reference is withdrawn) to hear or determine any controversy or claims with respect to, in connection with, arising out of, or in any way related to this application or the services provided hereunder.

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Limited Waiver of Information Requirements of Local Rule 2016-2

20. It is not the general practice of investment banking firms to keep detailed time records similar to those customarily kept by attorneys and required by Local Rule 2016-2(d).

Accordingly, the Debtors request that FTI be excused from compliance with such requirements.

FTI will maintain records in support of any actual, necessary costs and expenses incurred in connection with the rendering of its services in these chapter 11 cases. However, FTI requests that it not be required to file time records in accordance with Local Rule 2016-2. Rather, FTI will

(i) maintain records, in half hour increments in summary format, in support of any fees incurred in connection with the rendering of its services in these chapter 11 cases by category and nature of the services rendered; and (ii) file such records with the Court, which will include summary descriptions of those services provided, the approximate time expended in providing those services, and the individuals who provided such professional services on behalf of Debtors. To the extent that FTI would otherwise be required to submit more detailed time records for its professionals by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or other applicable procedures and orders of the Court, FTI respectfully requests that this Court waive such requirements.

No Duplication of Services

21. The Debtors intend for FTI’s services to complement, and not duplicate, the services to be rendered by any other professional retained in these cases. FTI understands that

Debtors have retained and may retain additional professionals during the term of the engagement.

FTI has worked, and will continue to work, cooperatively as requested by Debtors with other professionals retained by Debtors to integrate any respective work conducted by the professionals on behalf of Debtors.

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Basis for Relief

22. The Debtors seek approval of the retention and employment of FTI as their

investment banker and financial advisor pursuant to sections 327(a) and 328(a) of the Bankruptcy

Code. Section 327(a) provides that a debtor “may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist” the debtor in carrying out its duties. 11 U.S.C. § 327(a). Section 101(14) of the Bankruptcy Code defines a “disinterested

person” as a person that:

(a) is not a creditor, an equity security holder, or an insider;

(b) is not and was not, within two (2) years before the date of the filing of the

petition, a director, officer, or employee of the debtor; and

(c) does not have an interest materially adverse to the interest of the estate or of any

class of creditors or equity security holders, by reason of any direct or indirect

relationship to, connection with, or interest in, the debtor, or for any other reason.

11 U.S.C. § 101(14).

23. Further section 1107(b) of the Bankruptcy Code provides that “a person is not disqualified for employment under section 327 of this title by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” 11 U.S.C. § 1107(b). As discussed above and in the Tobias Declaration, FTI satisfies the disinterestedness standard in section 327(a) of the Bankruptcy Code. Furthermore, FTI’s prepetition relationship with the Debtors is not an impediment to FTI’s retention as the Debtors’ postpetition investment banker and financial advisor.

24. Section 328(a) of the Bankruptcy Code authorizes the employment of a professional person “on any reasonable terms and conditions of employment, including on a

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retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis . . . .”

11 U.S.C. § 328(a). Given the numerous issues that FTI may be required to address in performing

its services for the Debtors pursuant to the Engagement Letter, FTI’s commitment to the variable

time requirements and effort necessary to address all such issues as they arise, and the market

prices for FTI’s services for engagements of this nature, the Debtors submit that the terms and

conditions of the Engagement Letter are fair, reasonable, and market-based under the standards set forth in section 328(a) of the Bankruptcy Code. The Debtors also believe that FTI’s fee structure appropriately reflects (a) the nature and scope of FTI’s services, (b) FTI’s substantial experience with respect to investment banking and financial advisory services, and (c) the fee structures typically utilized by FTI and other investment banks and financial advisory firms.

25. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014(a).

26. Additionally, Local Rule 2014-1 requires an entity seeking approval of

employment under section 327(a) of the Bankruptcy Code to file a motion, supporting affidavit,

and proposed order, all of which have been satisfied by this application, the Tobias Declaration, and the Proposed Order. Further, in accordance with Local Rule 2014-1, FTI acknowledges its continuing duty to supplement the Tobias Declaration with additional material information relating to the employment of FTI, if necessary.

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27. Bankruptcy Rule 2016 and Local Rule 2016-2 require retained

professionals to submit applications for payment of compensation in chapter 11 cases. Local Rule

2016-2(d) also requires retained professionals to submit detailed time entries that set forth, among

other things, a detailed description of each activity performed, the amount of time spent on the

activity (in tenth of an hour increments), the subject matter of the activity, and the parties involved

with the activity at issue. Local Rule 2016-2(h), however, allows a retained professional to request

a waiver of these requirements for cause.

28. The Debtors request that the requirements of Local Rule 2016-2(d) and the

Trustee Guidelines be tailored to appropriately reflect FTI’s engagement. It is not the general

practice of investment banks and financial advisory firms to keep detailed time records similar to

those customarily kept by attorneys. As discussed above, however, FTI will maintain records (in

summary format) of services rendered for the Debtors, including summary descriptions of those

services, the approximate time expended in providing those services (in half-hour (.5) increments)

and the identity of the individuals who provided those services. FTI will present such records to

the Court in its fee applications. To the extent that FTI would otherwise be required to submit more

detailed time records for its professionals by the Bankruptcy Code, the Bankruptcy Rules, the

Local Rules, or other applicable procedures and orders of the Court, FTI respectfully requests that

this Court waive such requirements. Courts in this District have approved relief similar to the relief

requested in this Application.4

4 See, e.g., In re The Hertz Corp., Case No. 20-11218 (MFW) (Bankr. D. Del. July 30, 2020) (modifying requirements for investment banker “such that [the investment banker’s] restructuring professionals shall be permitted to keep professional time records in half-hour increments, [the investment banker’s] non-restructuring professionals and personnel in administrative departments (including internal legal) shall not be required to keep any time records, [the investment banker’s] restructuring professionals shall not be required to keep time records on a project category basis, and [the investment banker] shall not be required to provide or conform to any schedule of hourly rates”); In re Destination Maternity Corp., Case No. 19-12256 (BLS) (Bankr. D. Del. Nov. 22, 2019) (authorizing investment banker to keep half-hour time records); In re Checkout Holding Corp., Case No. 18-12794 (KG) (Bankr. D. Del. Jan. 10, 2019) (waiving certain requirements for investment banker, requiring “reasonably detailed time records in one

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29. At the Debtors’ request, FTI has agreed to serve as the Debtors’ investment

banker and financial advisor on and after the Petition Date with assurances that the Debtors would

seek approval of its retention and employment, effective nunc pro tunc to the Petition Date, so that

FTI may be compensated for services rendered before approval of this application. The Debtors believe that no party in interest will be prejudiced by the granting of the nunc pro tunc employment, as provided in this application, because FTI has provided and continues to provide valuable services to the Debtors’ estates in the interim period. Courts in this District routinely approve nunc pro tunc employment in matters comparable to this matter.5

30. In light of the foregoing, the Debtors submit that the retention of FTI is in

the best interest of the Debtors, their estates and creditors, and all parties in interest in these chapter

11 cases. FTI has extensive experience in matters involving complex financial restructurings and

an excellent reputation for the services that it has rendered in chapter 11 cases on behalf of debtors

and creditor constituencies throughout the United States. The Debtors therefore submit that they

have satisfied the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local

Rules to support entry of an order authorizing the Debtors to retain and employ FTI in these chapter

11 cases on the terms described herein and in the Engagement Letter.

NOTICE

31. The Debtors will provide notice of this application on the date hereof via

U.S. first class mail to: (i) the U.S. Trustee; (ii) the holders of the 30 largest unsecured claims

against the Debtors on a consolidated basis; (iii) all agents under the Debtors’ prepetition debt

half (.5) hour increments containing descriptions of . . . services provided on behalf of the Debtors, the approximate time expended in providing those services, and the identity of the individuals providing those services”). 5 See, e.g., In re Brooks Brothers Grp., Inc., Case No. 20-11785 (CSS) (Bankr. D. Del. Aug. 12, 2020) (authorizing investment banker’s retention effective as of petition date); In re Destination Maternity Corp., Case No. 19-12256 (BLS) (Bankr. D. Del. Nov. 22, 2019) (authorizing investment banker’s retention nunc pro tunc to the petition date) In re Checkout Holding Corp., Case No. 18-12794 (KG) (Bankr. D. Del. Jan. 10, 2019) (same).

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instruments; (iv) counsel to the agents under the Debtors’ prepetition debt instruments; (v) the

Internal Revenue Service; (vi) the Securities and Exchange Commission; and (vii) any party that has requested notice under Bankruptcy Rule 2002 and Local Rule 2002-1(b). A copy of this application is also available on the Debtors’ case website at https://cases.stretto.com/francescas.

The Debtors submit that no other or further notice is necessary under the circumstances.

NO PRIOR APPLICATION

32. The Debtors have not made any prior application for the relief sought in this application to this Court or any other.

Remainder of Page Intentionally Left Blank

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WHEREFORE, the Debtors respectfully request entry of the Proposed Order, substantially in the form attached at Exhibit A, granting the relief requested in its entirety and any other relief as is just and proper.

Dated: December 14, 2020 Houston, Texas /s/ Andrew Clarke Andrew Clarke President and Chief Executive Officer Francesca’s Holdings Corporation, et al.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

------x : In re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS) et al.,1 : : (Jointly Administered) Debtors. : : Hearing Date: : January 4, 2021 at 10:00 a.m. : : Objection Deadline: : December 28, 2020 at 4:00 p.m.

:

------x

NOTICE OF “DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF FTI CAPITAL ADVISORS, LLC AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2” AND HEARING THEREON

PLEASE TAKE NOTICE that, on December 14, 2020, Francesca’s Holdings

Corporation and its affiliated debtors and debtors in possession (collectively, the “Debtors”), filed the attached Debtors’ Application For Entry of An Order (I) Authorizing the Retention and

Employment of FTI Capital Advisors, LLC As Investment Banker and Financial Advisor to the

Debtors Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Information Requirements of Local Rule 2016-2 (the “Application”) with the United States Bankruptcy Court for the

District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the

“Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the

RLF1 24460359v.1 Case 20-13076-BLS Doc 135-1 Filed 12/14/20 Page 2 of 3

Application must be in writing and filed with the Clerk of the Bankruptcy Court, 824 North

Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before December 28, 2020 at 4:00

p.m. (Eastern Standard Time).

PLEASE TAKE FURTHER NOTICE that, if any objections to the Application

are received, the Application and such objections shall be considered at a hearing before The

Honorable Brendan L. Shannon, United States Bankruptcy Judge for the District of Delaware, at

the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 1, Wilmington, Delaware

19801 on January 4, 2021 starting at 10:00 a.m. (Eastern Standard Time).

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE APPLICATION ARE TIMELY FILED IN ACCORDANCE WITH THIS NOTICE,

THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE

APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

[Remainder of page intentionally left blank.]

Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

2 RLF1 24460359v.1 Case 20-13076-BLS Doc 135-1 Filed 12/14/20 Page 3 of 3

Dated: December 14, 2020 Wilmington, Delaware /s/ Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Jason M. Madron (No. 4431) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701

- and -

O’MELVENY & MYERS LLP Maria DiConza (admitted pro hac vice) Joseph Zujkowski (admitted pro hac vice) Diana M. Perez (admitted pro hac vice) Times Square Tower Seven Times Square , New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061

Proposed Attorneys for the Debtors and Debtors in Possession

3 RLF1 24460359v.1 Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 1 of 7

Exhibit A

Proposed Order Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 2 of 7

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : In re: : Chapter 11 : Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Jointly Administered : Debtors. : Re: D.I. ------x

ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF FTI CAPITAL ADVISORS, LLCS AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2

Upon the Debtors’ application (the “Application”)2 for entry of an order

(this “Order”) (i) authorizing and approving the retention and employment of FTI Capital

Advisors, LLC (“FTICA”), in partnership with its parent FTI Consulting, Inc. (“FTI Consulting”

and together with FTICA, “FTI”) as investment banker and financial advisor to the Debtors in

these chapter 11 cases, effective nunc pro tunc to the Petition Date and (ii) waiving certain

information requirements of Local Rule 2016-2 and the Trustee Guidelines, all as more fully set

forth in the Application; and due and sufficient notice of the Application having been provided

under the particular circumstances, and it appearing that no other or further notice need be

provided; and the Court having jurisdiction to consider the Application and the relief requested

therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of

Reference from the United States District Court for the District of Delaware dated as of

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

2 Capitalized terms used but not defined in this Order have the meanings used in the Application. Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 3 of 7

February 29, 2012; and consideration of the Application and the relief requested therein being a

core proceeding under 28 U.S.C. § 157(b)(2); and this Court’s entry of a final order being

consistent with Article III of the United States Constitution; and venue being proper before this

Court under 28 U.S.C. §§ 1408 and 1409; and a hearing having been scheduled and, to the extent

necessary, held to consider the relief requested in the Application (the “Hearing”); and upon the

Tobias Declaration submitted in support of the Application and the record of the Hearing (if any

was held) and all of the proceedings before the Court; and the Court having found that the retention

and employment of FTI is in the best interests of the Debtors, their estates and creditors, and any

parties in interest; and the legal and factual bases set forth in the Application and at the Hearing

(if any was held) having established just cause for the relief granted herein; and after due deliberation thereon and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. The Debtors are authorized to retain and employ FTI as their investment banker and financial advisor in these chapter 11 cases, pursuant to the terms and subject to the conditions set forth in the Engagement Letter, nunc pro tunc to the Petition Date.

