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Attorney or Party Name, Address, Telephone & FAX FOR COURT USE ONLY Nos., State Bar No. & Email Address TIMOTHY J. YOO (SBN 155531) EVE H. KARASIK (SBN 155356) JULIET Y. OH (SBN 211414) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234

Facsimile: (310) 229-1244 Email: [email protected]; [email protected]; [email protected]

Attorney for: Chapter 11 Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA – LOS ANGELES DIVISION

In re: CASE NO.: 2:17-bk-17292-VZ CORNERSTONE APPAREL, INC., d/b/a Papaya Clothing, CHAPTER: 11

Debtor. DISCLOSURE STATEMENT AND PLAN OF REORGANIZATION OF A DEBTOR WHO IS NOT AN INDIVIDUAL [11 U.S.C. §§ 1123, 1125]

Initial Disclosure Statement and Plan 1st Amended Disclosure Statement and Plan

For information on court hearings, Debtor(s). see the separately filed notice(s) of hearing.

On June 15, 2017, the Debtor filed a voluntary bankruptcy petition under Chapter 11 of the Bankruptcy Code (“Code"). This form Disclosure Statement and Plan of Reorganization (“DS and Plan”) is both the Disclosure Statement (“DS”) and the Plan of Reorganization (“Plan”).

PROPONENT: The party who filed the DS and Plan (“Proponent”) is: Debtor, or .

PLAN: The terms of the Plan, located at Sections VIII – X, comply with the requirements of 11 U.S.C. § 1123, including the proposed treatment of claims of the Debtor’s creditors and, if applicable, the interests of shareholders or partners. The Court has not yet confirmed the Plan, which means the terms of the Plan are not now binding on anyone; however, if the Plan is confirmed, the terms will bind the Debtor and any holders of claims or interests treated by the Plan.

DISCLOSURE STATEMENT: Sections I – VII and XI constitute the DS and describe the assumptions that underlie the Plan and how the Plan will be executed. The Proponent believes the DS meets the standard for adequate information set forth in 11 U.S.C. § 1125(a). The information disclosed is for explanatory purposes only and is as accurate as possible.

Any interested party desiring further information should contact the attorney for Proponent identified above in the box at top left of this page, using the contact information provided.

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NOTE ABOUT CITATIONS

“Chapter, section and §” references are to 11 U.S.C. §§ 101-1532 of the Bankruptcy Code. “FRBP” references are to the Federal Rules of Bankruptcy Procedure. “LBR” references are to the Local Bankruptcy Rules for the Central District of California.

TABLE OF CONTENTS

DISCLOSURE STATEMENT Page I. General Disclaimer 3 II. Type of Plan of Reorganization; Important Dates 3 Description of Debtor’s Past and Future Business and Events Precipitating III. 3 Bankruptcy Filing IV. Definitions and Preliminary Information 5 V. Source of Money to Pay Claims and Interest-Holders 7 VI. Assets and Liabilities of the Estate 11 VII Treatment of Nonconsenting Members of a Consenting Class 12 PLAN OF REORGANIZATION VIII. Plan Provisions: Treatment of Claims 13 A. Assumption and Rejection of Executory Contracts and Unexpired Leases 13 B. Unsecured Claims: Administrative Expenses, Taxes 14 C. CLASS # 1: Priority Unsecured Claims 15 D CLASS # 2: Unsecured Claims: Nominal and General 15 E. CLASS # 3 and # 4 : Secured Claims 16 F. Shareholder or Partner Interests 18 Additional Claims (if any) Not Identified in Sections VIII.A - VIII.F EXH. H, I IX. Unclaimed or Undeliverable Plan Distributions 19 X. Effect of Confirmation 19 XI. LIST OF EXHIBITS AND DECLARATIONS 20 Mandatory Exhibits Declaration in Support of Disclosure Statement and Plan EXH. A List of all Claims EXH. B List of all Property and Valuation of Property as of Confirmation Date EXH. C Projected Income, Expenses and Payments by Month/Quarter EXH. D Financial Records EXH. E

Optional Exhibits Additional Declarations [None] EXH. Additional Exhibits G, H, I

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I. GENERAL DISCLAIMER

PLEASE READ THIS DOCUMENT CAREFULLY, INCLUDING THE ATTACHED EXHIBITS. IT EXPLAINS WHO IS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN, AND WHO IS ENTITLED TO FILE AN OBJECTION TO CONFIRMATION OF THE PLAN. IT ALSO IDENTIFIES THE TREATMENT THAT CLAIMANTS (CREDITORS) AND ANY INTEREST HOLDERS (SHAREHOLDERS OR PARTNERS) CAN EXPECT TO RECEIVE UNDER THE PLAN, IF THE PLAN IS CONFIRMED BY THE COURT.

THE SOURCES OF FINANCIAL DATA RELIED ON TO FORMULATE THIS DOCUMENT ARE IN EXHIBIT A, A DECLARATION. ALL REPRESENTATIONS ARE TRUE TO THE PROPONENT’S BEST KNOWLEDGE.

NO REPRESENTATIONS CONCERNING THE DEBTOR THAT ARE INCONSISTENT WITH INFORMATION CONTAINED IN THIS DS AND PLAN ARE AUTHORIZED EXCEPT TO THE EXTENT, IF AT ALL, THAT THE COURT ORDERS OTHERWISE.

AFTER CAREFULLY REVIEWING THIS DOCUMENT AND THE ATTACHED DECLARATIONS AND EXHIBITS, PLEASE REFER TO THE SEPARATELY FILED NOTICE OF DATES RELATED TO A HEARING ON MOTION TO APPROVE ADEQUACY OF THE DISCLOSURE STATEMENT, OR HEARING ON MOTION TO CONFIRM THE PLAN. EACH NOTICE WILL IDENTIFY DATES AND DEADLINES TO FILE A RESPONSE OR OTHER OBJECTION, OR TO SUBMIT A BALLOT IF YOU ARE ENTITLED TO VOTE ON THE PLAN.

II. TYPE OF PLAN OF REORGANIZATION; IMPORTANT DATES

Payments and treatments under the Plan have a starting date (“Effective Date”), a period of time after the Effective Date to continue payments (“Plan Term”), and a final payment date (“Final Payment”).

Plan Type Effective Date Plan Term Final Payment Date

Liquidating: See 14 days after order confirming Plan five (5) years; or March 31, 2023 Section V.A.2 below for (estimated) Other date: months anticipated sale(s) Operating: See Section III below

III. DESCRIPTION OF DEBTOR’S PAST AND FUTURE BUSINESS AND EVENTS PRECIPITATING BANKRUPTCY FILING

A. PAST AND FUTURE BUSINESS OPERATIONS: The Debtor is organized as a California corporation. The Debtor’s headquarters and warehouse are located in Commerce, California, and it operates stores in twelve (12) states in the United States. The Debtor commenced its operations in 1999. Before this case was commenced on June 15, 2017 (the “Petition Date”), the Debtor,

provided the following services for pay:

manufactured or sold the following products: women’s apparel

was in the business of renting real estate. (See Exhibit for a detailed description of Debtor’s property or properties including locations, square footage, occupancy rates, etc.)

was in the business of developing real estate. (See Exhibit for a detailed description of Debtor’s property or properties including locations, size of lot(s), stage of development, etc.)

other:

The Debtor will will not continue this course of conduct.

The Debtor: is not a small business debtor within the meaning of 11 U.S.C.§101(51(d). is a small business debtor within the meaning of 11 U.S.C.§101(51(d), please see Exhibit for information pertaining to 11 U.S.C. §1116 compliance. This form has been approved for use in chapter 11 cases assigned to Judge Vincent P. Zurzolo. August 2017 Page 3 VZ CH11.DISCLSR.PLAN

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B. FACTORS THAT LED TO FILING THIS BANKRUPTCY CASE: After opening its first retail store approximately 18 years ago in 1999, the Debtor substantially expanded its business operations to encompass a total of over 80 retail stores throughout the United States by 2017. Approximately 50 of these new retail stores were opened within the last six (6) years. The expansion effort took a heavy financial toll on the business operations of the Debtor as a whole as the Debtor incurred construction and other “start-up” costs with the opening of each new store as well as a significant increase in operating expenses typically associated with a retail store chain operation.

The high cost of expansion combined with decreasing store sales as a result of a general industry-wide shift in consumer shopping preferences from in-store to online shopping, and the resulting increased competition, left the Debtor with insufficient liquidity to meet all of its financial obligations. While the Debtor closed a number of its less profitable retail store locations prepetition, leaving open approximately 80 retail stores as of the Petition Date, the Debtor required time to evaluate the viability of the remaining retail stores and identify other ways to decrease operational costs and increase profitability. In order to preserve the Debtor’s rights under its lease agreements and to have an opportunity to restructure its business and financial affairs and ultimately reorganize, the Debtor filed its Chapter 11 bankruptcy case.

C. FUTURE FINANCIAL OUTLOOK: Proponent believes that the Debtor’s economic health has improved, or will improve, from its pre-bankruptcy state for the following reasons. Through its bankruptcy case, the Debtor would identify the core retail stores around which the Debtor would successfully reorganize, expeditiously close those retail stores which were not likely to be profitable and/or for which the Debtor was unable to obtain meaningful rent concessions from the landlords, identify and implement reasonable cost cutting measures, and maximize the value of the Debtor’s inventory by continuing its retail operations at the retail stores, all of which would enable the Debtor to formulate and pursue confirmation of a Plan that restructured the Debtor’s existing debt in a cohesive and efficient manner while continuing to operate its longstanding business.

D. PROPOSED MANAGEMENT OF THE DEBTOR: 1. Names of persons who will manage the Debtor’s business affairs: Kenneth Choi Rachel Choi Tae Y. Yi 2. Proposed compensation to persons listed above: Kenneth Choi -- $66,000 / mo. -$12,000/ mo. [voluntary reduction] = $54,000/per month/ $648,000/per year for approximately two years through December 2019; no voluntary reduction commencing January 2020. Rachel Choi -- $39,500 / mo. -$6,000/mo. [voluntary reduction] = $33,500 per month/ $435,500.00 per year for approximately two years through December 2019; no voluntary reduction commencing January 2020. Tae Y. Yi -- $40,000 / mo. - $6,000/mo. [voluntary reduction] = $34,000/per month/$442,000 per year for approximately two years through December 2019; no voluntary reduction commencing January 2020. 3. Qualifications of persons listed above: Kenneth Choi – Cornerstone Apparel, Inc.: Chief Executive Officer and Merchandise Director 1999- present, executive leadership and merchandising for 120 store women’s clothing chain with $150 million annual revenue; Ever Blue: Chief Executive Officer and Merchandise Director 1988-1998, opened and operated five women’s fashion stores called Ever Blue in Hawaii; Fashion Gal: Chief Executive Officer and Merchandise Director 1980-1988, opened and operated five women’s fashion stores called Fashion Gal in Hawaii. Rachel Choi -- Cornerstone Apparel, Inc.: Vice President, Human Resource Director 1999-present, leadership in retail management and accessory manufacture for 120 store women’s clothing chain; Ever Blue: Vice President, Human Resource Director 1988-1998, leadership in retail management and accessory manufacture for five women’s fashion stores called Ever Blue in Hawaii; Fashion Gal: Vice This form has been approved for use in chapter 11 cases assigned to Judge Vincent P. Zurzolo. August 2017 Page 4 VZ CH11.DISCLSR.PLAN

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President, Human Resource Director 1980-1988, leadership in retail management and accessory manufacture for five women’s fashion stores called Fashion Gal in Hawaii. Tae Y. Yi – Cornerstone Apparel, Inc.: President and Chief Financial Officer, responsible for all financial matters and day-to-day operation of the company; Portlock Internal Ltd.: Controller 1990-1998, responsible for all financial matters for investment and development company, and managed Investment Division, Development Division and Real Estate Division of company; The Oshima Corporation, CPA: Tax Manager, 1984 –1990; Staff Accountant, 1980-1984. 4. Affiliation of persons listed above to Debtor: Kenneth Choi -- Chief Executive Officer and 64% Shareholder Rachel Choi --- Vice President and 18% Shareholder Tae Y. Yi -- President, Secretary, Chief Financial Officer and 18% Shareholder 5. Job description:

Kenneth Choi – Chief Executive Officer, overall direction of the company, merchandising and buying. Rachel Choi – Vice President. Merchandise allocation, and inventory control. Tae Y. Yi -- President, Secretary, Chief Financial Officer, accounting, leasing and day-to-day operations.

E. PROPOSED DISBURSING AGENT MULTI-PURPOSE POST-CONFIRMATION AGENT will pay all amounts due under the Plan from a fund hereby authorized to be opened. This fund shall be maintained in a segregated, interest-bearing account in a depository approved by the United States trustee for the Central District of California for deposits of funds by trustees. 1. Name of person responsible for collecting money intended for distribution to claimants and transmitting it to claimants: Tae Y. Yi 2. Disbursing agent’s address: 5807 Smithway Street, Los Angeles, California 90040 3. Disbursing agent’s phone number: (323) 724-3600 4. Proposed compensation for person listed above: N/A 5. Qualifications of person listed above: Mr. Yi is Chief Financial Officer of the Debtor. 6. Affiliation of person listed above, to Debtor: President, Secretary, Chief Financial Officer and 18% Shareholder 7. Job description: reviewing and processing Plan disbursements to creditors, handling undeliverable distributions, among other disbursing agent duties.

IV. DEFINITIONS AND PRELIMINARY INFORMATION

A. CLAIMS AND INTERESTS

A claim refers to all obligations of the Debtor or against property of the Debtor. Claims treated under the Plan are included whether the claim arose before or after the bankruptcy case was filed, and whether or not an obligation involves a cash payment. A claimant refers to holder of a claim treated under the Plan, even if the party did not file a proof of claim. An interest represents an ownership stake in the Debtor. An interest holder refers to holder of an interest treated under the Plan, even if the party did not file a proof of interest.

A claim or interest is allowed if it is (a) timely and properly scheduled or filed, and not objected to; (b) objected to, and was resolved by settlement of the parties or a court order, or (c) deemed allowed. A claim is deemed allowed if the claim is listed on the Debtor’s schedules and is not scheduled as disputed, contingent, or unliquidated. An interest is deemed allowed if it is included on the list of equity security holders filed by the Debtor with the court and is not scheduled as disputed. Allowed claims and interests are provided for in the Plan in the relevant category or class.

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A claim or interest is disallowed if it was timely objected to by a party in interest and the court ordered that the claim or interest be disallowed in part or entirely. Disallowed claims and interests are not treated under the Plan.

A claim or interest is disputed if a ruling on allowance has not been made, and (a) a proof of claim or interest has been filed or deemed filed and a party in interest has filed an objection; or (b) a proof of claim or interest has not been filed and the Debtor scheduled such claim or interest as disputed, contingent, unliquidated or unknown.

In this case, the deadline by which to file a proof of claim is September 30, 2017 and the deadline by which to have an objection to claim heard is: TBD. The status of the claims and interest objection process is that all objections to have been resolved, and no other objections are anticipated; or the objection process is pending, or will shortly begin, for the claims or interests identified in Exhibit B as having an objection pending and Proponent has filed the Motion for Order Approving Disclosure Statement with objections still pending because the Debtor is seeking to confirm its Plan on a short time frame and will not have sufficient time to analyze all filed claims prior to filing the Motion for Order Approving Disclosure Statement.

If the holder of a claim or interest wants to vote, but holds a claim or interest that has either (a) been objected to, or (b) has been scheduled by the Debtor as contingent, disputed, unliquidated, or unknown, and the holder has not filed a proof of claim or interest, the holder must file a motion to have its claim or interest allowed for voting purposes in time for that motion to be heard before the hearing on confirmation of the Plan.

No distribution will be made on the disputed portion of a claim or interest unless allowed by a final non-appealable order. FRBP 9019 authorizes the Debtor to settle disputed claims with court approval; but, court approval is not required if a proposed settlement does not exceed $300,000. The Debtor is required to reserve funds to pay the amount claimants would receive if the claim is allowed in full (unless the court approves a different amount). To the extent a disputed claim is disallowed, (a) the funds that had been reserved for such claims will be distributed as provided in the Plan to other creditors of the same class (or as ordered by the court); or (b) if this box is checked then such funds will be distributed to the Debtor.

B. POTENTIAL § 1111(b) ELECTIONS. § 1111(b) allows a partially secured claim to be treated as fully secured under certain conditions, notwithstanding § 506(a). Claimants should consult their attorney to evaluate if a § 1111(b) election is available and is in their best interest, and to identify the deadline for making an election.

C. VOTING AND OBJECTIONS TO CONFIRMATION OF PLAN.

“Voting” to accept or reject the Plan is different from “objecting” to confirmation of the Plan. Voting by ballot means a claimant entitled to vote completes the ballot enclosed with this DS and Plan and returns it to Proponent. Objecting to confirmation means a party in interest files and serves either a Preliminary Objection to Confirmation of Plan, or an Opposition to Motion to Confirm Plan.

1. Who may object to confirmation of the Plan. Any party in interest may object to confirmation of the Plan; but, as explained below, not all claimants and interest holders are entitled to vote to accept or reject the Plan.

2. Who may vote (§ 1124). It requires both an allowed and impaired claim, or allowed and impaired interest in order to vote either to accept or reject the Plan.

Impaired claimants include those whose legal, equitable, and contractual rights are altered by the Plan even if the alteration is beneficial to the claimant. Impaired interest-holders include those whose legal, equitable, and contractual rights are altered by the Plan, even if the alteration is beneficial to the interest holder.

Claims and interests are placed into classes consistent with § 1122. Members of unimpaired classes do not vote, though they may file an objection to confirmation of the plan.

Many claimants are treated by the Bankruptcy Code as having accepted or rejected the Plan without a vote. Some types of claims are required to be treated a certain way by the Bankruptcy Code and for that reason they are considered unimpaired. Holders of such claims cannot vote. In addition, the Bankruptcy Code treats some claimants as having rejected the Plan without a vote if (a) the claimant is to receive no distribution under the Plan; (b) an objection has been filed to that claimants’ claim and the objection has not been resolved prior to filing the Plan; or (c) Debtor scheduled a claim as contingent, disputed, unliquidated or unknown and the creditor has not filed a proof of claim.

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Classes Entitled to Vote Because Classes Not Entitled to Vote Because the Class is Impaired: the Class is Unimpaired:

Class 2 [General Unsecured Claims];Class 4a Class 1a [Priority Unsecured Claims]; Class 3a – [Hyundai Motor Finance Secured Claim] 3g [Secured Tax Claims]

A party that disputes the Proponent’s characterization of its claim or interest as unimpaired and wants to vote, may request a finding of impairment from the Court in order to obtain the right to vote.

3. Votes necessary to confirm the Plan. The court may confirm the Plan if at least one non-insider impaired class of claims has accepted and certain statutory requirements are met as to both nonconsenting members within a consenting class and as to dissenting classes. A class of claim has accepted the Plan when more than one half in number and at least two-thirds in amount of the allowed claims actually voting, vote in favor of the Plan. A class of interest has accepted when more than one half in number and at least two-thirds in amount of the allowed interests of such class actually voting have accepted it. It is important to remember that even if the requisite number of votes to confirm the Plan are obtained, the Plan will not bind the parties unless and until the Court makes an independent determination that confirmation is appropriate. That is the subject of any upcoming confirmation hearing.