3. Except to the extent set forth herein, the Engagement Letter, including,

without limitation, the fee structure contained therein, is approved pursuant to section 328(a) of

the Bankruptcy Code, and the Debtors are authorized to pay, reimburse, and indemnify FTI in

accordance with the terms and conditions of, and at the times specified in, the Engagement Letter.

4. FTI shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court;

2 Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 4 of 7

provided, however, that in light of the services to be provided by FTI, FTI and its professionals

shall be excused from the requirement to maintain or provide detailed time records in accordance

with Bankruptcy Rule 2016(a), Local Rule 2016-2, and the Trustee Guidelines. Instead, FTI shall

maintain reasonably detailed time records in half-hour (.5) increments containing descriptions of

those services rendered for the Debtors, and the individuals who provided those services, and will

present such records together with its fee applications filed with the Court.

5. Any retainer balance held by FTI shall be applied to the professional’s

postpetition fees and expenses as they become due and payable.

6. The fees and expenses payable to FTI pursuant to the Engagement Letter

shall be subject to review pursuant to the standards set forth in section 328(a) of the Bankruptcy

Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy

Code, except, notwithstanding anything to the contrary in this Order, the Application, the

Engagement Letter or the Tobias Declaration, the U.S. Trustee shall retain the right and be entitled to object to FTI’s fees and expenses based on the reasonableness standard provided for in section

330 of the Bankruptcy Code. The Debtors and FTI further stipulate and agree that this Order and

the record relating to the Court’s consideration of the Application shall not prejudice or otherwise

affect the rights of the U.S. Trustee to challenge the reasonableness of FTI’s compensation and reimbursement requests under sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding on the

U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of FTI’s fees and compensation.

7. In the event that, during the pendency of these cases, FTI requests reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records

3 Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 5 of 7

from such attorneys shall be included in FTI’s fee applications, and such invoices and time records

shall be in compliance with Local Rules 2016-2(f) and be subject to the Trustee Guidelines and

approval of the Bankruptcy Court under the standards of sections 330 and 331 of the Bankruptcy

Code, without regard to whether such attorney has been retained under section 327 of the

Bankruptcy Code and without regard to whether such attorney’s services satisfy section

330(a)(3)(C) of the Bankruptcy Code. Notwithstanding the foregoing, FTI shall only be reimbursed for any legal fees incurred in connection with these chapter 11 cases to the extent permitted under applicable law and the decisions of this Court.

8. Notwithstanding anything to the contrary in the Application, any of its attachments or the Engagement Letter, FTI shall not seek reimbursement of any fees incurred defending any of FTI’s fee applications in these chapter 11 cases.

9. The Indemnification Provisions of the Engagement Letter are approved, subject during the pendency of these cases, to the following conditions:

a. Subject to the provisions of subparagraph (b), infra, the Debtors are authorized to

indemnify, and shall indemnify, the Indemnified Parties in accordance with the

Engagement Letter for any claim arising from related to or in connection with the

services provided for, whether prepetition or postpetition, in the Engagement

Letter;

b. Notwithstanding any provisions of the Engagement Letter to the contrary, the

Debtors shall have no obligation to indemnify the Indemnified Parties or provide

contribution or reimbursement to an Indemnified Party for any claim or expense

that is either (i) judicially determined to have resulted primarily from the

Indemnified Party’s willful misconduct, gross negligence, bad faith or self-dealing;

4 Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 6 of 7

(ii) for a contractual dispute in which the Debtors allege the breach of an

Indemnified Party’s contractual obligations unless the Court determines that

indemnification, contribution, or reimbursement would be permissible pursuant to

In re United Artists Theatre Company, et al., 315 F.3d 217 (3d Cir. 2003); or

(iii) settled prior to a judicial determination as to the exclusions set forth in clauses

(i) and (ii) above, but determined by this Court, after notice and a hearing pursuant

to subparagraph (c) hereof to be a claim or expense for which an Indemnified Party

should not receive indemnity, contribution, or reimbursement under the terms of

the Engagement Letter, as modified by the Proposed Order; and; c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in

these cases (that order having become a final order no longer subject to appeal),

and (ii) the entry of an order closing these chapter 11 cases, and Indemnified Party

believes that it is entitled to the payment of any amounts by the Debtors on account

of the Debtors’ indemnification, contribution, and/or reimbursement obligations

under the Engagement Letter, including, without limitation, the advancement of

defense costs, the Indemnified Party or FTI must file an application therefore in

this Court, and the Debtors may not pay any such amounts to such Indemnified

Party before the entry of an order by this Court approving the payment. This

subparagraph (c) is intended only to specify the period of time during which the

Court shall have jurisdiction over any request for indemnification, contribution, or

reimbursement by an Indemnified Party and not a provision limiting the duration

of the Debtors’ obligation to indemnify the Indemnified Party.

5 Case 20-13076-BLS Doc 135-2 Filed 12/14/20 Page 7 of 7

10. Notwithstanding anything to the contrary in the Application, the

Engagement Letter or the Tobias Declaration, during the course of these chapter 11 cases, the clause in the section sentence of Section VI.B of the Engagement Letter stating that “no one other than the Company and O’Melveny is intended to be a beneficiary of this engagement” shall have no force and effect; provided, however, that FTI and the Debtors do not intend for there to be any third party beneficiaries to the Engagement Letter except as set forth therein.

11. Notwithstanding anything to the contrary in the Application, the

Engagement Letter, or the Tobias Declaration, during the course of the chapter 11 cases, (a) FTI shall have whatever fiduciary duty is imposed upon it by applicable law and (b) any limitation of liability provisions in the Engagement Letter shall have no force or effect.

12. In the event of any inconsistency between the Engagement Letter, the

Application, and this Order, this Order shall govern.

13. The Debtors and FTI are authorized and empowered to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application and the Engagement Letter.

14. Notice of the Application as provided therein shall be deemed good and sufficient notice of such Application and the requirements of the Bankruptcy Rules and Local

Rules are satisfied by such notice.

15. Notwithstanding any provision in the Bankruptcy Rules to the contrary, the terms and conditions of this Order are immediately effective and enforceable upon its entry.

16. Notwithstanding any term in the Engagement Letter to the contrary, this

Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Order.

6 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 1 of 24

Exhibit B

Tobias Declaration Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 2 of 24

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : In re: : Chapter 11 : Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Jointly Administered : Debtors. : ------x

DECLARATION OF GLENN TOBIAS IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF FTI CAPITAL ADVISORS, LLCS AS INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2

Under 28 U.S.C. § 1746, I, Glenn Tobias, declare under penalty of perjury that the

following is true and correct to the best of my knowledge, information, and belief:

1. I am a Senior Managing Director and Chief Executive Officer of FTI

Capital Advisors, LLC (“FTICA” and together with its parent, FTI Consulting, Inc., “FTI”), an

investment banking and financial advisory firm with numerous offices throughout the country.

2. I submit this declaration (the “Declaration”) on behalf of FTI in support of

the Debtors’ Application for Entry of An Order (I) Authorizing the Retention and Employment of

FTI Capital Advisors, LLC as Investment Banker and Financial Advisor to the Debtors, Nunc Pro

Tunc to the Petition Date and (II) Waiving Certain Information Requirements of Local Rule 2016-

2 (the “Application”).2

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

2 Capitalized terms used but not defined in this Declaration have the meanings used in the Application. Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 3 of 24

3. Unless otherwise stated in this Declaration, I have personal knowledge of

the facts set forth herein and, if called as a witness, I would testify thereto.3

FTI’s Qualifications

4. I believe that FTI and the professionals it employs are uniquely qualified to advise the Debtors on the matters for which FTI is proposed to be employed in a cost-effective,

efficient, and timely manner. FTI has a wealth of experience in providing financial advisory

services in restructurings and reorganizations and enjoys an excellent reputation for services it has

rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the

United States.

5. FTI has been engaged by the Debtors since August 12, 2020, and has become familiar with the Debtors’ business, management, financial affairs, and capital structure.

Specifically, FTI advised the Debtors prior to the Petition Date regarding, among other things, certain in- and out-of-court restructuring alternatives and ultimately advised the Debtors in preparation for these chapter 11 cases.

FTI’s Disinterestedness

6. In connection with the preparation of this Declaration, FTI conducted a

review of its contacts with the Debtors and certain entities holding large claims against or interests

in Debtors that were made reasonably known to FTI. A listing of the parties reviewed is reflected

in Schedule 1 to this Declaration (the “Potential Parties in Interest”). FTI’s review, completed

under my supervision consisted of a query of the Potential Parties in Interest within an internal

computer database containing names of individuals and entities that are current or recent former

3 Certain of the disclosures set forth herein relate to matters not within my personal knowledge but rather within the knowledge of other employees at FTI and are based on information provided to me by them.

2 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 4 of 24

clients of FTI. A summary of such relationships that FTI identified during this process is set forth

on Schedule 2 to this Declaration.

7. Based on the results of this review, FTI does not have a relationship with any of the parties on Schedule 1 in matters related to these proceedings. FTI has provided and

could reasonably be expected to continue providing services unrelated to the Debtors’ cases for

the various entities shown on Schedule 2. FTI’s assistance to these parties has been related to

providing various financial restructuring, litigation support, or engineering and scientific

investigation consulting services. To the best of my knowledge, no services have been provided to

these Potential Parties in Interest that involve their rights in the Debtors’ cases, nor does FTI’s

involvement in this case compromise its ability to continue such consulting services.

8. Further, as a part of its diverse practice, FTI appears in numerous cases,

proceedings, and transactions that involve many different professionals, including attorneys, accountants, and financial consultants, who may represent claimants and parties-in-interest in these chapter 11 cases. Also, FTI has performed in the past, and may perform in the future, advisory consulting services for various attorneys and law firms, and has been represented by several attorneys and law firms, some of whom may be involved in these proceedings. In addition, FTI has in the past, may currently, and will likely in the future be working with or against other professionals involved in these chapter 11 cases in matters unrelated to the Debtors and these chapter 11 cases. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these relationships create interests materially adverse to the Debtors in matters upon which FTI is to be employed, and none are in connection with these chapter 11 cases.

9. Accordingly, to the best of my knowledge FTI is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, in that FTI: (i) is not a creditor,

3 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 5 of 24

equity security holder, or insider of the Debtors; (ii) was not, within two years before the date of

filing of the Debtors’ chapter 11 cases, a director, officer, or employee of the Debtors; and (iii) does

not have an interest materially adverse to the interest of the Debtors’ estate or of any class of

creditors or equity security holders.

10. If any new material relevant facts or relationships are discovered or arise,

FTI will promptly file a supplemental declaration.

Professional Compensation

11. In the ninety (90) days prior to the Petition Date, the Debtors paid to FTI

$3.36 million for fees billed of $2.96 million for prepetition services performed and to be

performed (in the form of Cash On Account), corresponding to fees and expenses under the

Engagement Letter. FTI’s current estimate is that it has received unapplied advance payments from

the Debtors in excess of prepetition billings in the amount of $397,151. FTI shall apply any

remaining amounts of its prepetition Cash On Account balance as a credit toward postpetition fees

and expenses, after such postpetition fees and expenses are approved pursuant to an order of the

Court awarding fees and expenses to FTI.

12. The fee structure set forth in the Application is consistent with FTI’s typical fees for work of this nature. The fees are set at a level designed to compensate FTI fairly for the work of its professionals and assistants and to cover fixed and routine overhead expenses. It is

FTI’s policy to charge its clients for all disbursements and expenses incurred in the rendition of

services.

13. It is not the general practice of investment banking and financial advisory

firms to keep detailed time records similar to those customarily kept by attorneys. FTI’s

professionals, when formally retained in chapter 11 cases, and when required by local rules, do,

4 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 6 of 24

and in these cases will, keep time records in half-hour increments describing their daily activities and the identity of persons who performed such tasks.

14. The fee structure set forth in the Application is comparable to those generally charged by investment banking and financial advisory firms of similar stature to FTI and for comparable engagements, both in and out of court, and reflect a balance between a fixed, monthly fee, and contingency amounts which are tied to the consummation and closing of a transaction as contemplated in the Engagement Letter.

15. The Engagement Letter was negotiated at arm’s length and in good faith, and I believe that the provisions contained therein are reasonable terms and conditions of FTI’s employment by the Debtors. With respect to the Engagement Letter’s indemnification provisions, unlike the market for other professionals that a debtor or committee may retain, indemnification is a standard term of the market for investment bankers. The indemnity, moreover, is comparable to those generally obtained by investment banking firms of similar stature to FTI and for comparable engagements, both in and out of court.

16. To the best of my knowledge, (i) no commitments have been made or received by FTI with respect to compensation or payment in connection with these cases other than in accordance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, and (ii) FTI has no agreement with any other entity to share with such entity any compensation received by FTI in connection with these chapter 11 cases.

17. By reason of the foregoing, I believe FTI is eligible for employment and retention by the Debtors pursuant to sections 327(a) (as modified by section 1107(b)) and 328(a) of the Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.

5 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 7 of 24

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my information, knowledge, and belief.