(A) How to vote. The Debtor will file and serve 2 notices: (1) Notice of Hearing on Adequacy of Disclosure Statement (“Notice of DS Hearing”); and (2) Notice of Dates Related to Confirmation of Plan and Deadlines to: (A) Submit Ballot; (B) File Preliminary Objection to Confirmation of Plan; and (C) File Response to Motion to Confirm Plan (“Notice of Deadlines Related to Confirmation”).

A ballot will accompany the Notice of Deadlines Related to Confirmation. A voting claimant must follow the instructions set forth in the Notice of Deadlines Related to Confirmation. A claimant whose claim is allowed as partly secured and partly unsecured is entitled to vote in each capacity by delivering one ballot for the secured part of the claim and another ballot for the unsecured portion of the claim.

V. SOURCE OF MONEY TO SATISFY CLAIMS AND INTERESTS

The Plan cannot be confirmed unless the Court finds that it is "feasible," which means that the Proponent has timely submitted evidence establishing that the Debtor will have sufficient funds available to satisfy all expenses, including the scheduled payments to claimants discussed in sections VIII below.

A. NON-INCOME SOURCES TO FUND PLAN. See Exhibit D for income and other contributions that will fund the Plan. If additional funding sources (non-income) are needed, see below:

1. Loan or Line of Credit: None Loans or Lines of Credit are as follows:

2. Sales of Property:

None

All or substantially all of Debtor’s assets will be sold. The terms of the proposed sale and evidence of the financial solvency of the proposed buyer is attached in Exhibit .

The specified property of Debtor is planned to be sold as follows:

See Exhibit for additional anticipated sales of specific property.

3. Adversary Proceedings: None Adversary proceedings are as follows:

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B. PAYMENTS ON THE EFFECTIVE DATE. This section demonstrates the Plan is feasible on the Effective Date.

(1) CLAIMS AND EXPENSES TO BE PAID ON THE EFFECTIVE DATE AMOUNT Cure Payments: Executory Contracts, Unexpired Leases: Section VIII.A.2. $247,395* Administrative claims + Statutory Costs/Charges: Section VIII.B.1. +court costs $2,498,242 Nominal Unsecured Claims: Section VIII.D.1. $0.00 First Payments: General Unsecured Claims: Section VIII.D.2. $0.00 Arrearages + First Payments: Secured Claims: Sections VIII.E. $0.00 TOTAL TO BE PAID ON THE EFFECTIVE DATE: $2,498,242 *May be paid before Effective Date per Lease Assumption Orders (2) SOURCE OF FUNDS ON THE EFFECTIVE DATE Cash on Hand: $7,867,172 New Value: Contributor Name (identify): $ Loan or Line of Credit: Described above in: V.A.(1a) V.A.(1b) $ Sale of Property: Described above in: V.A.(2a) V.A.(2b) $ Adversary Proceeding Recovery: Described above in: V.A.(3a) V.A.(3b) $ Other Sources: (identify): $

TOTAL FUNDS AVAILABLE ON THE EFFECTIVE DATE: $7,867,172 (3) CASH AVAILABLE AFTER PAYMENTS MADE ON THE EFFECTIVE DATE: $5,368,930

C. PAYMENTS DURING THE PLAN TERM. Please see Exhibit D for cash flow projections for the duration of the Plan, to help determine that the plan is feasible during the plan term. The focus is on projected cash receipts and cash disbursements. All non-cash items such as depreciation, amortization, gains and losses are omitted. A positive number reflects a source of cash; a (negative number) reflects a use of cash. Exhibit D also contains details of the assumptions that underlie the projections.

D. FINANCIAL RECORDS TO ASSIST IN DETERMINING WHETHER PROPOSED PAYMENT IS FEASIBLE

Please see Exhibit E for three types of financial documents related to past activities. The two time periods of activities are: (1) the most recent twelve-month calendar year; and (2) all months subsequent thereto. The financial documents include: balance sheets, cash flow statements and income and expense statements.

E. EXPLANATION OF RISK FACTORS AND POTENTIAL FLUCTUATIONS WHEN IMPLEMENTING THE PLAN.

RISK FACTOR EXPLANATION OF RISK AND FLUCTUATIONS The Debtor’s effort to renegotiate leases and close stores depends during the Business/Economic Case is an effort to cut costs and maintain profitability. The Debtor’s forward- Sale of Property looking financial projections are based on a certain amount of savings and number of operating stores, which amounts anticipate substantial Balloon Payment concessions from various landlords. If the Debtor is unable to reach Int. Rate Adjustment satisfactory terms with the quantity of landlords they anticipate, the Debtor may be forced to close additional stores, decreasing revenue. Further, the Other actual savings may be substantially greater than or less than the projected savings ranges. This form has been approved for use in chapter 11 cases assigned to Judge Vincent P. Zurzolo. August 2017 Page 8 VZ CH11.DISCLSR.PLAN

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As set forth in Exhibit D, the Projections are inherently subject to risks and Business/Economic uncertainties. Such risk factors, many of which are beyond the control of the Sale of Property Debtor, could cause actual results to differ materially from the Projections. A material deviation from the Projections may have a negative impact on the Balloon Payment Debtor’s ongoing business performance. If the Debtor does not achieve the Int. Rate Adjustment projected levels of same store sales, they may have inadequate capital to operate their business and make the Plan payments during the periods Other covered by the Projections, and there could be a need for further restructuring.

The estimated recoveries set forth herein are necessarily based on numerous Business/Economic assumptions, the realization of many of which are beyond the Debtor’s Sale of Property control, including, without limitation, (a) the successful reorganization of the Debtor, (b) an assumed date for the occurrence of the Effective Date, (c) the Balloon Payment Debtor’s’ ability to achieve the operating and financial results included in the Int. Rate Adjustment Projections, and (d) the Debtor’s ability to maintain adequate liquidity to fund operations. The actual amounts of allowed claims may differ significantly from Other those estimates should one or more underlying assumption prove to be incorrect, which could affect the percentage recovery to holders of such allowed claims under the Plan, in some instances adversely. This Disclosure Statement contains various projections concerning the Business/Economic Reorganized Debtor’s operations, including the Projections, that are, by their Sale of Property nature, forward looking, and which projections are necessarily based on certain assumptions and estimates regarding the anticipated future Balloon Payment performance of the Reorganized Debtor, including, without limitation, its ability Int. Rate Adjustment to maintain or increase revenue and gross margins, control future operating expenses, or make necessary capital, as well as assumptions concerning Other general business and economic conditions and overall industry performance and trends, which the Debtor is unable to control. Should any or all of these assumptions or estimates ultimately prove to be incorrect or not materialize, the actual future experiences of the Reorganized Debtor may turn out to be different from the Projections. Also, because the Liquidation Analysis, distribution projections, and other information contained herein and attached hereto are estimates only, the timing and amount of actual distributions to holders of allowed claims may be affected by many factors that cannot be predicted.

F. TAX CONSEQUENCES OF THE PLAN.

THE DEBTOR AND PERSONS OR ENTITIES CONCERNED WITH TAX CONSEQUENCES OF THE CONFIRMATION OF THE PLAN SHOULD CONSULT WITH THEIR OWN ATTORNEYS. THE DEBTOR HAS NOT CONSULTED WITH TAX COUNSEL WITH RESPECT TO THE TAX CONSEQUENCES OF THE PLAN. LNBYB HAS NOT PROVIDED ANY TAX ADVICE WITH RESPECT TO THE PLAN.

The following disclosure of possible tax consequences is intended solely for the purpose of alerting readers about possible tax issues the Plan may present to the Debtor and creditors. The Debtor CANNOT and DOES NOT represent that the tax consequences contained below are the only tax consequences of the Plan because the tax code embodies many complicated rules which make it difficult to state completely and accurately all of the tax implications of any action.

The implementation of the Plan may have Federal, state, and local tax consequences to the Debtor, and the Debtor’s creditors and equity holders. No tax opinion has been sought or will be obtained with respect to any tax consequences of the Plan. This Disclosure Statement does not constitute and is not intended to constitute either a tax opinion or a tax advice to any person, and the summary contained herein is provided for informational purposes only.

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The discussion below summarizes only certain of the Federal income tax consequences associated with the Plan’s implementation. The discussion does not attempt to comment on all aspects of the Federal income tax consequences associated with the Plan, nor does it attempt to consider various facts or limitations applicable to any particular creditor or stockholder, which may modify or alter the consequences described herein. This discussion does not address state, local, or foreign tax consequences, or the consequences of any Federal tax other than Federal income tax.

The following discussion is based on the Internal Revenue Code of 1986, as amended (the “IRC”), the Treasury Regulations promulgated and proposed thereunder (the “Regulations”), judicial decisions, and published administrative rulings and pronouncements of the Internal Revenue Service (the “IRS”) currently in effect. These authorities are all subject to change, possibly with retroactive effect, and any such change could alter or modify the federal income tax consequences described below. In light of continuous amendments to the IRC and Regulations, no assurance can be given that legislative, judicial or administrative changes will not be forthcoming that would affect the accuracy of the discussion below. Any such changes could be material and could be retroactive with respect to the transactions entered into or completed prior to the enactment or promulgation thereof. The tax consequences of certain aspects of the Plan are uncertain due to the lack of applicable legal authority and may be subject to judicial or administrative interpretations that differ from the discussion below.

1. To the Debtor: Tax consequences to the Debtor are that based upon the information available to it, the Debtor does not expect to incur any substantial tax liability as a result of implementation of the Plan. The IRC provides that a debtor in a Chapter 11 bankruptcy case must reduce certain of its tax attributes by the amount of any cancellation of indebtedness (“COD”) income that is realized as a result of the bankruptcy plan, instead of recognizing the income. COD income is the excess of the amount of a taxpayer’s indebtedness that is discharged over the amount or value of the consideration exchanged therefor.

The Debtor expects to realize COD income of between approximately $3.5 million and $5.0 million. The Debtor will reduce certain tax attributes by the amount of COD income. Tax attributes that are subject to reduction include net operating losses, capital losses, loss carryovers, certain tax credits and, subject to certain limitations, the tax basis of property. The reduction of tax attributes occurs after the determination of the Debtor’s tax for the taxable year in which the COD income is realized. The Debtor believes that this will occur when the Debtor obtains a discharge on the Effective Date.

Payments of interest, dividends, and certain other payments are generally subject to withholding unless the payee of such payment furnishes such payee’s correct taxpayer identification number (social security number or employer identification number) to the payor. The Reorganized Debtor may be required to withhold the applicable percentage of any payments made to the holder of an allowed claim who does not provide its taxpayer identification number or, at the option of the Reorganized Debtor, distribution payments to the holder of an allowed claim may be withheld if a the claimant does not provide its not provide its taxpayer identification number within thirty (30) days of receiving a written request for its taxpayer identification number, with the written request to be delivered by regular mail, postage prepaid, to the address shown in the Debtor’s Schedules, as they may from time to time be amended in accordance with Bankruptcy Rule 1009, or, if a different address is stated in a proof of claim duly filed with the Court, to such address. Backup withholding is not an additional tax, but an advance payment that may be refunded to the extent it results in an overpayment of tax

2. To Claimants: Claimants should consult their advisors regarding potential tax effects of the Plan; nevertheless:

The Debtor believes tax consequences to claimants are: In general, each holder of an allowed claim will recognize gain or loss in an amount equal to the difference between (1) the sum of the amount of any cash and the fair market value of any other property that such holder receives under the Plan in satisfaction of its claim (other than in respect of any claim for accrued but unpaid interest), and (2) such holder’s adjusted tax basis in its claim (other than any claim for accrued but unpaid interest).

The character, amount and timing of income, gain or loss the holders of allowed claims recognize as a consequence of the distributions under the Plan will depend upon, among other things, (1) the manner in which the claim was acquired, (2) the length of time the claim was held, (3) whether the claim was acquired at a discount, (4) whether the holder of an allowed claim has taken a bad debt deduction for the claim, (5) whether the holder has previously included accrued but unpaid interest with respect to the claim, (6) the holder’s method of tax accounting, (7) whether the claim is an installment obligation under the tax laws, and (8) the type of consideration received or deemed received by the holder in exchange for its claim. In addition, in the event interest is paid on This form has been approved for use in chapter 11 cases assigned to Judge Vincent P. Zurzolo. August 2017 Page 10 VZ CH11.DISCLSR.PLAN

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the claim, the holder may have interest income. Therefore, holders of allowed claims should consult their tax advisors for information that may be relevant to their particular situations and circumstances and the particular tax consequences to such holders as a result thereof.

Depending on the nature of the claim, the Reorganized Debtor, as discussed above, may be required to file information returns with the appropriate taxing agencies to report payments to the holders of allowed claims. As also discussed above, in order to make distributions under the Plan, the holders of allowed claims may be required to provide certain federal income taxpayer information, such as the holder’s taxpayer identification number.

THE TAX CONSEQUENCES TO CREDITORS OR INTEREST HOLDERS MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF EACH SUCH CREDITOR AND HOLDER. CREDITORS MAY RECOGNIZE INCOME OR LOSS AS A RESULT OF THE PLAN. THIS DISCUSSION DOES NOT CONSTITUTE TAX ADVICE OR A TAX OPINION CONCERNING THE MATTERS DESCRIBED. THERE CAN BE NO ASSURANCE THAT THE INTERNAL REVENUE SERVICE WILL NOT CHALLENGE ANY OR ALL OF THE TAX CONSEQUENCES DESCRIBED HEREIN, OR THAT SUCH A CHALLENGE, IF ASSERTED, WOULD NOT BE SUSTAINED. ACCORDINGLY, EACH CREDITOR IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES OF THE PLAN. THE FOREGOING IS INTENDED TO BE ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN, AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL, STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN SOME CASES, UNCERTAIN. SUCH CONSEQUENCES MAY ALSO VARY BASED ON THE INDIVIDUAL CIRCUMSTANCES OF EACH CREDITOR OR INTEREST HOLDER. ACCORDINGLY, EACH CREDITOR IS STRONGLY URGED TO CONSULT WITH HIS, HER OR ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES UNDER THE PLAN.

The Debtor is not certain of tax consequences, because:

VI. ASSETS AND LIABILITIES OF THE ESTATE

A. ASSETS The identity and fair market value of the estate’s assets are listed in Exhibit C so that the reader can assess what assets are at least theoretically available to satisfy claims and to evaluate the overall worth of the bankruptcy estate. Any proposed sale of these assets is discussed in Section V.A.2 above.

B. LIABILITIES Exhibit B shows the allowed claims against the estate, claims whose treatment is explained in detail in Sections VIII below.

C. SUMMARY The fair market value of all assets equals $17,131,214. Total liabilities equal $42,131,311 (assumes assumption of store leases).

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VII. TREATMENT OF NONCONSENTING MEMBERS OF CONSENTING CLASS

The Plan must provide that a nonconsenting impaired claimant or interest holder of a consenting class receive at least as much as would be available had the Debtor filed a Chapter 7 petition instead. In a Chapter 7 case the general rule is that the Debtor's assets are sold by a trustee. Unsecured claims generally share in the proceeds of sale only after secured creditors and administrative claimants are paid. Certain unsecured claims get paid before other unsecured claims do. Unsecured claims with the same priority share in proportion to the amount of their allowed claim in relationship to the total amount of allowed claims.

A claimant would recover from the assets of the bankruptcy estate less under chapter 7 than under chapter 11 for a number of reasons including: (1) for the reasons detailed in Exhibit C, the liquidation value of Debtor’s assets is less than its fair market value; (2) in a chapter 7 case a trustee is appointed and is entitled to compensation from the bankruptcy estate as reflected in the chart below; and (3) an individual debtor is permitted to exempt a certain amount of the sales proceeds before unsecured claims are paid anything.

CALCULATION OF ESTIMATED PERCENT RECOVERY CHAPTER 7 CHAPTER 11

(a) Total value of the Debtor’s assets: $11,614,541 $8,500,000 See Exhibit C for a list of all property of the bankruptcy estate, valuations,

and valuation methods. (b) Secured Tax and Other Claims: <$40,930> <$40,930> (c) Administrative Expense Claims: <$5,706,765>* <$2,498,242> Assumed Lease Cure Amounts: N/A <$247,396> (d) Tax Claims: <$762> <$762>

(e) Other Unsecured Claims to be Paid Before General Unsecured Claims: <$4,872> <$4,872>

(f) Trustee’s Fees: Assuming the chapter 7 trustee disburses the net liquidation value of assets to claimants, § 326 indicates the chapter 7 trustee is entitled to fees of:

* 25% on the first $5,000 of all moneys disbursed = $1,250, * 10% on any amount over $5,000 but less than $50,000 = $4,500, * 5% on any amount over $50,000 but not in excess of $1 million = $47,500, * 3% on all amounts over $1 million) = $318,436

TOTAL TRUSTEE’S FEES = <$371,686> N/A

(g) Operations Wind Down Costs <$1,133,333> N/A

(h) New Value N/A $0.00

(i) Dollar Amount Available for General Unsecured Claims: (a) plus (f) minus $4,356,192 $5,707,798 (b), (c), (d) and (e) = (j) Dollar Amount of General Unsecured Claims: $61,045,415 $39,339,109

(k) % recovery on general unsecured claims: [(g) divided by (h)] x 100% = 7.1%* 14.5%

*If leases that are subject to pending motions to assume are not assumed, then the administrative expense claims are the same as for Chapter 11 with % recovery on general unsecured claims of 12.4%.

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VIII. PLAN PROVISIONS: TREATMENT OF CLAIMS

Below is a summary of who gets paid what and when and from what source. The Proponent is usually not required by law to pay the holder of an unsecured claim or interest everything it would otherwise be entitled to, had a bankruptcy case not commenced.

A. ASSUMPTION AND REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. [§ 365]

1. There are no executory contracts or unexpired leases.

2. Assumption. The post-confirmation debtor will perform all related obligations whether arising before or after confirmation of the Plan. Any arrearages arising before confirmation of the Plan will be paid by the first day of the month following the Effective Date unless the parties agree otherwise or the court finds that a longer payment schedule still provides the creditor with timely cure and adequate assurance of future performance. Obligations that arise after confirmation of the Plan will be paid as they come due.

Previously Assumed:

DATE OF CURE AMOUNT: DESCRIPTION OF EXECUTORY CONTRACT ORDER TO Must be paid on OR UNEXPIRED LEASE ASSUME Effective Date (a) See Exhibit G – Unexpired Leases $ (b) $

To be Assumed on the Effective Date:

CURE AMOUNT: DESCRIPTION OF EXECUTORY CONTRACT OR UNEXPIRED LEASE Must be paid on

Effective Date (a) See Exhibit G – Executory Contracts $ (b) $

3. Rejection. Claims arising from the rejection of an executory contract or unexpired lease are treated as general unsecured claims in CLASS #2, except to the extent the court orders otherwise. A claim arising from the rejection must be filed no later than 30 days after the date of the order confirming the Plan.

DESCRIPTION OF EXECUTORY CONTRACT OR UNEXPIRED LEASE (a) See Exhibit G – Unexpired Leases Rejected: Order Entered on:

Deemed Rejected on: To be Rejected on the Effective Date

(b) Rejected: Order Entered on:

Deemed Rejected on: To be Rejected on the Effective Date

See Exhibit G for additional executory contracts and unexpired leases to be assumed or rejected.

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B. UNSECURED CLAIMS THAT MUST BE TREATED AS REQUIRED BY § 1129(a)(9)(A) and § 1129(a)(9)(C), UNLESS A CLAIMANT CONSENTS TO A DIFFERENT TREATMENT. §§ 1129(a)(9)(A) and (C) require that certain claims be treated one at a time, rather than as a class. Even if another claimant votes to accept a lesser treatment, the claims listed below are not altered. The debtor must prove to the court that claims are either being treated as 1129(a)(9) requires, or that the claimant agreed to some other treatment.