Executed on December 14, 2020

/s/ Glenn Tobias Glenn Tobias Chief Executive Officer FTI Capital Advisors LLC

6 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 8 of 24

Schedule 1

Potential Parties-in-Interest: No Relationship

108 NORTH STATE STREET OWNER, LLC 1143 ,LLC 168TH AND DODGE, L.P. 2200 NORTH MAPLE AVENUE - 10071280 LLC 2547 BRINDLE DRIVE REAL ESTATE, LLC 26 INTERNATIONAL, INC. 3333, L.L.C. 3341 SOUTH LINDEN ROAD HOLDINGS, LLC 338 KING STREET LLC 338A KING STREET LLC 3B INTERNATIONAL LLC A&G REALTY PARTNERS, LLC ABDINOOR, ISSAC ACADIAN ASSET MANAGEMENT LLC ACADIANA MALL LLC ACCESSORIES DIRECT INTERNATIO ACCESSORIES HOUSE NY, LLC ACCUDATA SYSTEMS, INC AEGEAN APPAREL AEW CAPITAL MANAGEMENT, LP AFCO CREDIT CORPORATION AGE GROUP LTD AGILONE INC. DEPT OF REVENUE ALABAMA POWER ALBERTA DEVELOPMENT PARTNERS, LLC ALDERWOOD MALL LLC ALGONQUIN COMMONS ALLIANT ENERGY ALVAREZ & MARSAL HOLDING, LLC AMERICAN ASSETS TRUST, LP AMERICAN FASHION ACCESSORIES AMERICAN UNITED LIFE INSURANCE COMPANY AMERISHOP SUBURBAN, LP ANA ACCESSORIES CORPORATION ANCORA FAMILY WEALTH ADVISORS LLC ANDRE & ELKE PARRA ANDRE AND ELKE PARRA ANN HARRIS BENNETT ANN PAGE ANNAPOLIS MALL LIMITED PARTNERSHIP ANNAPOLIS MALL LP APS ARBIEN JEWELRY CORP ARBORETUM MALL OWNER LLC ARC TEXTILES INC ARCHITECTURAL GRAPHICS INC ARDEN FAIR ASSOCIATES, L.P ARDEN FAIR MALL ARENT FOX ARIEL JANITORIAL SERVICE, INC. DEPT OF REVENUE DEPT OF FIN. & ADMIN. ARLINGTON SPECIALTIES, INC ARTITALIA GROUP ARUNDEL MILLS LIMITED PARTNERSHIP ARUNDEL MILLS, LP ASHA DESIGN LLC ASHEVILLE RETAIL ASSOCIATES LLC ASPEN GRF2, LLC ASPEN GROVE ASPEN PLACE AT LAST SPORTSWEAR, INC ATHRA NJ, INC. ATLANTA OUTLET SHOPPES, LLC ATLANTIC CITY ASSOCIATES, LLC ATN HOLDINGS ATTIX, LAUREN AVALON MANAGEMENT AVANT JEWELRY INC. AVENUES MALL LLC AVID FLOOR MAINTENANCE, INC. Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 9 of 24

AVISTA BALLET JEWELLS LLC BALTIMORE CENTER ASSOCIATES LIMITED BAN.DO PARTNERSHIP BANKRUPTCY MANAGEMENT SOLUTIONS, INC. BANZAI L.A. BAREFOOT LANDING COMMERCIAL, LLC BATES, CHARLES BATH THERAPY CO BATTLEFIELD MALL, LLC BAYER RETAIL COMPANY IV, L.L.C. BAYSHORE SHOPPING CENTER PROPERTY OWNER BAYSHORE LLC BEACHCLIFF MARKET LLC BEKKA FASHION INC BEL AIRE PLAZA, LLC BELDEN MALL, LLC BELL TOWER SHOPS LLC BELLWETHER PROPERTIES OF BELLA & COMPANY LIMITED PARTNERSHIP BELLWETHER PROPERTIES OF , BELMAR MAINSTREET HOLDINGS I, LLC LIMITED PARTNERSHIP BENDER, PATRICIA BERENBAUM WEINSHIENK PC BERENSON FREEPORT ASSOCIATES LLC BEYOND INC. BF OWNER, L.L.C. BGE BIRCH RUN OUTLETS II L.L.C. BIZZ, INC. BLACKHAWK PLAZA BLACKROCK FUND ADVISORS BLACKSTONE ALTERNATIVE INVESTMENT BLANCHARD AND CALHOUN COMMERCIAL ADVISORS LLC BLESER, PHILIP BLOOMFIELD HOLDINGS, LLC BLOOMREACH, INC. BLUE AMBROSIA, INC BLUEGRASS OUTLET SHOPPES CMBS, LLC BO B K DESIGNS CORP. BOFA SECURITIES, INC. BOISE MALL, LLC BOSTON BARRICADE COMPANY, INC. BOULEVARD INVEST LLC BPC HENDERSON, LLC BRAINTREE PROPERTY ASSOCIATES LIMITED BRAND HEAD QUARTERS PARTNERSHIP BRANDON THOMAS CO. LTD. BRANSON LANDING BRE THRONE PRESTON PARK LLC BRIARWOOD LLC BRIDGEWAY CAPITAL MANAGEMENT, INC. BRVC OWNER, LLC BUCHBINDER, DAVID BUNZL RETAIL LLC BUSH, AMBER BUYER RETAIL COMPANY IV LLC BV CENTERCAL, LLC BVA AVENUE SPE LLC C.H ROBINSON CAFARO MANAGEMENT COMPANY CAI DESIGN INC CALERES, INC. CALI DEPT OF TAX & FEE ADMIN CAMACHO, JASON CAPITAL REALTY GROUP CARDLYTICS CAROLE, INC CAROLINA PLACE CAROLINA PLACE LLC CAROUSEL CENTER COMPANY L.P CAROUSEL MANAGEMENT COMPANY, LLC CASANDRA PROPERTIES, INC. CASEY, LINDA CASEY, LINDA CASSIDY TURLEY CRE, INC. CASTLETON SQUARE LLC CASTO-OAKRIDGE VENTURE, LTD.

2 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 10 of 24

CAUSEWAY LLC CBL - SHOPS AT FRIENDLY, LLC CBL & ASSOCIATES MANAGEMENT, INC. CBL & ASSOCIATES PROPERTIES, INC. CBL RM-WACO, LLC CELS ENTERPRISES, INC. CENTERCAL PROPERTIES CENTRAL POWER CENTRO WEST PARK LLC WEST PARK MALL CENTURY CITY MALL, LLC CENTURY SOURCING GROUP, INC CEP TOWN & COUNTRY INVESTORS CH REALTY VII/R NOVA PROMENADE, L.L.C. CH SHOPPES LLC CHAMPAIGN MARKET PLACE L.L.C. CHARLES KOMAR & SONS, INC. CHARLES SCHWAB INVESTMENT MANAGEMENT, CHARLESTON TOWN CENTER INC. CHARLOTTE PREMIUM OUTLETS CHELSEA LIMERICK HOLDINGS, LLC CHELSEA POCONO FINANCE, LLC CHERRY HILL CENTER, LLC CHESTNUT HILL SQUARE LLC PREMIUM OUTLETS CHICO MALL CINCINNATI PREMIUM OUTLETS, LLC CIRCLE CENTRE MALL LLC CITRUS PARK VENTURE LIMITED PARTNERSHIP CITY OF AUSTIN CITYPLACE RETAIL, L.L.C. CLACKAMAS MALL L.L.C. CLARK INVESTMENT COMPANY CLARKE, ANDREW CLEARFORK RETAIL VENTURE, LLC COASTAL PROPERTY MANAGEMENT COCONUT POINT TOWN CENTER, LLC COLE GP COLIGNY PLAZA LIMITED PARTNERSHIP COLLECTION XIIX COLLEGIATE MERCHANDISE GROUP I COLOR TEAM LLC DEPARTMENT OF STATE COLORADO MILLS MALL LIMITED COLORADO MILLS MALL LIMITED PARTNERSHIP COLUMBIA CAMERON VILLAGE, LLC L.L.C. COLUMBUS OUTLETS, LLC COMPENDIUM, INC. COMPTROLLER OF - SUT CONCORD MILLS MALL LIMITED PAR CONEDISON CONNECTICUT DEPT OF REVENUE CONNECTICUT LIGHT & POWER CONSOLIDATED ELECTRICAL CONSOLIDATED SHOE COMPANY CONSTELLATION NEW ENERGY INC CONSUMERS ENERGY CONTRACT DATASCAN, LP CONWAY DEVCO DE, L.L.C. COOLSPRINGS MALL, LLC CORAL-CS/LTD ASSOCIATES CORAL-CS/LTD. ASSOCIATES CORPUS CHRISTI RETAIL CORPUS CHRISTI RETAIL VENTURES LP COTTON EMPORIUM, INC. COUNTRY CLUB PLAZA JV LLC COUNTRY CLUB PLAZA KC COUNTRYSIDE MALL LLC COX BUSINESS COX, LEAH COX, NATALIE COZY CASUAL CP COMMERCIAL DELAWARE, LLC CP VENTURE FIVE - AWC LLC CPG PARTNERS, L.P. CPS ENERGY CPT PEACHTREE FORUM I, LLC CPT SHOPS AT ROSSMOOR, LLC CR MOUNT PLEASANT, LLC CRAIG REALTY GROUP - CASTLE ROCK, LLC CREATIVE CO-OP, INC CRESTVIEW HILLS TOWN CENTER CROSS RIVER MANAGEMENT LLC

3 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 11 of 24

CROSSGATES MALL COMPANY NEWCO LLC CROSSROADS CENTER (MN) CRYSTALS TRADING, INC. CSHV HCG RETAIL, LLC CT CORPORATION SYSTEM CVM HOLDINGS, LLC CW JOIN VENTURE CYBER GROUP INC. CYRUS JM CORP. DA BOMB LLC DAN CHAMBERS DANBURY MALL, LLC DANCOR CONSTRUCTION INC. DANIA LIVE 1748 II, LLC DASPIN & AUMENT, LLP DAVID J. TRACY, ESQ. DDR ASPEN GROVE LIFESTYLE CENTER DDR DB STONE OAK LP PROPERTIES, LLC DDR DEER PARK TOWN CENTER LLC DDRTC BIRKDALE VILLAGE LLC DEANGELIS, ROBERTA A. DECORWARE INTERNATIONAL INC DEE ELLE DEL AMO FASHION CENTER OPERATING COMPANY, DELMARVA POWER L.L.C. DENVER PAVILIONS OWNERCO, LLC DENVILLE UNION HILL, L.L.C. DESIGN CLIQUE INC DESIRE PATH DESTIN COMMONS LTD DESTIN COMMONS, LTD DICE, HOLLY DICENTRAL CORPORATION DIMENSIONAL FUND ADVISORS LP DLA PIPER US LLP DOMAIN NORTHSIDE RETAIL PROPERTY OWNER LP DOMAIN RETAIL PROPERTY OWNER DORTCH, SHAKIMA L. DREAM USA, INC DS WATERS DTPS B-2, LLC DUESENBERG INVESTMENT COMPANY, LLC DWYER, DWYER & CAMBRE E.S. ORIGINALS, INC. EAST LION CORP EAST WEST IMPORT EXPORT INC EASTON TOWN CENTER II LLC EASTON TOWN CENTER II LLC EASTON TOWN CENTER LLC EASTVIEW MALL, LLC EDENS LIMITED PARTNERSHIP EDGEMINE EDWARDS REALTY COMPANY EFC CAPITAL, INC. EKLECCO NEWCO LLC ELMWAL ASSOCIATES, LLC EM BRANDS LLC EMANUEL-GERALDO INC. EMMETT, RICH EMORY PARK, INC. EMPERIA, INC. EMPIRE DISTRICT EMPORIUM MALL LLC ENCHANTE ACCESSORIES EQUAL ACCESS ACTION NETWORK ERIC BERLINER, ESQ. ESKRIDGE (E&A), LLC ESSENCE COLLECTION, INC ESUNG NEW YORK, LLC ETHAN CONRAD PROPERTIES EUNINA EVERGREEN WALK LIFESTYLE CENTER, LLC EVERLY EVERSOURCE EVOLUTIONARY APPAREL INC EWH ESCONDIDO ASSOCIATES, L.P. FAMMA GROUP FANTAS EYES, INC. FANTASIA ACCESSORIES, LTD FANTASY FILES, INC FASHION AVENUE KNITS FASHION CENTRE ASSOCIATES, LLC FASHION CONNECTION GROUP FASHION OUTLETS LLC