1. Administrative Expense Claims - § 507(a)(2) and § 1129(a)(9)(A). These include: (1) court-approved claims of attorneys and other professionals; and (2) United States trustee fees under 28 U.S.C. chapter 123.

The deadline to file administrative expensive claims is (date) Proposed deadlines are: December 7, 2017 for administrative expense claims for the period June 15, 2017 through October 31, 2017; Thirty (30) days after the Plan Effective Date for administrative expense claims for the period of November 1, 2017 through the Plan Effective Date.

There are no administrative expense claims.

All administrative expense claims have been filed and/or are anticipated to be filed, and the claims and amounts indicated below are the amounts requested or anticipated to be requested:

Claimant: BRE/Pearlridge LLC Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 15,177.89 0 % $15,178 Monthly $ $ Quarterly months

Claimant: CRG Financial LLC/UI Import Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 8,025.00 0 % $8,025.00 Monthly $ $ Quarterly months

2. Tax Claims - § 507(a)(8) and § 1129(a)(9)(C). Must be paid in full within 5 years after the Petition Date.

There are no tax claims All tax claims have been filed or scheduled, and are indicated below:

Claimant: Arizona Department of Revenue Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (§511) Payment Pymts Payments Estimated Date

$ 152.00 0 % $152.00 Monthly $ $ Quarterly months

Claimant: Comptroller of Maryland Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (§511) Payment Pymts Payments Estimated Date

$ 663.00 0 % $663.00 Monthly $ $ Quarterly months

See Exhibit H for additional unsecured claims (not listed in VIII.B) on which voting is not allowed.

§ 507(a)(2) – Administrative Expense Claims

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§ 507(a)(8) – Tax Claims § 507(a)(3) – Involuntary Gap Claims Allowed Under § 502(f)

C. UNSECURED CLAIMS THAT MUST BE TREATED AS REQUIRED BY § 1129(a)(9)(B) – CLASS #1. § 1129(a)(9)(B) requires certain unsecured claims to be treated with priority over general unsecured claims, and pay them in full on the Effective Date or as soon as practicable after unless claimants vote as a class to accept deferred payments. If so, claims are impaired and claimants are entitled to vote to accept or reject the Plan.

There are no claims in CLASS #1.

CLASS #1a: § 507(a)(1) - Wage and Commission Claims

Claimant: Hee Ra Ham Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 4,871.88 0 % $4,871.88 Monthly $ $ Quarterly months

See Exhibit for additional unsecured claims (not listed above) in Class #1: CLASS #1(a): § 507(a)(4) - Wage and Commission Claims CLASS #1(b): § 507(a)(5) – Employee Benefit Plan Contribution Claims CLASS #1(c): § 507(a)(6) – Grain Producer and Fisherman Claims CLASS #1(d): § 507(a)(7) – Consumer Deposit Claims

D. OTHER UNSECURED CLAIMS – CLASS #2.

There are no claims in CLASS #2.

See Exhibit B for a list of all CLASS #2 claimants and amount owed to each.

1. CLASS #2a: Nominal Unsecured Claims. These include “nominal” claims of $ or less, and any larger unsecured claims whose claimant agreed to reduce its claim to this amount. Claimants are not entitled to vote to accept or reject the Plan.

Claimants will be paid the nominal amount on the Effective Date, or as soon as practicable thereafter. Estimated total payments are $ .

2. CLASS #2b: General unsecured claims. These are unsecured claims not included in CLASS #2a, and will be paid as follows. Claimants are entitled to vote to reject or accept the Plan.

Percent Plan. Each claimant in CLASS #2b will be paid % of its claim beginning the first relevant date after the Effective Date:

a. Over years in equal monthly quarterly installments, due on the first day of each calendar month/quarter;

b. with interest at the rate of % per annum, or without interest; and.

c. The amount each claimant receives depends on the total amount of allowed claims in this class.

Pot Plan. Each member of CLASS #2b will be paid a pro rata share of a fund totaling $8.5 million, created by the Debtor’s payment:

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b. Payment amount is $425,000 per month quarter for a period of 20 quarters,

c. Payments will begin on (date): March 31, 2018

Other: (1) If on the Plan Effective Date, the Debtor has more than $7.5 million in cash and at least $8 million in inventory, then each member of Class #2B will receive a pro rata share of 25% of the cash above $7.5 million on the Plan Effective Date. This Potential Effective Date Cash Payment will be applied to reduce the $8.5 million obligation to CLASS #2b.

(2) Each member of CLASS #2b will receive a pro rata share of 30% of the Reorganized Debtor’s Operating Profit in excess of $25 million during the five (5) year Plan period to be determined as of March 31, 2023, and to paid by April 30, 2023.

(3) The Reorganized Debtor will not pursue avoidance actions under Bankruptcy Code section 547(b).

E. SECURED CLAIMS – CLASS #3, CLASS #4 and Class #5.

CLASS #3 - Unimpaired Non-Insider Claims. Claimants are not entitled to vote to accept or reject the Plan. Until claims are fully paid, claimants retain their interest in the property securing the claim. Treatment is:

There are no claims in CLASS #3.

CLASS #3a Claimant: Harris County Et Al Basis for secured status: Tax Lien Priority of lien: First priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $664.58 $664.58 17-21% 2018 $664.58 1 $664.58 2018

Address or Other Description of Collateral Securing Claim 3a: FF&E and inventory at Store located in Harris County, et al, Texas.

Value: N/A Valuation Order on motion or stipulation Declaration: Certified appraiser Method Other: Texas Property Tax Code

Additional Comments relating to Class #3a: Estimated 2017 Business/Personal property tax on FF&E an inventory to be paid in 2018 when due.

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CLASS #3b Claimant: City of Mercedes Basis for secured status: Tax lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $2,727.00 $2,727.00 12% 2018 $2,727.00 1 $2,727.00 2018

Address or Other Description of Collateral Securing Claim 3b: FF&E and inventory at Store located at 5001 East Expressway 83 Suite 309, Mercedes, Texas Value: Valuation Order on motion or stipulation Declaration: Certified appraiser $N/A Method Other: Texas Property Tax code

Additional Comments relating to Class #3b: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

CLASS #3c Claimant: Cypress - Fairbanks ISD Basis for secured status: Tax Lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $1,201.82 $1,201.82 20% 2018 $1,201.82 1 $1,201.82 2018

Address or Other Description of Collateral Securing Claim 3c: FF&E and inventory at Store located at on parcel address 29300 Northwest Fwy, Houston, Texas

Value: Valuation Order on motion or stipulation Declaration: Certified appraiser $N/A Method Other: Texas Property Tax Code

Additional Comments relating to Class #3c: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

See Exhibit I for more unimpaired secured claims. Label as Class #3d, #3e, etc.

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CLASS #4 - Impaired Non-Insider Claims. Claimants are entitled to vote to accept or reject the Plan. Until claims are fully paid, claimants retain their interest in the property securing the claim. Treatment is:

There are no claims in CLASS #4.

CLASS #4a Claimant: Hyundai Motor Finance Basis for secured status: Auto Purchase Financing Priority of lien: Second Priority after Tax Liens Lien is not modified in any way. Lien is modified as follows: waiver of interest for early payoff

Total Total Amount of Frequency Total First Final Amount of Payments Over Interest Amount of of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $16,877.87 $16,877.87 0.0% 3/31/2018 $8,438.94 Semi- $16,877.87 9/30/2018 annually

Address or Other Description of Collateral Securing Claim 4a: Hyundai Tucson SE

Value: Valuation Order on motion or stipulation Declaration: Certified appraiser $19,425.00 Method Other: See Proof of Claim

Additional Comments relating to Class #4a:

CLASS #5 - Insider Claims. These are claims of persons defined in 11 U.S.C. §101(31). Essentially, an insider is a person with a close relationship with the Debtor other than a creditor-debtor relationship. Treatment is:

There are no claims in CLASS #5.

F. SHAREHOLDER OR PARTNER INTERESTS

Under the Plan, Shareholders simply retain their shares of stock.

Shareholders redeem their shares of stock and receive the following consideration: .

Partner’s interest(s) in partnership Debtor: 1. Each partner’s interest in the debtor shall remain as it is now. The identity of the general partners are: . There are no limited partners . are limited partners and their identities are as follows: .

2. The interest of some or all of the partners changes under the Plan as follows: .

The Articles of Incorporation or Bylaws have been changed to include a provision prohibiting the issuance of nonvoting equity securities as required by 11 U.S.C. §1123(a)(6).

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IX. UNCLAIMED OR UNDELIVERABLE PLAN DISTRIBUTIONS. Payments or other distributions made under the Plan that are unclaimed or undeliverable for six (6) months after the attempted distribution will revest in the post-confirmation debtor free of restrictions. Any entitlement to distribution will be barred.

X. EFFECT OF CONFIRMATION.

A. General Comments

The provisions of a confirmed Plan bind the Debtor, any entity acquiring property under the Plan, and any claimant, interest holder, or general partner of the Debtor, even those who do not vote to accept the Plan.

The confirmation of the Plan vests all property of the estate in the Debtor.

The automatic stay is lifted upon confirmation as to property of the estate. However, the stay continues to prohibit collection or enforcement of pre-petition claims against the Debtor or the Debtor's property until the date the Debtor receives a discharge, if any. If the Debtor does not seek a discharge, the discharge is deemed denied and the stay as to the Debtor and the Debtor's property terminates on entry of the order confirming the Plan.

B. Discharge of Liability for Payment of Debts; Termination of Rights and Interests of Equity Security Holders and General Partners Provided for by the Plan

Debtor will seek an order of discharge pursuant to 11 U.S.C. § 1141(d)(5)(C).

Debtor is not eligible for a discharge pursuant to 11 U.S.C. § 1141(d)(3) because: the Plan provides for the liquidation of all, or substantially all, of the property of the estate. the Debtor will not engage in business after consummation of the Plan. the Debtor would be denied a discharge under 11 U.S.C. § 727(a) if the case were a case under chapter 7.

Debtor is a corporate debtor thus pursuant to 11 U.S.C. §1141(d)(5)-(6), “[t]he confirmation of the plan does not discharge the Debtor from any debt of a kind specified in 11 U.S.C. §523(a)(2)(A)-(B) that is owed to a domestic governmental unit, or owed to a person as the result of an action filed under subchapter III of Chapter 37 of title 31 or any similar State statute, or for a tax or customs duty with respect to which the debtor made a fraudulent tax return or willfully attempted in any manner to evade or to defeat such tax or such customs duty.

C. Modification of the Plan

The Proponent may modify the Plan pursuant to 11 U.S.C. § 1127.

D. Final Decree

Once the Plan has been consummated, a final decree may be entered upon motion of the Proponent. The effect of the final decree is to close the bankruptcy case. After such closure, a party seeking any type of relief relating to a Plan provision can seek such relief in a state court of general jurisdiction.

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EXHIBIT “A”

Declaration in Support of Disclosure Statement and Plan

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EXHIBIT “B”

List of all Claims

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Priority Non-Tax Caims

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "E" Priority Potentially Allowed Claims Claim Objection Ashley Jones C112 9/25/2017 PRI 12,850.00 0.00 objection* CA State Board of Equalization 0.00 0.00 Cigna Health and Insurance Company C63 8/24/2017 PRI 14,830.54 X 0.00 Hee Ra Ham C10 7/10/2017 PRI 4,871.88 4,871.88 Zero-One C91 9/5/2017 PRI 15,700.00 0.00 object as to class Totals: 48,252.42 0.00 4,871.88

Priority Tax Claim

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "E" Priority Potentially Allowed Claims Claim Objection Arizona Department of Revenue C94 9/11/2017 PRI 152.00 0.00 152.00 California Department of Tax and Fee Administration C164 10/6/2017 PRI 2,396.00 0.00 Comptroller of Maryland C105 9/19/2017 PRI 610.00 610.00 Employment Development Dept. 0.00 0.00 Florida Department of Revenue 0.00 0.00 Franchise Tax Board 0.00 0.00 Georgia Department of Revenue 0.00 0.00 Hawaii Director of Taxation 0.00 0.00 Internal Revenue Service C1 8/17/2017 PRI 42,656.27 0.00 0.00 objection Los Angeles County Treasurer and Tax Collector C8 7/7/2017 PRI 3,534.70 0.00 withdrawn claim Louisiana Department of Revenue 0.00 0.00 Maryland Revenue Administration Div 0.00 0.00 Missouri Department of Revenue 0.00 0.00 New Jersey Division of Taxation 0.00 0.00 New York State Dept of Tax/Finance 0.00 0.00 North Carolina Dept. of Revenue 0.00 0.00 Tennessee Department of Revenue 0.00 0.00 Texas Comptroller of Public Account 0.00 0.00 Virginia Tax 0.00 0.00 Totals: 49,348.97 0.00 762.00

Secured Claim

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "D" Secured Potentially Allowed Claims Claim Objection Bank of America 90,000.00 0.00 Amend Schedules Bank of America X Unknown 0.00 Bexar County C69 8/25/2017 SEC 5,245.02 0.00 objection City of El Paso C67 8/25/2017 SEC 6,409.79 0.00 objection City of McAllen C68 8/25/2017 SEC 2,157.66 0.00 objection City of Mercedes C109 9/22/2017 SEC 2,727.00 2,727.00 Cypress - Fairbanks ISD C54 8/22/2017 SEC 1,201.82 1,201.82 Dallas County C42 8/18/2017 SEC 24,689.55 2,727.16 partial objection** Galveston County C53 8/22/2017 SEC 1,135.42 0.00 objection Harris County Et Al C52 8/22/2017 SEC 664.58 664.58 Hidalgo County C65 8/25/2017 SEC 17,813.02 6,669.97 partial objection Hyundai Capital America (HCA) C163 10/6/2017 SEC 16,877.87 14,400.00 16,877.87 Nueces County C66 8/25/2017 SEC 3,437.05 0.00 objection San Marcos CISD C64 8/25/2017 SEC 1,077.61 1,077.61 Smith County C55 8/23/2017 SEC 745.47 745.47 Tarrant County C43 8/18/2017 SEC 8,238.46 8,238.46 Totals: 92,420.32 104,400.00 40,929.94 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 26 of 77