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FASHION SHOW MALL, LLC FASHION VALLEY MALL, LLC FAYETTE MALL SPE, LLC C/O CBL & ASSOCIATES, FC YONKERS ASSOCIATES, LLC INC. FEDERATED MDTA LLC FHR MAIN RETAIL CENTER, LLC FIESTA COLLECTION, INC FIRE DIV OF TOPSON DOWNS OF CA FLATIRON PROPERTY HOLDING LLC FLOOR ZONE MALL ASSOCIATES, LTD. FORBES/COHEN FLORIDA PROPERTIES LIMITED FORMATION BRANDS, LLC PARTNERSHIP FORSYTH OWNER 1, LP FORT SMITH MALL REALTY LLC FOUR STATE PROPERTIES LLC FOX RUN MALL, LLC FOX, TIMOTHY J. FRANKLIN PARK MALL FREEHOLD CHANDLER TRUST LLC FREEMALL ASSOCIATES, LLC FRENZY JEWELS, INC FRONTIER FSH ASSOCIATES, LP FUCHS & ROSELLI, LTD. FULL CIRCLE TRENDS FW SERVICES, INC G&I INTERMEDIATE RANGER II LLC G&I VI PROMENADE, LLC G&I VII RETAIL CARRIAGE LLC GALLERIA AT WOLFCHASE, LLC GALLERIA MALL INVESTORS LP GALVESTON OUTLETS LLC GARDEN CITY CENTER GART PROPERTIES LLC GATEWAY WOODSIDE INC GC PIVOTAL LLC GD THAYER GEENEN DEKOCK PROPERTIES, LLC GENESEE VALLEY CENTER GENNARO, INC. GEODE CAPITAL MANAGEMENT LLC GEORGETOWN ONE LLC DEPARTMENT OF REVENUE GEORGIA POWER GERRITY RETAIL FUND 2, INC. GFP-BELMAR, LLC GGP - LLC GGP HOLDINGS INC. GGP NORTHRIDGE FASHION CENTER, LP GGP , LLC GGP-GRANDVILLE L.L.C. GGPLP LLC GGP-MAINE MALL L.L.C. GGP-OTAY RANCH,L.P GILROY PREMIUM OUTLETS GIORDANO, DIANE GLADE LIFESTYLE, LLC GLIMCHER MJC, LLC GLIMCHER PROPERTIES L.P. GLIMCHER SUPERMALL VENTURE GLIMCHER WESTSHORE LLC GLOBAL FASHION RESOURCE INC GLOBAL REAL ESTATE GLOUCESTER PREMIUM OUTLETS GMA ACCESSORIES, INC. GOFF, CHERYL GOLDENVIDA, INC. GOLDMAN SACHS ASSET MANAGEMENT GOULSTON & STORRS, P.C. INTERNATIONAL GOVERNOR'S SQUARE GPF LUBBOCK ASSOCIATES LIMITED PARTNERSHIP GPT-LONGMEADOW, LLC GRACELET COLLECTIONS, INC. GRAND & BENEDICTS INC GRAND PRAIRIE OUTLETS, LLC , LLC GRANITE TELECOMMUNICATIONS GRANITE TELECOMMUNICATIONS GRAPEVINE MILLS MALL

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GREEN, CHRISTINE GREENE TOWN CENTER LLC GREENVILLE CENTER ASSOCIATES LLC GREF III REIT OP LP GREGORY T. MALONEY, RECEIVER - KITSAP MALL GROSSBERG, YOCHELSON, FOX & BEYDA, LLP GROUP ONE TRADING LP GROVE CITY FACTORY SHOPS LIMITED GRUBB & ELLIS PARTNERSHIP GULF COAST FACTORY SHOPS LIMITED GULF POWER PARTNERSHIP GUSB INC GVC GAESCO GESTION SGIIC SA H.G. HILL REALTY COMPANY, LLC HACKMAN, BENJAMIN HAMILTON MALL REALTY LLC HAMILTON TOWN CENTER, LLC HAP PROPERTY OWNER, L.P. HART TC I-III, LLC HARTFORD LIFE AND ACCIDENT INS HARTMAN SIMONS & WOOD LLP HAUTE CITY CENTER HC BRENTWOOD UNIT A, LLC HCW PRIVATE DEVELOPMENT, LLC HECK, JEFFERY HENDERSON SQUARE LIMITED PARTN HENRY HORN & SONS INCORPORATED HENRY S. MILLER REALTY MANAGEMENT, LLC HEWY WINE CHILERS, LLC HEYRI J, INC. HG GALLERIA, LLC HGREIT IIO EDMONSON ROAD LLC HIGHLAND COURT OXFORD, LLC HIGHLAND VILLAGE HOLDING, INC HILL MANAGEMENT SERVICES, INC. HINES INTERESTS LIMITED PARTNERSHIP HINKLE ELKOURI LAW FIRM L.L.C. HIRE RIGHT LLC HISTORIC THIRD WARD DEVELOPMENT, LLC HOCKER OXMOOR, LLC HOLYOKE MALL COMPANY LP HONEY CREEK INVESTMENTS, LLC HOOVER MALL LIMITED LLC HOOVER MALL LIMITED, LLC HSC HOLDINGS, LLC HUDSON VILLAGE DEVELOPMENT COMPANY, LLC HULL STOREY RETAIL GROUP, LLC HUNT UPTOWN, LLC HUNTINGTON MALL COMPANY ICR, LLC ICUP, INC. IDEA DESIGN CONCEPTS, INC. IEM INC IG DESIGN GROUP DEPT OF REVENUE IMI HUNTSVILLE, LLC IMI MSW LLC IMI MSW, LLC INCREMENTO DEPT OF REVENUE INLAND COMMERCIAL REAL ESTATE INLAND NATIONAL REAL ESTATE SERVICES, LLC INMOD, INC. INSTITUTIONAL MALL INVESTORS INTERMOUNTAIN STAFFING INTERNATIONAL ENVIRONMENTAL MA INVENTRUST PROPERTY MANAGEMENT, LLC INVESCO CAPITAL MANAGEMENT LLC INVESTORS RESEARCH CORP. INWOOD VILLAGE DEPT OF REVENUE ISZO CAPITAL MANAGEMENT LP ITALIAN CONNECTION, INC. J&H CREATIONS JACKSONVILLE AVENUES LIMITED PARTNERSHIP JADE MARKETING GROUP, LLC JAINSONS INTERNATIONAL, INC. JANE ENVY, LLC JASMINE TRADING CORP. JD STELLAR LLC JDA SOFTWARE INC. JEFFERSON NAPERVILLE, LLC JEMS IMPORTS, INC. JERSEY CENTRAL POWER & LIGHT

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JERSEY SHORE JG ELIZABETH II, LLC JIM R. SMITH JIN, XIAOMEI JODI KRISTOPHER, LLC JOLIE CLOTHING, INC. JONES LANG LASALLE AMERICAS INC. JONES, NYANQUOI JOSEPH D. AREZZO, INC JOYFUL JEWELRY, INC JRA HHF VENTURE, LLC JUDGE ASHELY M. CHAN JUDGE CHRISTOPHER S. SONTCHI JUDGE JOHN T. DORSEY JUDGE KAREN B. OWENS JUDGE LAURIE SELBER SILVERSTEIN JUDGE MARY F. WALRATH JUSTIN TAYLOR, INC. KALAMAZOO MALL LLC KANSAS DEPT OF REVENUE KBL GROUP INTERNATIONAL LTD. KCMO WATER SERVICES DEPT. KENILWORTH CREATIONS, INC KENNEDY MALL, LTD. KENNEY, MARK OAKS MALL COMPANY KENWOOD MALL L.L.C. OH KETER ENVIRONMENTAL SERVICES KETER ENVIRONMENTAL SERVICES KEYSTONE PROPERTY HOLDING CORP. KEYSTONE-FLORIDA PROPERTY KHEDR BELMONT SHORES LLC KIBO SOFTWARE INC. KIKKERLAND DESIGN KILLEEN MALL KIM DAWSON AGENCY KING OF PRUSSIA ASSOCIATES3172 KIRK PALMER & ASSOCIATES KITCHENS KELLEY GAYNES, P.C. KITSAP MALL KITSCH, LLC KJC INTERNATIONAL INC KLK FORTE INDUSTRY, INC. KONICA MINOLTA PREMIER FINANCE KRE BROADWAY OWNER LLC KU KW FASHION CORP. KY DEPT OF REVENUE L&B DEPP INWOOD VILLAGE, L.P. LA CANTERA RETAIL LIMITED PARTNERSHIP LA MAMBA LLC LAKELINE DEVELOPERS LAKEVIEW CONSTRUCTION, INC LAP USA, INC. LAS VEGAS NORTH OUTLETS, LLC LAW OFFICES OF DAVID SKRILOW LE MIEL GROUP LEAMY, JANE LEAWOOD TCP, LLC LEE-JONES, ADRIENNE LEGACY PLACE PROPERTIES LLC LEHIGH VALLEY ASSOCIATES LETS GO APPAREL, INC. LEVI STRAUSS & CO. LEVINE INVESTMENTS, LP LEVIS COMMONS, LLC LG&E LIBERTY CENTER LIFETIME BRANDS, INC LINCOLN PLAZA CENTER LP LINE AND DOT, LLC LIPA LIVERMORE PREMIUM OUTLETS, LLC LK JORDAN & ASSOCIATES DEPARTMENT OF REV LPF GENEVA COMMONS, LLC LUCERNEX LUCKY FEATHER LLC LUST FOR LIFE FOOTWEAR, LLC LVP ST. AUGUSTINE MACARTHUR SHOPPING CENTER MACERICH EQ LIMITED PARTNERSHI MACERICH FRESNO LP MACERICH MANAGEMENT COMPANY MACMILLAN

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MACWH, LP MADISON / WEST TOWNE LLC MADISON MARQUETTE BELL TOWER SHOPS, LLC MADISON MARQUETTE RETAIL SERVICES MAESA LLC MAINSTREET INC. MALL AT GREAT LAKES, LLC MALL AT LIMA, LLC MALL AT MIAMI INTERNATIONAL, LLC MALL AT NORTHSHORE LLC MALL AT POTOMAC MILLS, LLC MALL AT ROCKINGHAM, LLC MALL AT SMITH HAVEN, LLC MALL AT SOLOMON POND, LLC MALL AT SUMMIT, LLC MALL AT TUTTLE CROSSING LLC MALL AT WHITE OAKS, LLC MALL OF ABILENE MALL OF GEORGIA, LLC MALL ST. VINCENT, LLC MANAGEMENT LLC MANHATTAN ASSOCIATES INC MANHATTAN VILLAGE LLC MARC FISHER FOOTWEAR MARC FISHER JUNIOR BRAND, LLC MARCUS ADLER GLOVE CO. MARK BRODY MARK EDWARDS APPAREL MARKET PLACE SHOPPING CENTER MARKET STREET WOODLANDS, LP MARKETSTREET LYNNFIELD MASHPEE COMMONS II, LLC MASSACHUSETTS DEPT OF REVENUE MAYER, JENNIE MAYFLOWER CAPE COD, LLC MAYFLOWER SQUART ONE LLC MCA PROMENADE OWNER LLC MCCOLLUM, HANNAH MCGALLA, SUSAN MCMAHON, JOSEPH MDN DEVELOPMENT, INC. MDS BUILDERS, INC. MEADOWBROOK ASSOCIATES LLC MEADOWOOD MALL LLC MERIDEN REALTY LLC MERIDIAN CENTERCAL, LLC MERKURY INNOVATIONS, LLC MERRICK PARK, LLC MERRIMACK PREMIUM OUTLETS METROPOLIS LIFESTYLE CENTER, LLC MIA SHOES MICHAEL E. ANDERSON MICHAEL, LEVITT & RUBENSTEIN LLC DEPART OF TRESASURY MID-SOUTH OUTLET HOLDINGS LLC MILLBURN RIDGEFIELD CORP. MILLENNIUM MANAGEMENT LLC DEPT. OF REVENUE MIRACLE TALLAHASSEE, LLC MIROMAR DEVELOPMENT CORPORATION MIROMAR OUTLET WEST, LLC MISS 21 IMPORTS MISSION VALLEY SHOPPINGTOWN LLC MISSION VIEJO ASSOCIATES, L.P. MISSISSIPPI SALES TAX COMMISSI MJM JEWELRY MMS TRADING, INC. MNH MALL, LLC MOA INTERNATIONAL CORP. MOAC MALL HOLDINGS LLC MODE ECLECTIQUE, INC MOHAWK FACTORING II INC MONTANA ACCESSORIES INC MONTGOMERY MALL MOODY LAW GROUP, PLLC MP SHOPS AT HIGHLAND VILLAGE LLC MPH PACIFIC PLACE LLC MRB CONSULTING LLC MS MANAGEMENT ASSOCIATES INC. MSH76LLC MUCH TOO MUCH MUD PIE, LLC MULTIMEDIA PLUS MUZAK LLC