Unsecured Claims

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection 7-Jan 181,129.90 181,129.90 A Ellen 35,774.05 35,774.05 Ackie, Lanissa X Unknown 0.00 Active USA Inc. 546,894.15 546,894.15 Alvarado, Laryssa X Unknown 0.00 Alvarez, Jessica X Unknown 0.00 Alvarez-Ladera, Emailia X Unknown 0.00 Ambiance USA Inc. C75 8/28/2017 UNS 2,637,426.70 2,375,416.33 2,637,426.70 Ameren Missouri C5 6/26/2017 UNS 1,936.22 1,936.22 American Supply Company. 5,103.00 5,103.00 An, Michelle X Unknown 0.00 Anderson, Shelby X Unknown 0.00 Angel, Palminia X Unknown 0.00 Annabelle 309,053.15 309,053.15 Annapolis Mall LP C139 9/29/2017 UNS 7,495.28 0.00 partial objection Antelope Valley Mall, LLC C62 8/24/2017 UNS 355,134.16 202,600.00 355,134.16 potential objection*** Antonio, Magdalena X Unknown 0.00 Arbor Place II, LLC C47 8/18/2017 UNS 384,576.00 90,800.00 384,576.00 potential objection Arizona Mills Mall, LLC X Unknown 0.00 Arreola, Robert X Unknown 0.00 Ashley Jones C112 9/25/2017 UNS 9,250.00 0.00 objection Asiana Capital, Inc. Unknown 0.00 AT&T Corp C100 9/14/2017 UNS 384.14 384.14 AT&T Corp C32 8/7/2017 UNS 4,041.32 4,041.32 AT&T Long Distance, LLC C99 9/14/2017 UNS 506.26 506.26 Avery Dennison Retail Information Services LLC C9 7/7/2017 UNS 26,273.30 8,434.80 partial objection Avina, Brianna X Unknown 0.00 Bai, Stella and Hee Young X Unknown 0.00 Baltimore Gas and Electric Co C12 7/12/2017 UNS 1,220.51 1,220.51 Bank of America X Unknown 0.00 Barrera, Paula X Unknown 0.00 Barton Creek Square X Unknown 0.00 Batist, Lisa Unknown 0.00 Batist, Lisa X Unknown 0.00 Be Cool 38,934.50 38,934.50 Bell, Megan X Unknown 0.00 Bell, Megan X Unknown 0.00 BellSouth Telecommunications, Inc. C97 9/13/2017 UNS 1,571.11 1,571.11 BellSouth Telecommunications, Inc. C102 9/14/2017 UNS 1,265.04 1,265.04 Benitez, Sara X Unknown 0.00 Bernal, Karla X Unknown 0.00 Best Glass C30 7/31/2017 UNS 190.00 190.00 Best Underwear Line, Inc. C101 9/14/2017 UNS 36,836.60 36,836.60 Betancourt-Berrios, Lourdes X Unknown 0.00 Better Be 31,437.90 31,437.90 Blossom Inc. 535,005.10 535,005.10 Blue Dot USA Inc. C73 8/28/2017 UNS 1,019,194.35 1,019,194.35 1,019,194.35 Brandon Shopping Center Partners, Ltd. C134 9/29/2017 UNS 5,000.00 5,000.00 partial objection BRE / Pearlridge LLC C88 8/31/2017 UNS 26,580.73 28,000.00 26,580.73 Broward Mall, LLC C133 9/29/2017 UNS 5,000.00 5,000.00 partial objection Cacatzumitzep, Maria X Unknown 0 Cacatzumitzep, Maria X 50,000.00 0.00 Cals Collection Inc C93 9/1/2017 UNS 114,856.00 88,705.25 114,856.00 Camarillo, Margarita Isabel X Unknown 0.00 Canela, Maria X Unknown 0.00 Cann Studio Inc. C27 7/27/2017 UNS 101,345.80 101,345.80 101,345.80 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 27 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Cape Robbin Inc. 11,298.00 11,298.00 Carousel Center Company, LP C76 8/31/2017 UNS 691,810.49 107,000.00 691,810.49 Castillo, Bibian X Unknown 0.00 Castro, Michelle X Unknown 0.00 Cazares, Kaylee X Unknown 0.00 Center for Environmental Health C124 9/29/2017 UNS 1,000,000.00 X 157,500.00 20,000.00 Cervantes, Monica X Unknown 0.00 Chavac, Lucitana X Unknown 0.00 Chavez, Melina Saray X Unknown 0.00 Chavez, Melina Saray X Unknown 0.00 Chavez, Santos X Unknown 0.00 Chavez, Santos Unknown 0.00 Choi, Jin Hwan and Mikyung Kelly Unknown 0.00 Choi, Sang Heup X Unknown 0.00 Choi, Suk Hwan and Sohyun Unknown 0.00 Cigna Health and Insurance Company C63 8/24/2017 UNS X Unknown 0.00 Citrus Park Mall Owner LLC C130 9/29/2017 UNS 651,662.01 241,400.00 651,662.01 potential objection Citrus Park Mall Owner, LLC X Unknown 0.00 Clackamas Mall L.L.C. C57 8/24/2017 UNS 618,014.96 273,900.00 618,014.96 potential objection Cole, Brandon X Unknown 0.00 Colorado Mills Mall, LP C83 9/1/2017 UNS 236,900.64 X Unknown 236,900.64 potential objection Colorholic, Inc. X Unknown 0.00 Comptroller of Maryland C105 9/19/2017 UNS 53.00 53.00 Concord Mills Mall X Unknown 0.00 Contempo / Justine Taylor Inc. USA 490.00 490.00 Corleto, Maria X Unknown 0.00 Correa, Elizabeth X Unknown 0.00 Cortez, Alicia X Unknown 0.00 Countryside Mall LLC C137 9/29/2017 UNS 9,683.88 0.00 objection Countryside Mall, LLC X Unknown 0.00 Covarrubias, Lewis X Unknown 0.00 Cozy S&S Casual, LLC. 1,620.00 1,620.00 Crash and Burn X Unknown 0.00 CRG Financial LLC/UI Import C154 9/29/2017 UNS 16,492.25 19,852.25 16,492.25 CRG Financial LLC/RM Manufacturing C126 9/29/2017 UNS 7,108.80 7,915.20 7,108.80 Cristerna, Karla X Unknown 0.00 Crockett, Robert X Unknown 0.00 Cruz, Marielena X Unknown 0.00 Cruz, Miguel X Unknown 0.00 Currin, Renee Pamela X Unknown 0.00 Damo Clothing 15,747.00 15,747.00 Danbee Inc. C118 9/28/2017 UNS 468,360.12 468,360.12 468,360.12 David & Young, Co. 22,358.05 0.00 objection Davids, Teresa X Unknown 0.00 De Cachu, Gloria Cendejas X Unknown 0.00 De Leon, Karen Bianey Lizarraga X Unknown 0.00 De Novo Imports, Inc. 8,097.50 8,097.50 De Remigio, Elvira X Unknown 0.00 De Ruiz, Gloria X Unknown 0.00 Delgadillo, Anahi X Unknown 0.00 Desert Sky Mall LLC and JCP Realty TIC, LLC C147 9/29/2017 UNS 523,349.01 X 3,728,300.00 523,349.01 potential objection Desire, LLC X Unknown 0.00 Dess, Inc. C113 9/25/2017 UNS 1,493,165.25 1,451,180.25 1,493,165.25 Diego, Antonio X Unknown 0.00 DNA Couture, Inc. 651,443.05 651,443.05 DND Fashion Inc. / Anna Shoes 3,847.50 3,847.50 Double Zero Inc. 40,350.45 40,350.45 Duelle Fashion, Inc. 10,860.00 10,860.00 East Mesa Mall, LLC C150 9/29/2017 UNS 612,088.95 X 3,727,600.00 612,088.95 potential objection Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 28 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Eastridge Shopping Center X Unknown 0.00 Edgemine, Inc. C96 9/11/2017 UNS 628,349.97 628,786.32 628,349.97 Edison Mall, LLC C86 8/31/2017 UNS 648.24 X Unknown 648.24 Eighty One Enterprise Inc. C114 9/22/2017 UNS 11,805.00 16,447.23 11,805.00 EklecCo NewCo, LLC C80 8/31/2017 UNS 0.00 EklecCo NewCo, LLC C78 8/31/2017 UNS 1,197.64 X Unknown 1,197.64 Elegance Enterprise Corp. 7,036.00 7,036.00 Embarq Florida Inc - Central Florida dba CenturyLinkC36 8/11/2017 UNS 39.58 39.58 EMI Santa Rosa LP C18 7/19/2017 UNS 413,576.39 X Unknown 413,576.39 Enjean 6,690.00 6,690.00 Entry 59,565.10 59,565.10 Escareno, Illyana X Unknown 0.00 Esquivel, Katrina M. X Unknown 0.00 Euler Hermes N.A. Agent C44 8/17/2017 UNS 422,568.90 404,555.55 422,568.90 Euler Hermes N.A. Agent C51 8/21/2017 UNS 422,568.90 0.00 objection Euler Hermes N.A. Agent for Cornerstone Apparel C123 9/29/2017 UNS 11,790.00 11,790.00 Euler Hermes N.A. Agent for Finance One Claim C26 7/27/2017 UNS 785,480.05 0.00 objection Euler Hermes N.A. Agent for MSK Apparel Inc. C92 9/1/2017 UNS 41,669.65 41,669.65 41,669.65 Eunina / Pistola 26,250.00 0.00 objection Event 13,735.15 13,735.15 EWH Escondido Associates, L.P. X Unknown 0.00 EWH Escondido Associates, L.P. C131 9/29/2017 UNS 61,662.52 19,068.04 61,662.52 potential objection Fabina LA, Inc. / Motive 66,590.70 66,590.70 Fabric Selection, Inc. X Unknown 0.00 Fadness, Rodger X Unknown 0.00 Fame Accessories 895.50 895.50 Fashion & People, Inc. dba Trac C21 7/19/2017 UNS 277,075.60 277,075.50 277,075.60 Fashion Debut, Inc. C22 7/20/2017 UNS 27,033.60 35,745.60 27,033.60 Fashion Magazine Inc. C108 9/21/2017 UNS 814,836.40 821,251.60 814,836.40 Finance One, Inc. C23 7/24/2017 UNS 2,364,336.85 Unknown 0.00 objection Finance One, Inc. C28 7/25/2017 UNS 2,364,336.85 2,364,336.85 Flying Tomato /Salt &Pepper Clothing,Inc 12,695.40 12,695.40 Forever 21, Inc. X Unknown 0.00 Forever 21, Inc. X Unknown 0.00 Fortune Dynamic Inc. C7 7/7/2017 UNS 18,769.50 18,769.50 FPL C160 10/2/2017 UNS 4,422.65 4,422.65 Franco, Maria Teres X Unknown 0.00 Franco, Teresa X Unknown 0.00 Franco, Yvanna X Unknown 0.00 French Kiss C104 9/18/2017 UNS 1,260.00 1,260.00 Fuller, Emily X Unknown 0.00 G Mini 128,149.25 128,149.25 Gaitan, Sheiny X Unknown 0.00 Gallegos, Diego X Unknown 0.00 Gallegos-Guevara, Maria Guadalupe X 70,000.00 0.00 Galleria at Roseville Unknown 0.00 Galleria at Roseville X Unknown 0.00 Galleria at Wolfchase LLC C20 7/19/2017 UNS 420,132.89 420,132.89 potential objection Galleria Mall Investors, L.P. X Unknown 0.00 Ganji Apparel Inc. C72 8/28/2017 UNS 27,957.90 27,957.90 27,957.90 Garcia, Carmen X Unknown 0.00 Garcia, Samantha X Unknown 0.00 Garcia-Cruz, Josue X Unknown 0.00 Garrette, Leona X Unknown 0.00 Garza, Lanissa X Unknown 0.00 Gaze U.S.A., Inc. 103,271.90 103,271.90 General Business Credit Unknown 0.00 GGP-Tucson Mall L.L.C. C58 8/24/2017 UNS 15,046.33 0.00 objection Glare Fashion C74 8/28/2017 UNS 27,715.05 27,715.05 27,715.05 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 29 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Gold Value International Textile, Inc. X Unknown 0.00 Gomez, Nydia X