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MUZAK LLC NASDAQ NATICK MALL, LLC NATIONAL PROJECT MANAGEMENT NATURAL LIFE COLLECTIONS, INC. DEPT OF REVENUE NED ALTOONA LLC NED MANAGEMENT LIMITED PARTNERSHIP NES JEWELRY INC. DEPARTMENT OF TAXATION DIVISION OF TAXATIO NEW RIVER CENTER MALL II LP NEW YORK STATE NEWPARK MALL NICOR GAS NITIN ENTERPRISES, INC NO BOUNDRIES INC. NORFOLK OUTLETS, LLC NORFOLK PREMIUM OUTLETS, LLC NORTH AMERICAN PROPERTIES NORTH AMERICAN SIGNS, INC. DEPT OF REVENUE NORTH COUNTY FAIR, LP NORTHERN TRUST INVESTMENTS, INC. NORTHLAKE MALL (INVESTMENT MANAGEMENT) NORTHWOOD INVESTORS NORTHWOOD PL A L.P. NORTHWOOD RETAIL LLC NOVA, INC. NP/I&G EASTCHASE PROPERTY OWNER, LLC NPW USA NW ARKANSAS MALL REALTY LLC NW BLAKENEY RETAIL LLC O’LEARY, JOSEPH O’MALLEY, JAMES R. OAK PARK MALL OAKBROOK SHOPPING CENTER OAKBROOK URBAN VENTURE LP OAKRIDGE MALL LP OAKS MALL, LLC OCCASIONALLY MADE OG&E DEPARTMENT OF TAXATION OHIO EDISON OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM OK ORIGINALS LTD OKC CLASSEN CURVE, LLC OKC OUTLETS JV, LLC. TAX COMMISSION OLD ORCHARD URBAN LIMITED PARTNERSHIP OLR AMERCIA OMAHA OUTLETS SPE, LLC OMAHA PUBLIC POWER DISTRICT ONCALL STAFFING INC. ONE STEP UP LTD ONESOURCE VIRTUAL, INC. ONIN STAFFING ONTARIO MILLS ONTARIO MILLS LIMITED PARTNERSHIP OPRY MILLS LIMITED PARTNERSHIP OPRY MILLS MALL LIMITED PARTNERSHIP ORACLE CREDIT CORPORATION ORANGE CICLE STUDIO CORPORATIO ORLAND LP ORLAND, L.P ORLANDO INTERNATIONAL PREMIUM OUTLETS OUELLETTE, TAYLOR OUTLET MALL OF SAVANNAH, LLC OUTLETS AT TRAVERSE MOUNTAIN, LLC OUTLETS AT WESTGATE, LLC OZ JEWELRY CORP PALADONE PRODUCTS, LTD PALISADES II, LLC PALMETTO ELECTRIC COOPERATIVE PANACIO, MICHAEL PANNEE, INC. PAPERCUT CLOTHING, LLC MALL PARTNERS MALL ABILENE LLC PASEO NUEVO MANAGEMENT, LLC

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PASEO NUEVO PASEO NVEVO OWNER LLC PATTERSON PROPERTIES, INC. PC GROUP RETAIL PECAN MALL LLC PECKHAM PROPERTIES, INC. PENN POWER PENN ROSS JOINT VENTURE PENN SQUARE MALL LIMITED PARTNERSHIP VENTURE, LLC PERKINS ROWE PERMIUM OUTLET PARTNERS, L.P. PERRY, D’SHAUNTA PETER BLACK FOOTWEAR & PETERSON MANAGEMENT, LC PFP COLUMBUS, LLC PHEASANT LANE REALTY TRUST PHXAZ/KIERLAND COMMONS LLC PIAZZA MONTANA LLC PIER PARK, LLC PINKETTE CLOTHING, INC. PINNACLE HILLS PINNACLE NORTH IV, LLC PMLP POAG SHOPPING CENTERS, LLC POLLOCK INVESTMENTS, INC POPSOCKETS, INC LLC POUGHKEEPSIE GALLERIA, LLC POWERHOUSE RETAIL SERVICES LLC PPF RTL ROSEDALE SHOPPING CENTER, LLC PPL ELECTRIC UTILITIES PR 150 ROOSEVELT SHOPS LLC PR AVALON PHASE I OWNER, LLC PR CAPITAL CITY LIMITED PARTNERSHIP PR EXTON SQUARE PROPERTY L.P. PR II LACENTERRA, LP PR PATRICK HENRY LLC PR SPRINGFIELD TOWN CENTER LLC PR VALLEY LIMITED PARTNERSHIP PR WOODLAND LIMITED PARTNERSHIP PREMIERE GLOBAL SERVICE PREMIUM OUTLET PARTNERS LP PREMIUM OUTLET PARTNERS, L.P. PRESCOTT GROUP CAPITAL MANAGEMENT LLC PRIME OUTLETS AT PLEASANT PRAIRIE LLC PRIME TIME NYC, LLC PRIMITIVES BY KATHY, INC. PRISA LL LLC PRIZMA JEWELRY PROPERTIES OF HISTORIC CHARLESTON, LLC PROVIDENCE PLACE PROVIDENCE RETAIL LLC PRULELLO, DANIELLE PUEBLO MALL PYRAMID WALDEN COMPANY, LP R & B UNIVERSITY VILLAGE, LTD. R.E. D CAPITAL MANAGEMENT, LLC R.K. GETTY CORP. RADIANT GLOBAL LOGISTICS, INC RAKUTEN MARKETING LLC RAMANUJAN GROUP, LLC RAND ACCESSORIES INC. RANDOM HOUSE RANGER H-TX LP RANI MANAGEMENT LLC RB SCHERERVILLE CROSSINGS, LLC RB-3 ASSOCIATES RBC DOMINION SECURITIES, INC. RD INTERNATIONAL STYLE COLLECT RECYCLING & WASTE REDGRAVE, MARTYN REGENCY CENTERS CORP REINHART BOERNER VAN DEUREN S.C. RELIANT RENAISSANCE AT COLONY PARK, LLC RENAISSANCE PARTNERS I, LLC REPORT FOOTWEAR RESTON TOWN CENTER RESTRICTED FOOTWEAR, INC. RETAIL REAL ESTATE CONSULTANTS RETAILNEXT, INC REUNITED LLC REVENUE PROPERTIES SOUTHLAND LIMITED RICHENDERFER, LINDA PARTNERSHIP RIDGEDALE CENTER RIMROCK MALL

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RIMROCK OWNER, L.P. RIVERSIDE SQUARE LIMITED PARTNERSHIP RIVERSIDE SQUARE LP RIVERTOWN CROSSINGS RIVERWALK MARKETPLACE (NEW ORLEANS), LLC RM MEMBER, LLC RNK JEWELRY ROBERT A. CRISANTI, ESQUIRE ROBINSON MALL ASSOCIATES, LLC ROCHESTER MALLS, LLC ROCKAWAY CENTER ASSOCIATES ROFFE ACCESSORIES ROGER J. HYMEN ROLLA COSTER INC ROLLA COSTER INC. ROLLING OAKS MALL, LLC ROSANNA IMPORTS, INC. ROSEBUD PERFUME COMPANY, INC. ROTHSCHILD & CO. US INC. ROUGH SKETCH CORP. ROUND ROCK PREMIUM OUTLETS LP ROUND ROCK PREMIUM OUTLETS, L.P. ROUTE 140 SCHOOL STREET, LLC ROUTE 35 SHREWSBURY LP ROXBERI, LLC RPAI SAN ANTONIO HUEBNER OAKS LIMITED RPAI US MANAGEMENT LLC PARTNERSHIP RPI BEL AIR MALL, LLC RPI CARLSBAD, L.P. RPI CHESTERFIELD LLC RPI TURTLE CREEK MALL, LLC RREEF MANAGEMENT L.L.C. DEUTSCHE ASSET RPT REALTY MANAGEMENT RUDY ADALBERTO ESTRADA-HERNANDEZ RYMSBRAN CONTENENTAL CORP S PLUS L INC. S.B. ANDREWS COMPANY LLC SADIE & SAGE, INC. SAGE MACHADO, INC SAGEMORE MANAGEMENT LLC SAINT LOUIS GALLERIA L.L.C. SAMANTHA WARREN SAN DIEGO GAS & ELECTRIC SANGERTOWN SQUARE L.L.C. SANOY, INC. SANTA ANITA SHOPPINGTOWN LP SANTA FE MALL PROPERTY OWNER LLC SANTA FE PLACE SARA PECK FAMILY LIMITED SARA PECK LIMITED FAMILY PARTNERSHIP SARKESSIAN, JULIET SAUL SUBSIDIARY I LIMITED PARTNERSHIP SC PLAZA, L.L.C. SCE&G SCHEPACARTER, RICHARD SCOTTSDALE FASHION SQUARE LLC SEA GIRT LP SECRET CHARM LLC SENTRE, INC. SERRANO, EDITH SHALOM INTERNATIONAL CORP. SHANTEX GROUP LLC SHAZURI LLC SHERMAN OAKS FASHION ASSOCAITE SHI INTERNATIONAL CORP SHIRALEAH, LLC SHIRDEE IMPORTS LLC SHOPPES AT RIVER CROSSING, LLC SHOPPING CENTER ASSOCIATES SHOPS AT LA CANTERA SHOPS AT MISSION VIEJO, LLC SHOPS AT SADDLE CREEEK INC. SHOPS AT SOMERSET SQUARE, LLC SHOPS AT ST. JOHNS, LLC SHORT PUMP TOWN CENTER, LLC SIERRA, ROSA SIETE LLC , LLC SILVER BUFFALO, LLC SILVER SANDS GL I, LLC SIMON CAPITAL LIMITED PARTNERSHIP

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SIMON PROPERTY GROUP (TEXAS), L.P SIMON/CHELSEA LAS VEGAS DEVELOPMENT, LLC SIMON/PREIT GLOUCESTER DEVELOPMENT, LLC SINGERMAN REAL ESTATE, LLC SM EASTLAND MALL, LLC SOCM I LLC SOFTCHOICE CORPORATION SOLAS CAPITAL MANAGEMENT LLC SOMERSET COLLECTION LIMITED PARTNERSHIP SOUTH CAROLINA DEPT OF REVENUE SOUTH HILLS VILLAGE ASSOCIATES, L.P. SOUTHDALE LIMETED PARTNERSHIP SOUTHDALE LIMITED PARTNERSHIP SOUTHERN EDISON SOUTHERN HILLS MALL SOUTHERN PARK MALL, LLC SOUTHGATE MALL SOUTHGLENN PROPERTY HOLDINGS, LLC SOUTHLAKE INDIANA LLC SOUTHLAND CENTER, LLC SOUTHLANDS TC LLC SOUTHPOINT MALL, LLC SOUTHPOINTE PAVILIONS SHOPPING CENTER SOUTHRIDGE LIMITED PARTNERSHIP SP5 ATLANTIC RETAIL VENTURES, LLC SPG PRIEN, LLC SPINOSO REAL ESTATE GROUP SPOTSYLVANIA MALL COMPANY SPRINGFIELD TOWN CENTER MANAGEMENT SRMF TOWN SQUARE OWNER LLC OFFICE SRP PROPERTY MANAGEMENT, LLC SSS APPAREL INC ST. CLOUD MALL L.L.C. ST. GEORGE OUTLET DEVELOPMENT LLC STAFF FORCE, INC. STAPLES BUSINESS ADVANTAGE STARBUCK CAPITAL II, L.L.C. AND OX POND STAR OF INDIA FASHIONS CAPITAL, L.L.C. STARLUME, INC. STARR, KAREN STARTEK POWER STAR-WEST FRANKLIN PARK MALL STAR-WEST JV, LLC STAR-WEST LOUIS JOLIET, LLC STARWOOD RETAIL PROPERTY MANAGEMENT, LLC STATION PARK CENTERCAL, LLC STEEL HOUSE, INC. STEVE MADDEN, LTD STONEBRIAR MALL, LLC STONERIDGE PROPERTIES LLC STONESTOWN SHOPPING CENTER LP STONY LEATHER, INC STORED VALUE SOLUTIONS STRATEGIC LEASING LAW GROUP STREET RETAIL INC. STYLES ON DEMAND INC SUGARFINA SUNBELT MANAGEMENT COMPANY SUNBELT STORES, INC. SUNRISE MALL LLC SUPERGAIN INC. SUPER-REGIONAL MALLS OPERATING SWEET CLAIRE INC. SY CASA PALOMA LLC TACOMA MALL PARTNERSHIP TAMPA ELECTRIC TANGER MANAGEMENT, LLC TANGER PROPERTIES LIMITED PARTNERSHIP TAYLOR CORPORATION TAYLOR, VICTORIA TB MALL AT UTC LLC T-C FORUM AT CARLSBAD LLC TECHNOLOGENT TEENPLO CLOTHING, INC TENNESSE DEPARTMENT OF REVENUE TERRAMAR CAPITAL TEXAS MANAGEMENT DIVISION, INC TEXAS STATE COMPTROLLER THE ARBORETUM OF SOUTH BARRINGTON THE CLINTON EXCHANGE THE CROSSROADS (MI) THE FALLS SHOPPING CENTER ASSOCIATES LLC

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THE GALLERY AT HARBORPLACE THE GRAYSON COMPANY, LLC THE GROUP LA, INC. THE HAWTHORNE BUILDINGS, LLC THE HUGHES CORPORATION THE ILLUMINATING CO. THE IRVINE COMPANY LLC THE KIMS BROTHER CORP THE LONGMEADOW SHOPS THE MACERICH PARTNERSHIP, L.P. THE MALL AT PARTRIDGE CREEK THE MALL AT WELLINGTON GREEN THE MARION PLAZA, INC. THE MARKET COMMON THE MORET GROUP THE O'KEEFE GROUP INC THE PROMENADE AT BOLINGBROOK THE PROMENADE SHOPS AT BRIARGATE THE PROPELLER COMPANY THE RETAIL PROPERTY TRUST THE ROSS LAW GROUP THE SHOPPES AT GRAND PRAIRIE THE SHOPS AT LEGACY THE SHOPS AT SUMMERLIN NORTH, LP THE STREETS AT SOUTHPOINT THE TOWN CENTER AT BOCA RATON TRUST THE WOODMONT COMPANY THOMAS PRINTWORKS THOMASSEE, CINDY TIC INVESTMENT COMPANY TIGER FINANCE, LLC TIMELESS JEWEL LLC TINKER, T. PATRICK TITAN NORTH AMERICA TJC MANUFACTURING, LLC TKG MANAGEMENT, INC. TM NORTHLAKE MALL, L.P. TM WELLINGTON GREEN MALL L.P. TM WILLOW BEND SHOPS, LP TMC MISSION LLC & JCC MISSION, LLC TMD HOLDINGS, LLC TOCU XIV LLC TORCOM CONSTRUCTION TOULANTIS, MARIE TOWN & COUNTRY PARTNERSHIP TOWN CENTER AT COBB, LLC TOWN SQUARE VENTURES, L.P. TRADEMARK PROPERTY COMPANY TREASURE COAST-JCP ASSOCIATES, LTD. TREND LAB CORP. TRIGILD, INC TRIPLE7GLOBAL, INC TRIXXI CLOTHING COMPANY TROPICANA CASINO AND RESORT TRPF 99-101 BOSTON OFFICE REIT TRUE FABRICATIONS TRUMBULL SHOPPING CENTER TSO VERO BEACH, LP TSW 2015 LLC TUCSON PREMIUM OUTLETS, LLC TURN ON PRODUCTS TUTTLE CROSSING ASSOCIATES II LLC TWC CHANDLER LLC TWC TUCSON, LLC TWELVE OAKS MALL, LLC TWIN CITY OUTLETS EAGAN LLC TWMB ASSOCIATES, LLC TWO-ONE-TWO NEW YORK, INC. TYCO INTERGRATED SECURITY TYLER MALL LIMITED PARTNERSHIP TYSONS CORNER HOLDINGS LLC UBS REALTY INVESTORS LLC UNGER FABRIK, LLC UNIT FASHION, INC. UNIVERSAL CITYWALK UNIVERSITY PARK MALL, LLC UNIVERSITY PLACE SPE L.L.C. UPV GLIMCHER, LP URBAN EXPRESSIONS, INC. URBAN SHIPPING CENTERS, LP URBANCAL MANHATTAN TOWN CENTER, LLC US CENTENNIAL MALLS JV LLC USPG PORTFOLIO TWO, LLC

13 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 21 of 24

UTC VENTURE LLC VALENCIA TOWN CENTER VENTURE, L.P. VALJEAN INTERNATIONAL, INC. VALLEY FAIR UTC L.L.C. , LP VALLEY SQUARE OWNER, LLC VANGUARD GLOBAL ADVISERS LLC VARA, ANDREW R. VCMG LLC VERIFONE, INC. VESTAR GREEN VALLEY, LLC VESTAR PROPERTIES, INC. VESTAR PROPERTY MANAGEMENT VF MALL LLC VIBES MEDIA, LLC VICTORIA MALL, LP VIDA SHOES INTERNATIONAL VILLAGRANA, DAVID VINSON, RAMONA VINTAGE CONSTRUCTION DEPT OF TAXATION VIRTU FINANCIAL BD LLC W/S PEAK CANTON PROPERTIES, LLC W/S/M HINGHAM PROPERTIES LLC WALT DISNEY PARKS AND RESORTS U.S., INC. WALT WHITMAN MALL, LLC WALTON FOOTHILLS HOLDINGS VI, L.L.C. WARD & O'DONNELL WESTFIELD WARREN B. DUCKETT, III, ESQ. MULRENINFRANCES, PRIME MANAGEMENT ASSOCIATES, P.A. LLC WASHINGTONIAN ASSOCIATES L.C. WASTE MANAGEMENT WATER TOWER JOINT VENTURE WATERFORD LAKES WATTERS CREEK OWNER, LLC WE ENERGIES WEA SOUTHCENTER LLC WEA SOUTHCENTER LLC WEED-SHEFFIELD, LLC WELLS FARGO COMMERCIAL MORTGAGE WELLS FARGO INS SVCS OF TX SERVICING WELLSKY TEXTILE WENDY THOMPSON WEST ACRES DEVELOPMENT LLP WEST COUNTY MALL CMBS, LLC WEST TOWN MALL LLC WEST TOWN MALL, LLC WEST VILLAGE 2004 PO LIMITED PARTNERSHIP WESTCOAST ESTATES WESTCOR SANTAN VILLAGE LLC WESTFIELD BRANDON WESTLAND GARDEN STATE PLAZA LIMITED WESTGATE MALL REALTY LLC PARTNERSHIP WESTLAND SOUTH SHORE MALL LP WG PARK, L.P. WHAT DO YOU MEME, LLC WHITE, ASHLEY WHITE, TAMMY WHITESTONE REIT WHITLOCK, MARY PATRICIA WHOS THERE, INC. WILHELMINA INTERNATIONAL INC. WILLOWBROOK MALL, LLC WILSON CANAL PLACE II, LLC WIREGRASS REALTY LLC DEPT OF REVENUE WJCA, INC W-LD LEGENDS HOLDING V11 LLC W-LD LEGENDS OWNER VII, LLC WM CORPORATE SERVICES, INC WOLF, JANET WOLFPACK BRANDS LLC WOODBURN PREMIUM OUTLETS WOODFIELD MALL LLC WOODHOLME PROPERTIES LIMITED PARTNERSHIP WOODLAND HILLS MALL, LLC WORKDAY, INC WS TICE'S CORNER MARKETPLACE L.L.C.

14 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 22 of 24

WS/TAMPA OWNER LLC WYNN, DION WYNNE, KELLY XEOMATRIX, INC YORK PROPERTIES, INC. YTC MALL OWNER, LLC YTC MANAGEMENT, LLC ZORBITZ, INC.

15 Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 23 of 24

Schedule 2

Parties-in-Interest Noted for Court Disclosure

ACCOUNTEMPS ADP, INC. AETNA INC AHMAD ZAVITSANOS ANAIPAKOS AKAMAI TECHNOLOGIES INC. AMEREN AMERICAN NATIONAL INSURANCE COMPANY ARNALL GOLDEN GREGORY AT&T AT&T ATMOS ENERGY BARCLAYS BANK PLC BROOKFIELD CORNERS LLC BROWNSTEIN HYATT FARBER SCHRECK, LLP CBC GROUP, INC. CBRE GLOBAL INVESTORS, LLC CBRE, INC. CENTURYLINK CITIGROUP GLOBAL MARKETS, INC. COMCAST (INVESTMENT MANAGEMENT) DELOITTE & TOUCHE LLP DINSMORE & SHOHL LLP DOMINION VIRGINIA POWER DUKE ENERGY DYNEGY ENERGY SERVICES ENTERGY ERNST & YOUNG, LLP FACEBOOK INC. FEDERAL REALTY INVESTMENT TRUST FEDEX FLORIDA DEPT OF REVENUE FLORIDA POWER & LIGHT CO. FOLEY & LARDNER LLP FOREST CITY FRANCESCA’S COLLECTIONS, INC. FRANCESCA’S HOLDINGS CORPORATION FRANCESCA’S LLC FRANCESCA’S SERVICES CORPORATION GARDEN CITY OWNER LLC GOLDMAN SACHS & CO. LLC (PRIVATE BANKING) GOOGLE INC. HACHETTE BOOK GROUP HARPER COLLINS PUBLISHERS, LLC JOHNSON CONTROLS JPMORGAN CHASE BANK, N.A. KANSAS CITY POWER & LIGHT KIMCO REALTY CORPORATION KING & SPALDING LLP KPMG LLP MARSH USA, INC. MCGUIRE WOOD LLP MICROSOFT CORPORATION DEPARTMENT OF REVENUE MORGAN STANLEY & CO. NATIONAL GRID NBC UNIVERSAL LLC NV ENERGY O'MELVENY & MYERS LLP ORACLE AMERICA, INC PACIFIC TRIAL ATTORNEYS PARKER, HUDSON, RAINER & DOBBS LLP PECO DEPT. OF REVENUE PEPCO PERKINS COLE LLP PG&E PGIM REAL ESTATE PNC BANK, NA (INVESTMENT MANAGEMENT) PRUDENTIAL REAL ESTATE INVESTORS PSE&G PUGET SOUND ENERGY PYRAMID MANAGEMENT GROUP, LLC REALTY CORPORATION RELIANT ENERGY REPUBLIC SERVICES RICHARDS, LAYTON & FINGER LLP SANTEE COOPER SIMON PROPERTY GROUP Case 20-13076-BLS Doc 135-3 Filed 12/14/20 Page 24 of 24

STATE OF WASHINGTON TAFT STETTINIUS & HOLLISTER LLP THE PRUDENTIAL INSURANCE COMPANY THE UNITED ILLUMINATING CO. OF AMERICA THE VANGUARD GROUP, INC. TOWER RESEARCH CAPITAL LLC TW TELECOM WEINGARTEN REALTY INVESTORS WELLS FARGO BANK, N.A. XCEL ENERGY

2 Case 20-13076-BLS Doc 135-4 Filed 12/14/20 Page 1 of 17

Exhibit C

Engagement Letter

Case 20-13076-BLS Doc 135-4 Filed 12/14/20 Page 2 of 17

3 Times Square, 9th Floor New York, NY 10036

fticonsulting.com

August 12, 2020

CONFIDENTIAL

Ms. Maria J. DiConza O'Melveny & Myers LLP 7 Times Square New York, NY 10036

Subject: Engagement of FTI Capital Advisors, LLC

Ms. DiConza:

This letter confirms the retention of FTI Capital Advisors, LLC (“FTICA”) by O'Melveny & Myers LLP (“O’Melveny”) as counsel to and on behalf of Francesca’s Holding Corporation and its subsidiaries (collectively, the “Company”), to provide the following services as directed by O’Melveny: 1) investment banking services, which will include acting as the Company’s exclusive financial advisor and agent in connection with: i) a capital raise of new senior debt, junior debt, convertible debt, or equity (“Capital Raise Transaction”), ii) a possible merger, consolidation, joint venture, partnership, business combination, recapitalization, in or out of court restructuring, acquisition, sale, distribution, transfer or other disposition of assets or equity interests, involving all or part of the business, assets or equity interests of the Company and/or any of its subsidiaries or affiliates, or any right or option to acquire any of the foregoing, in one or more transactions (any or all of the preceding, an “M&A Transaction”), and each of the above services delineated in i) and ii) above, a “Transaction”), and, 2) restructuring services with respect to the Company’s capital structure, liquidity, landlords, existing lenders and other related restructuring activities (“Restructuring Services”), which services are necessary for O’Melveny to render legal advice to the Company. This letter of engagement (the “Engagement”), inclusive of the terms and conditions contained herein and the indemnification provisions contained in Exhibit I hereto, constitute the engagement contract (the “Engagement Contract”) pursuant to which the services will be provided as set forth in Section III hereof. For purposes of this Engagement Contract, references to the “Company” include the Company’s present and future subsidiaries and affiliates and any entities formed in connection with any Transaction.

Any Transaction will be done on a best efforts basis, and this Engagement Contract does not represent a commitment of capital by FTICA in any form to the Company.

FTICA is a wholly-owned subsidiary of FTI Consulting, Inc. (“FTI”). While the engagement may be staffed by personnel from both FTICA and FTI, all matters pertaining to transactions, rules and regulations governed by the Financial Industry Regulatory Authority (“FINRA”) related to this Engagement Contract will be under the authority and direction of FTICA as required by applicable law and FINRA’s rules.

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FTICA is registered with FINRA in the United States and engages in securities transactions pursuant to that registration. FTICA will not make solicitations or other approach to non-U.S. based investors. In non-US securities transactions, FTICA may be required to work with securities dealers registered in other countries. In that event, the Company may be required to sign a separate engagement with a non-US securities dealer. FTICA will notify the Company if that is required.

Subject to the terms hereof, FTICA will act at the direction of, and under the supervision, of O’Melveny, to assist O’Melveny in rendering legal advice and performing legal services for the Company. To the fullest extent permitted by applicable laws and rules, work performed by FTICA as part of this engagement, including, without limitation, any communications with O’Melveny and the Company, and any advice, analysis or reports FTICA may prepare, shall be covered by attorney work-product doctrine, the attorney-client privilege, and all other applicable privileges, notwithstanding the obligations of the Company hereunder. The Company and O’Melveny agree that any deliverable prepared by FTICA is prepared under O’Melveny’s direction and is, provided that payment therefor has been made by the Company in full, the property of O’Melveny.

I. Term of Engagement

The term of this Engagement will continue until the earlier of six months from the date hereof or until terminated in the manner provided for in this Section. Either party may terminate FTICA’s engagement hereunder, with or without cause, by giving the other party at least 30 days’ prior written notice.

II. Survival of Certain Provisions

The provisions of Section IV entitled “Compensation/Payment for Services Performed;” Section V.(B) entitled “Identified Parties;” Section V.(D) entitled “Indemnification;” Section V.(F) entitled “Sale of Exempt Securities;” Section V.(G) entitled “SEC Compliance;” Section VI.(A) entitled “Confidentiality;” Section VI.(B) entitled “Engagement for the Benefit of the Company;” Section VI(C) entitled “Public Announcement;” Section VI(E) entitled “Standing, Choice of Law, Litigation;” Section VI.(F) entitled “Waiver of Jury Trial;” Section VI.(G) entitled “Arbitration;” Section VI.(H) entitled “Attorney’s Fees;” and Section VI.(K) entitled “Notice” and any other provisions of this letter that expressly state that they continue for a period of time following such termination or expiration shall survive any expiration or termination of this Engagement Contract.

III. Services to be Provided by FTICA

A. Services to be Performed. In connection with this Engagement and subject to the ongoing direction of O’Melveny, FTICA will provide the following services:

1. Investment Banking Services i. Assist O’Melveny with the review and assessment of strategic alternatives for the Company including evaluating the Company’s capital needs (which will require a high-level review of the Company’s business plan and cash flow forecast), and advising the

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Company and the Board regarding the potential capital raise and M&A alternatives. We expect this workstream will be completed over a 2-4 week period and will be performed by a combination of FTICA professionals and FTI professionals with experience in investment banking, restructuring, and the retail industry. For the avoidance of doubt, regardless of senior restructuring and retail professionals supporting this activity, these services will not be considered Restructuring Services, and will be subject to the fees payable pursuant to Section IV.A.2.i. below. ii. Assist O’Melveny in establishing criteria to identify interested parties aligned to comply with the Company’s objectives. iii. Advise O’Melveny with regard to parties that may be interested in a Transaction ("Transaction Parties"). iv. Assist O’Melveny in the preparation of materials to supplement the Company’s public filings, to be provided to potential Transaction Parties, as appropriate and if requested. v. Outreach to identified parties, distribution and negotiation of confidentiality agreements. vi. Facilitate and manage the virtual data room with all necessary due diligence and information requirements. vii. Screening, including due diligence, ranking and evaluating any proposals received from Transaction Parties. viii. Preparation and coordination of management presentations and meetings. ix. Assist O’Melveny with negotiations and document preparation to close the Transaction. x. Providing timely reporting to O’Melveny regarding the status and progress of the Transaction process.

2. Restructuring Services – In connection with this engagement, only if requested in writing by the Company, and subject to the ongoing direction of O’Melveny, FTICA will provide Restructuring Services to facilitate any Transaction. FTICA’s Restructuring Services may include: i. Cash flow forecasting and management. a. Review and provide feedback to O’Melveny related to the Company’s weekly cash forecasting, including any lender reporting. Assess whether additional work is required by FTICA to develop, revise, and report on weekly cash spending. b. Assist O’Melveny in managing the Company’s cash spending to preserve and maximize cash availability.

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ii. Assist O’Melveny with respect to communications with the Company’s lenders, investors, and other key stakeholders, as appropriate. a. Provide input and assistance with the preparation of materials for these discussions. b. Assist O’Melveny with responding to stakeholder information requests. c. Discuss with O’Melveny appropriate strategies for negotiation with stakeholders. iii. Assist O’Melveny with a high level assessment of liabilities and payment/claims waterfall including contingent/off-balance sheet liabilities. Determine any additional analyses needed to develop strategy for required resolution of any liabilities.

To the extent that any potential Transaction will require a chapter 11 filing by the Company for effective execution, FTICA would propose a comprehensive scope for the required services to execute this appropriately while minimizing process costs. FTICA will provide an estimate for these additional costs at the time that such services are contemplated. The parties hereto agree and acknowledge that Restructuring Services and services in connection with any transaction that contemplates the sale of a controlling interest in the Company are not currently contemplated and that such services will be provided only upon future request by the Company.

B. Disclosure of Relevant Inquiries. In order to assist FTICA in its efforts to identify potential Transaction Parties, the Company agrees to promptly disclose to FTICA all Transaction related inquiries received by the Company from any individual or entity, including inquiries received prior to the execution of this Engagement Contract.

C. Nondisclosure Agreement. Prior to FTICA providing information to a prospective Transaction Party, FTICA shall obtain from such Transaction Party an executed non- disclosure agreement in form and substance satisfactory to the Company and O’Melveny.

D. Use of Third Parties. FTICA agrees that it shall not retain other persons or firms to provide services hereunder (except persons or firms affiliated with FTICA) without the prior written approval of the Company and O’Melveny.

E. No Duplication. FTICA acknowledges that the Company has retained A&G Realty Partners, LLC (“A&G”) to provide real estate advice and services in relation to the Company’s leasehold interests in certain real properties. Notwithstanding anything to the contrary in this Engagement Contract, in the event that A&G is the lead advisor on an agreement or transaction with the Company’s landlords and a success fee is payable to A&G pursuant to the terms of the Real Estate Services Agreement by and between A&G and the Company, FTICA shall not receive a Transaction Success Fee for such Transaction; provided, however, this No Duplication provision shall not act as a waiver of any obligation of the Company to provide compensation to FTICA for all Capital Raise transactions with the exception of any agreement

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reached by A&G with landlords or related counterparties for the deferral or reduction of rent on the Company’s retail or corporate locations.

IV. Compensation/Payment for Services Performed

A. Fees Payable to FTICA. As compensation for services rendered by FTICA under this Engagement Contract, the Company agrees to pay FTICA certain fees on the terms outlined below.

1. Investment Banking Fees. As compensation for Investment Banking Services outlined in Section III.A.1. above, the Company agrees to pay FTICA certain fees on the terms outlined below.

i. Monthly Work Fees. The Company shall pay FTICA a non- refundable monthly work fee ("Monthly Work Fee") of $85,000 for the first month, payable upon the execution of this Engagement Contract and $50,000 per month, payable on each monthly anniversary of the execution of the Engagement Contract thereafter. The Monthly Work Fees for the first three (3) months of this Engagement will be credited (to the extent previously paid) against the Transaction Fees (as defined below), subject to the Company agreeing to pay no less than the Minimum Success Fee (as defined below) at the closing of the first Transaction to Close. ii. Transaction Success Fees. In the event the Company closes on one or more Transactions, then for each Transaction, without duplication, FTICA shall earn a “Transaction Success Fee,” as follows: a. Capital Raise Transaction Success Fee – A Transaction Success Fee will be payable to FTICA based on the amount of each Capital Raise Transaction, as follows: i. Senior Debt - 2.0%, with the Transaction Success Fee payable on the amount of the commitment by the lenders regardless of whether drawn or undrawn at closing; ii. Junior Debt - 3.5%, with the Transaction Success Fee payable on the amount of the commitment by the lenders regardless of whether drawn or undrawn at closing; iii. Convertible Debt - 4.0%, with the Transaction Success Fee payable on the amount of the commitment by the investors regardless of whether drawn or undrawn at closing;

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iv. Equity - 5.0%, with the Transaction Success Fee payable on the amount of the commitment by the investors regardless of whether drawn or undrawn at closing. b. M&A Transaction Success Fee – A Transaction Success Fee of 3.0% will be payable to FTICA based on the Transaction Value (as defined below) achieved in each M&A Transaction; c. Transaction Success Fee Payment Timing – Transaction Success Fees are due and payable in cash to FTICA from the gross proceeds of and on the date of any closing of a Transaction. d. Minimum Transaction Success Fee – Notwithstanding the Transaction Success Fee percentages outlined above owed to FTICA, in the event the Company closes on one or more Transactions, the Company agrees to pay a minimum Transaction Success Fee (“Minimum Transaction Success Fee”) under this Engagement Contract of $650,000, payable upon the closing of the first Transaction. Any subsequent Transactions to close under this Engagement Contract will not be subject to the Minimum Transaction Success Fee. In the event the Minimum Transaction Success Fee has been paid, any excess of the Minimum Transaction Success Fee over the Transaction Success Fee that otherwise would have been payable with respect to the applicable initial Transaction (“Transaction Success Fee Credit”) shall be credited against future Transaction Success Fees, provided, however, that for any Transaction that closes more 30 days from the first Transaction (each a “Later Transaction”), if the application of any Transaction Success Fee Credit results in FTICA receiving a Transaction Success Fee of less than $250,000 for the Later Transaction, the application of any remaining Transaction Success Fee Credit shall be limited so that FTICA receives a Transaction Success Fee of the lesser of $250,000 or the applicable Transaction Success Fee attributable to the Later Transaction. e. Single Party Transaction Success Fee Discount – The Capital Raise Transaction Success Fee will be reduced by 50 bps (0.50%) across all capital committed by the same party, provided the Transaction Success Fee for Senior Debt will remain at 2% in all cases; f. Transaction Value defined – The M&A Transaction Success Fee is not dependent on the type, amount or proportion of

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different securities issued or committed as part of any Transaction, and may include, but not be limited to, equity investments, including preferred and common equity, mezzanine or other junior debt, and senior secured debt. For purposes of this Engagement Contract, “Transaction Value” shall mean the full value of all consideration paid or received or to be paid or received, directly or indirectly, in connection with a Transaction in respect of the assets of the Company or the outstanding securities of the Company on a fully diluted basis, including, without limitation, the total value of all cash, securities, other property, payments made in installments and any contingent, earned or other consideration paid or payable, directly or indirectly, by a Transaction Party pursuant to a Transaction. The value of any such securities (other than indebtedness) or other property or items of value shall be valued at the time of closing without regard to any restrictions on transferability and determined as follows: (i) if such securities are traded on a stock exchange, the value of securities in an established public market shall be the last closing market price of such securities prior to consummation of the sale; (ii) if such securities have no established public market, or if the consideration utilized consists of property other than securities, the value of such securities or other property shall be the fair market value thereof as determined by FTICA and the Company in good faith. “Transaction Value” shall also include the face value of any indebtedness (including any trade credit) assumed, refinanced, or forgiven as part of a Transaction.

2. Restructuring Fees/Cash on Account. As compensation for the Restructuring Services outlined in Section IV.A.2 above, the Company agrees to pay FTICA certain fees on the terms outlined below.

i. Restructuring Fees – FTICA’s compensation for Restructuring Services will be based upon the time incurred to provide the Restructuring Services requested in writing by the Company, multiplied by our standard hourly rates. Following the Company’s request for Restructuring Services, FTICA will provide an estimated budget of Restructuring fees based on the anticipated scope of

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services. Restructuring Services are expected to be provided on a "cash on account" basis.

United States Per Hour (USD) Senior Managing Directors $920 – 1,295 Directors / Senior Directors / Managing Directors 690 – 905 Consultants/Senior Consultants 370 – 660 Administrative / Paraprofessionals 150 – 280

3. FTICA understand and agree that the Company shall be solely responsible for the payment of all fees and expenses that may be incurred or become due to FTICA from time to time in connection with this Engagement. Notwithstanding anything to the contrary in this Engagement Contract or any other engagement letter or other agreement between us or with the Company, in no event shall O’Melveny be responsible for the payment of any such fees and expenses, and O’Melveny assumes no liability in relation to any fees or expenses payable by the Company to FTICA under this Engagement Contract or otherwise with respect to this Engagement.

B. In addition to the compensation described in Section IV.(A) above and the obligation of the Company to pay certain expenses as set forth in Section V.(F) or as otherwise provided herein, the Company will pay all of FTICA’s reasonable and documented out-of-pocket expenses, including document and presentation material expenses. The total amount of such out- of-pocket expenses incurred by FTICA and other covered expenses are due and payable within thirty (30) days of the date of any invoice relating thereto that is provided to the Company. FTICA shall not incur any individual item of expense for the Company’s account in excess of $15,000 without the prior consent of the Company, not to be unreasonably withheld.

C. If any fee or expense due hereunder is not fully paid when due, the Company agrees to pay all costs of collection or other enforcement of FTICA’s rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.

V. Representations, Warranties, Terms and Conditions

The Company hereby represents and warrants to, and agrees with FTICA as follows:

A. Binding Agreement. This Engagement Contract has been duly authorized and represents the legal, valid, binding and enforceable obligation of the Company and neither this Engagement Contract nor the consummation of the transactions contemplated hereby requires the approval or consent of any governmental or regulatory agency or violates any law, regulation, contract or order binding on the Company. The Company further represents and warrants that the Company is in all respects qualified and authorized (subject to Board approval of any specific Transaction) to enter into Transactions of the type contemplated hereby.

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B. Identified Parties. No later than ten (10) days following the expiration of the term of this Engagement Contract, FTICA shall present to the Company a list of potential Transaction Parties identified by FTICA during the term and the Company shall present to FTICA a list of potential Transaction Parties with whom the Company had contact during the term with respect to such entity acting as a possible Transaction Party. The Company shall have the right to object to all or any of the parties named on FTICA’s list and FTICA shall have the right to object to the absence of any name from the Company’s list. If not otherwise resolved, any objection shall be resolved by arbitration as provided herein.

C. Information. The Company will use its commercially reasonable best efforts to furnish FTICA with all information and material that FTICA requests in connection with the performance of its obligations hereunder, including information and materials regarding any potential Transaction Party. The Company represents and warrants that it believes all information to be made available to FTICA by the Company or contained in any documents provided by the Company to FTICA will, at all times during the period of the engagement of FTICA hereunder and to the best of its knowledge, be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. The Company further represents and warrants that any projections provided to FTICA or contained in any documents will have been prepared in good faith and will be based upon assumptions that in light of the circumstances under which they are made, are reasonable. The Company acknowledges and agrees that in rendering its services hereunder, FTICA will be using and relying on all information that is or will be furnished to FTICA by or on behalf of the Company, that as to any such information FTICA may not make any independent investigation or verification thereof, and that as between the Company and FTICA, FTICA will not in any respect be responsible for the accuracy or completeness of any of the foregoing kinds of information, and that FTICA may not undertake to make an independent appraisal of any of the assets of the Company. The Company understands that in rendering services hereunder FTICA will also rely upon the advice of counsel to the Company and other advisors to the Company as to legal, tax and other matters relating to the acquisition and the financing or any other Transaction contemplated by this Engagement Contract.

D. Indemnification. In connection with engagements of the nature covered by this Engagement Contract, it is FTICA’s practice to provide for indemnification, contribution, and limitation of liability. By signing this Engagement Contract, the Company agrees to the provisions attached to this Engagement Contract (Exhibit I), which provisions are expressly incorporated by reference herein.

E. “Blue Sky” Securities Registration. The Company shall make or cause to be made state “blue sky” applications in such states and jurisdictions as shall be required by law in connection with the acquisition and the financing. It shall be the Company’s obligation to bear all blue sky counsel fees and expenses.

F. Sale of Exempt Securities. It is understood that the offer and sale of any securities sold in the financing (the “Securities”) will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) thereof or Regulation D promulgated there under. The Company will not, directly or indirectly, make any offer or sale of

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Securities or of securities of the same or a similar class as the Securities if as a result the offer and sale of Securities contemplated hereby would fail to be entitled to the exemption from the registration requirements of the Act provided for in Section 4(2) or Regulation D. The Company represents and warrants that it has not, directly or indirectly, made any offers or sale of the Securities or securities of the same or similar class as the Securities during the six month period ending on the date of this letter, and has no intention of making an offer or sale of the Securities or securities of the same or similar class as the Securities for a period of six months after completion of the private placement contemplated hereby. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act.

G. SEC Compliance. In connection with all offers and sales of the Securities, the Company and FTICA will not (without consent of the other party, such consent not to be unreasonably withheld):

1. Offer or sell the Securities by means of any form of general solicitation or general advertising. Neither the Company nor FTICA will at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of both the Company and FTICA;

2. Offer or sell the Securities to any person who is not an “accredited investor” as defined in Rule 501 under the Act; and

3. Fail to exercise reasonable care to ensure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act.

VI. Miscellaneous

A. Confidentiality. Except as contemplated by the terms hereof, as required by applicable law or in response to inquiries by FINRA, the SEC or other regulatory or law enforcement agencies, FTICA shall, at all times, take reasonable steps to keep confidential all material non-public information provided to it by the Company, shall use such information solely for the purposes contemplated by this Engagement Contract and shall not disclose such information to any third party, other than such of its employees or those of its affiliates and advisors as FTICA determines to have a need to know. In addition, FTICA understands that all communication arising from the engagement of FTICA hereunder with O’Melveny and/or the Company is intended to be subject to the attorney-client and work product privileges to the maximum extent permitted under applicable law. Such communication includes any reports, drafts, written evaluations, and analyses or other findings, summaries or work papers that FTICA prepares or generates in connection with any services performed hereunder.

B. Engagement for the Benefit of the Company. FTICA is being retained to act as an independent contractor to serve as financial advisor and financing agent solely to the Company, and, except as explicitly set forth herein, it is agreed that the engagement of FTICA is not, and shall not be deemed to be, on behalf of, and is not intended to, and will not, confer rights or benefits upon, or create duties of FTICA to any shareholder or creditor of the Company or upon any other

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person or entity. No one other than the Company and O’Melveny is authorized to rely upon this engagement of FTICA or any statements, conduct or advice of FTICA, and no one other than the Company and O’Melveny is intended to be a beneficiary of this engagement. All opinions, advice or other assistance (whether written or oral) given by FTICA in connection with this engagement are intended solely for the benefit and use of O’Melveny and will be treated by O’Melveny and the Company as confidential, and no opinion, advice or other assistance of FTICA shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall any public or other references to FTICA (or to such opinions, advice or other assistance) be made without the express prior written consent of FTICA. FTICA shall have no authority to bind the Company or O’Melveny.

C. Public Announcement. After the public announcement of any Transaction, the Company acknowledges that FTICA may, at its option and expense, place a customary announcement in such newspapers, periodicals and electronic media as it may choose, stating that FTICA has acted as the exclusive financial advisor to the Company in connection with the Transaction. If requested by FTICA (and to the extent permitted under applicable securities law), the Company will include a mutually acceptable reference to FTICA as its exclusive financial advisor in any press release or public announcement with respect to the Transaction.

D. Compensation Owed to other Representatives or Agents. The Company represents and warrants that there are no brokers, representatives, or other persons who have an interest in any compensation due to FTICA from any transaction contemplated herein who may be due a fee if a transaction contemplated by this Engagement Contract is completed.

E. Standing, Choice of Law, Litigation. The terms and provisions of this Engagement Contract are solely for the benefit of the Company and FTICA and the other Indemnified Persons (as defined in Exhibit I) and their respective successors, assigns, heirs and personal representatives, and no other person shall acquire or have any right by virtue of this Engagement Contract. This Engagement Contract represents the entire understanding between the Company and FTICA with respect to the Engagement, and all prior discussions are merged herein. This Engagement Contract shall be governed by, and construed in accordance with, the laws of the State of New York without regard to such state’s principles of conflicts of laws, and may be amended, modified or supplemented only by written instrument executed by each of the parties hereto. Any litigation between the Company and FTICA or any Indemnified Persons and their respective successors, assigns, heirs and personal representatives with respect to this Engagement Contract or the services provided by FTICA to Company must be instituted in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York, United States of America.

F. Waiver of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the parties hereto waives, and covenants that it will not assert (whether as plaintiff, defendant, or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, cause of action, action, suit or proceeding arising out of or based upon this Engagement Contract or the subject matter hereof, in each case whether now existing or hereafter arising and whether in contract or tort or otherwise. Each of the parties hereto acknowledges that it has been informed by the other party that this provision constitutes a material inducement upon which such party is relying and will rely in entering into this Engagement Contract and the

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transactions contemplated hereby. Any of the parties hereto may file an original counterpart or a copy of this Engagement Contract with any court as written evidence of the consent of each of the parties hereto to the waiver of its right to trial by jury.

G. Arbitration. THIS ENGAGEMENT CONTRACT CONTAINS A PRE- DISPUTE ARBITRATION CLAUSE. BY SIGNING THIS ENGAGEMENT CONTRACT THE PARTIES AGREE AS FOLLOWS:

(1) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

(2) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

(3) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(4) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

(5) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

(6) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(7) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

All disputes and controversies relating to or in any way arising out of this Engagement Contract shall be settled by arbitration before and under the rules and auspices of FINRA, unless the transaction that gives rise to such dispute or controversy is effected in another United States market that provides arbitration facilities, in which case it shall be settled by arbitration under such facilities.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

H. Attorneys’ Fees. If any action or proceeding is instituted to enforce or interpret this Engagement Contract, the party prevailing in such proceeding shall be entitled to recover its reasonable and documented attorneys’ fees.

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I. Money Laundering Activities. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all broker dealers to obtain, verify, and record information that identifies each entity that becomes a new client of FTICA. In establishing a new client relationship with the Company, FTICA is required to ask for certain information including, but not limited to, the Company’s employer identification number(s) (EIN), certified articles of incorporation, government issued business license, a partnership agreement or a trust agreement and other corporate documents that will allow FTICA to identify the legal existence of the Company.

J. Business Continuity Plan. FTICA has developed a business continuity plan on how we will respond to events that significantly disrupt our business. If after a significant business disruption you cannot contact us as you usually do, you should go to the www.ftica.com website or call 202-312-9100 for emergency contact.

K. Notice. All notices provided under this Engagement Contract shall be in writing and shall be considered effective (i) when delivered personally to the party for whom intended, or (ii) five (5) days following deposit of the same into the United States mail, certified mail, return receipt requested, first class postage prepaid, addressed to the party at the address set forth below:

If to FTICA:

FTI Capital Advisors, LLC. 3 Times Square, 9th Floor New York, NY 10036

With a copy to:

FTI Consulting, Inc. 555 12th Street NW, Suite 700 Washington, DC 20004 Attn: Legal Department

If to O’Melveny & Myers LLP :

O’Melveny & Myers LLP 7 Times Square New York, NY10036 Attn: Maria J. DiConza

If to the Company:

Francesca’s Holding Corporation 8760 Clay Road Houston, TX 77080 Attn: Cindy Thomassee, CFO and EVP

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L. Assignment. This Engagement Contract and all rights, liabilities and obligations hereunder are solely for the benefit of the Company, FTICA and the Indemnified Persons and shall be binding upon and inure to the benefit of each party’s successors, but shall not be assigned to any party without the prior written approval of the other party.

If the foregoing correctly sets forth the entire understanding and agreement between FTICA and the Company, please so indicate in the space provided for that purpose below and return an executed copy to us, whereupon this letter shall constitute a binding agreement as of the date first above written.

NOTE: This Engagement Contract contains a pre-dispute arbitration clause at Section VI.(G.), which begins on page 12. By signing this Engagement Contract, the Company acknowledges that it has agreed to be bound by the terms of such provision.

Sincerely,

FTI Capital Advisors, LLC

By: Glenn Tobias

Title: CEO

AGREED:

O’Melveny & Myers LLP

By: ______Maria J. DiConza Partner

Francesca’s Holding Corporation

By:______

Title:______Andrew Clarke, Chief Executive Officer

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EXHIBIT I

INDEMNIFICATION

The Company and its successors and assigns (collectively, the ‘Indemnifying Persons”) shall indemnify FTICA, its controlling person and each of their respective directors, officers, members, agents, representatives, employees and any affiliate (collectively, the “Indemnified Persons”) for any and all claims, liabilities, losses, damages (and all costs, fees or other expenses resulting from any actions, mediations, arbitrations, and administration, regulatory or other proceedings, inquiry or investigation in respect thereof), whether joint or several (each a “Loss” and collectively, the “Losses”) incurred by an Indemnified Person and related to or arising in any manner from, or based upon the Transaction (as defined in the Engagement Contract to which this Exhibit I is attached (the “Engagement Contract”)) or the services performed by FTICA pursuant to the Engagement Contract. The Company also agrees that it will indemnify the Indemnified Persons for all reasonable and documented out of pocket expenses. The Company agrees the purpose of this Indemnification Agreement is to hold the Indemnified Persons harmless from any such claims, liabilities, losses, damages and costs that no Indemnified Person shall have any liability to the Company or its owners, parents, affiliates, security holders or creditors for any losses that arise out of this engagement. Notwithstanding the foregoing, the Company shall not be responsible for any Loss to the extent the same is determined in a judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, fraud, or willful misconduct of any Indemnified Party. The Company’s obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. The Company shall also promptly (within thirty days of receipt of a claim) reimburse any Indemnified Person for all reasonable and documented out-of-pocket expenses, including, without limitation, any reasonable and documented legal and other reasonable and documented fees or expenses (the “Expenses”), as incurred in connection with or relating to investigating, preparing to defend or defending any pending or threatened actions, claims or other proceedings (including any administrative or other investigation or inquiry) related to or arising out of any Transaction or the services performed by FTICA pursuant to the Engagement Contract at the direction of the Company (whether or not such Indemnified Person is a named party in such proceeding); provided, however, that in the event that the Losses of such Indemnified Party are determined in a judgment by a court of competent jurisdiction to have arisen because of the gross negligence, bad faith, fraud, or willful misconduct of any Indemnified Party, such Indemnified Party will promptly remit to the Company any amounts reimbursed under this paragraph.

If so requested by FTICA, the Company shall assume the defense of any such Loss, including the employment of counsel satisfactory to FTICA. FTICA shall have the right to retain counsel of its own choice for the limited purpose of enforcing its rights under the Engagement Contract and the Company shall also promptly (within thirty days of receipt of a claim) reimburse FTICA for all reasonable and documented fees and expenses of that counsel.

The Company, without FTICA’s prior written consent, shall not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought hereunder (whether or not FTICA or any other Indemnified Person is an actual or potential party to such claim, action or proceeding), unless such settlement,

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compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding. No Indemnified Party seeking indemnification, reimbursement, or contribution under this Indemnification Agreement will, without the Company’s prior written consent (not the be unreasonably withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to herein.

If any of FTICA’s past, present or future managers, directors, senior managing directors, managing directors, officers, members, agents, representatives, employees and affiliates is requested or required to appear as a witness in connection with any action, claim or proceeding related to or arising out of the Transaction or the services performed by FTICA pursuant to the Engagement Contract, the Company shall reimburse FTICA for all reasonable and documented out-of-pocket expenses incurred by it in connection with any such individual appearing and preparing to appear as a witness, including, without limitation, the reasonable and documented fees and disbursements of its legal counsel. The Company shall compensate FTICA in an amount to be mutually agreed upon per person per day for each day that such personnel is involved in preparation, discovery proceedings or testimony pertaining to such action, claim or proceeding.

The indemnity, reimbursement and contribution obligations of the Company shall be binding upon and inure to the benefit of successors, assigns, heirs and personal representatives of the Company and any Indemnified Person.

The provisions of this Exhibit I shall apply to FTICA’s engagement by the Company as described in the Engagement Contract (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect, notwithstanding (i) any withdrawal, termination, consummation of or failure to initiate or consummate any transaction referred to in the Engagement Contract, (ii) any investigation made by or on behalf of any Indemnified Party, or (iii) any termination, completion or expiration of the Engagement Contract or FTICA’s engagement by the Company.

The provisions of this Exhibit I shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, applicable to agreements made and to be performed entirely in such State.

The Company hereby consents, solely for the purpose of allowing an indemnified party to enforce its rights hereunder, to personal jurisdiction and service and venue in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York, United States of America.

The terms of this Exhibit I may not be amended or otherwise modified except by an instrument signed by both the Company and FTICA. If any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision of this Engagement Contract, which shall remain in full force and effect. If there are more indemnitors than one hereunder, each indemnifying person agrees that its liabilities hereunder shall be joint and several.

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