Unknown 0.00 Gomez-Arellano, Patricia X Unknown 0.00 Gomez-Canuz, Olegaria X Unknown 0.00 Gomez-Canuz, Olegaria Unknown 0.00 Gonzalez, Isabel X Unknown 0.00 Gonzalez, Suzanne X Unknown 0.00 Gonzalez-Melendez, Maria Luisa X 100,000.00 0.00 Good Morning Jewelry Corp. 1,980.00 1,980.00 Grace Lee C116 9/25/2017 UNS 1,100,000.00 X Unknown 0.00 objection Grow Financial X Unknown 0.00 Guerrero, Esmeralda X Unknown 0.00 Gutierrez, Mayah X Unknown 0.00 Gutierrez, Mayah X Unknown 0.00 Gutierrez, Stephanie X Unknown 0.00 Guzman, Etelvina X Unknown 0.00 Guzman, Ivy X Unknown 0.00 Hacegaba, Samantha Marie X Unknown 0.00 Hana Commercial Finance, Inc. C39 8/11/2017 UNS 2,078,195.00 Unknown 2,078,195.00 Handbag Republic Inc. 5,535.00 5,535.00 Heart & Hips 570,957.35 570,957.35 Hernandez, Ana X Unknown 0.00 Hernandez, Ana X Unknown 0.00 Hernandez, Ana X Unknown 0.00 Hernandez, Elva Maritza Leiva X Unknown 0.00 Hernandez-Sanchez, Pedro X Unknown 0.00 Herrera, Zayra X Unknown 0.00 High Point Textile, Inc. X Unknown 0.00 Hoang, Sing X Unknown 0.00 Hot Goods Violation X Unknown 0.00 Hubbard, Barbara J. X Unknown 0.00 Huerta, Blanca X Unknown 0.00 HYFVE, Inc. (Double Zero) 361,734.10 361,734.10 Ibarra, April X Unknown 0.00 Illuma Fashion Inc. C50 8/21/2017 UNS 7,889.60 7,899.60 7,889.60 Imperial Valley Mall II L.P. C46 8/18/2017 UNS 464,782.76 164,900.00 464,782.76 potential objection Indigo Group USA Inc. 51,637.60 51,637.60 Iris / K&L Wholesales, Corp C122 9/28/2017 UNS 1,104,128.00 1,015,190.20 1,104,128.00 Isabelle Handbags 2,565.00 2,565.00 Italian Fabrics, Inc. X Unknown 0.00 Itsme Jean, Inc. 672,102.60 672,102.60 Iwear, Inc. 77,885.20 77,885.20 J. Concept, Inc. X Unknown 0.00 JC Fits, Inc. 237,654.02 237,654.02 Jennifer Accessories, Inc. C110 9/22/2017 UNS 28,277.34 20,737.10 28,277.34 JG Elizabeth II, LLC X Unknown 0.00 John & Grace Inc. 6,318.50 6,318.50 Johnson, Iva X Unknown 0.00 Ju Ju Be Hot Goods X Unknown 0.00 Kilina America Inc. C111 9/22/2017 UNS 150,000.00 0.00 objection Kilina America, Inc. C40 8/14/2017 UNS 150,000.00 X Unknown 0.00 objection Kilina America, Inc. C41 8/14/2017 UNS 150,000.00 0.00 objection Kim, Beom Sik X Unknown 0.00 Kim, Chong Hyuk and Kil Uya Unknown 0.00 Kim, Dal Hang & Leslie N. X Unknown 0.00 Kim, Hae Sook X Unknown 0.00 Kim, In Ja X Unknown 0.00 Kim, Jonathan C. & Jin Sook Unknown 0.00 Kim, Richard Unknown 0.00 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 30 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection King Kong Clothing, Inc. / Super B 102,409.70 102,409.70 Knitwork Productions / American Attitude 35,175.00 35,175.00 Korte, Tammi X Unknown 0.00 Kwok, Ben X Unknown 0.00 LA Luo Cheng, Inc. C156 10/2/2017 UNS 9,412.56 9,000.00 9,412.56 LA Printex Industries, Inc. X Unknown 0.00 Lam, Samuel X Unknown 0.00 Lee, Dong Soo & Ji Sun X Unknown 0.00 Legend Footwear, Inc. C2 6/28/2017 UNS 22,032.00 36,711.00 22,032.00 Leyva-Gonzales, Maria de Monserrat X Unknown 0.00 Leyva-Gonzales, Maria de Monserrat X 100,000.00 0.00 Like Dreams Inc. 11,241.75 11,241.75 Loan Star Best Glass C85 8/31/2017 UNS 190.00 190.00 Lockard Outlets Corpus Christi Bay, LLC C121 9/28/2017 UNS 4,396.20 X Unknown 0.00 objection Lopez, Alba Luz Hernandez X Unknown 0.00 Lopez, Albino X Unknown 0.00 Lopez, Gabriella X Unknown 0.00 Lopez, Jose X Unknown 0.00 Lopez-Alcala, Elvia X Unknown 0.00 Lopez-Alcala, Nayeli X Unknown 0.00 Lopez-Borja, Guadalupe X Unknown 0.00 Lopez-Juarez, Hermelindo X Unknown 0.00 Love Republic 13,449.00 13,449.00 Lozano, Diego X Unknown 0.00 LVP St. Augustine Outlets, LLC C117 9/27/2017 UNS 1,171.23 1,171.23 Macerich Lakewood LP C148 9/29/2017 UNS 687,493.50 237,800.00 687,493.50 potential objection Macerich Lakewood LP X Unknown 0.00 Macerich Oaks LLC X Unknown 0.00 Macerich Oaks, LLC C136 9/29/2017 UNS 673,791.00 0.00 objection Machine Jeans 8,250.00 8,250.00 Mall Del Norte, LLC C45 8/18/2017 UNS 0.00 X Unknown 0.00 Marquez, Janet X Unknown 0.00 Marquez, Janet X Unknown 0.00 Martin, Domingo X Unknown 0.00 Martin, Domingo X 40,000.00 0.00 Martin, Patricia X Unknown 0.00 Matrix International Textile, Inc. X Unknown 0.00 May Pink 8,500.00 8,500.00 Mebtel, Inc. dba CenturyLink C38 8/11/2017 UNS 106.74 106.74 Medrano, Yvette X Unknown 0.00 Mejia, Beatriz X Unknown 0.00 Menendez, Yareni X Unknown 0.00 Mestanza, Maria X Unknown 0.00 Mezzanine USA C48 8/21/2017 UNS 27,027.55 27,027.55 27,027.55 Michael Kors Inc. X Unknown Mika Accessories 14,409.00 0.00 Milberg Factors, Inc. C106 9/20/2017 UNS 21,159.05 0.00 objection Mind Code / MJC Connection Inc. 7,855.20 7,855.20 Minx International, Inc. X Unknown 0.00 Miromar Outlet East, LLC X Unknown 0.00 Miss Avenue 401,471.60 401,471.60 Mission Valley X Unknown 0.00 Mission Valley Shoppingtown LLC C140 9/29/2017 UNS 171,077.10 73,153.01 171,077.10 potential objection Molina, Maria X Unknown 0.00 Monaco 109,300.65 109,300.65 Monteau Women's Apparel 13,325.60 13,325.60 Monzon, Laura X Unknown 0.00 Mood Media C90 9/5/2017 UNS 1,713.41 1,713.41 Morrenos, Amy X Unknown 0.00 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 31 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Moya-Dubon, Iris Amanda X Unknown 0.00 My Story / Event 39,874.75 39,874.75 Navarro, Mikayla X Unknown 0.00 Neman Brothers & Assoc., Inc. X Unknown 0.00 Neman Brothers & Assoc., Inc. X Unknown 0.00 Neman Brothers & Assoc., Inc. Unknown 0.00 New Commercial Capital, Inc. Unknown 0.00 New Southbay Trading C6 7/3/2017 UNS 5,220.00 2,730.00 5,220.00 New York State Dept of Economic Developm X Unknown 0.00 Newage PHM LLC 16,041.66 16,041.66 NF USA Inc. C157 10/2/2017 UNS 7,995.75 7,995.75 7,995.75 Noble U / The Propose, Inc. 9,834.40 9,834.40 North East Mall X Unknown 0.00 Northrup, Amanda X Unknown 0.00 Novelty Textile Inc. X Unknown 0.00 Nu Luuk 16,590.00 16,590.00 Nunez, Julieta X Unknown 0.00 Oakridge Mall LLC C145 9/29/2017 UNS 3,327.54 3,327.54 partial objection Ocampo, Roberto X Unknown 0.00 Ochoa, Daisy X Unknown 0.00 OHS-dba ohyes fashion 2,011.50 2,011.50 Olivarez, Julie A. X Unknown 0.00 Olive Tree Mode, Inc. 5,575.50 5,575.50 OMG Accessories 3,900.00 3,900.00 Oppo Original Corp 19,422.00 19,422.00 Opry Mills Mall, LP C17 7/19/2017 UNS 398,371.51 X Unknown 398,371.51 potential objection Ortiz, Pricilla X Unknown 0.00 Osuna, Yvette X Unknown 0.00 Outlet Mall of Savannah LLC 144,700.00 144,700.00 potential objection Oxlaj, Franciso X Unknown 0.00 Paradise Valley Mall SPE LLC X Unknown 0.00 Paradise Valley Mall SPE LLC X Unknown 0.00 Paradise Valley Mall SPE LLC C146 9/29/2017 UNS 575,068.25 575,068.25 potential objection Paragon Design 5,880.00 5,880.00 Park, Jung Sook Unknown 0.00 Parks At Arlington, LLC C56 8/24/2017 UNS 1,002,889.24 392,100.00 1,002,889.24 potential objection Parkway Plaza LP C142 9/29/2017 UNS 852,920.70 354,500.00 852,920.70 potential objection Parra, Margaria X Unknown 0.00 Parrado, Carmen X Unknown 0.00 Parram, Maria X Unknown 0.00 Parvenue Inc. C31 8/2/2017 UNS 4,898.75 8,037.95 4,898.75 Pasillas, Martin X Unknown 0.00 Pepco C25 7/24/2017 UNS 2,153.17 2,153.17 Perez, Clarissa X Unknown 0.00 Perez, Emanuel X Unknown 0.00 Perez, Miriam X Unknown 0.00 Perez-Mesa, Diego X Unknown 0.00 PG&E C107 9/18/2017 UNS 6,322.59 6,322.59 PG&E C103 9/14/2017 UNS 6,322.59 0.00 objection Pink Bud, Inc. 7,111.80 7,111.80 Pink Cosmo Inc. 520.00 520.00 Plaza Bonita LLC C132 9/29/2017 UNS 61,291.45 X 70,418.33 61,291.45 Plaza Bonita LLC X Unknown 0.00 Ponce, Samantha X Unknown 0.00 Pretty Knit 51,262.75 51,262.75 Prime Business Credit Inc. C11 8/10/2017 UNS 104,497.65 Unknown 104,497.65 confirm Purple Generation Inc. C49 8/21/2017 UNS 43,093.55 43,093.55 43,093.55 Pyramid Walden Company, LP C77 8/31/2017 UNS 822,470.65 X Unknown 822,470.65 potential objection Qwest Corporation dba CenturyLink QC C37 8/11/2017 UNS 582.55 582.55 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 32 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Raggs 2 Riches Inc. C95 9/12/2017 UNS 101,969.70 96,095.70 101,969.70 Ramos, Melissa X Unknown 0.00 Reflex C115 9/25/2017 UNS 618,094.70 618,094.70 618,094.70 Reyna, Justina Cortes X Unknown 0.00 RFA Holding Group LLC / The RFA Group 20,624.75 20,624.75 Rhapsody Clothing Inc. 60,415.95 60,415.95 Rios, Sonya X Unknown 0.00 RJ Imports 8,164.50 8,164.50 Rocha, Mayra X Unknown 0.00 Rodriguez, Jose Miguel X Unknown 0.00 Rosas, Nayeli X Unknown 0.00 Rosenthal & Rosenthal Inc. C82 8/30/2017 UNS 63,021.15 Unknown 63,021.15 Rosenthal & Rosenthal, Inc. C81 8/30/2017 UNS 7,303.00 7,303.00 Roseville Shoppingtown LLC C151 9/29/2017 UNS 528,463.40 0.00 objection Royal Printex, Inc. X Unknown 0.00 Rush, Sandi X Unknown 0.00 Sagastizado, Victor X Unknown 0.00 Salas, Alejandra Alcantar X Unknown 0.00 Salgado, Connie X Unknown 0.00 Salvador-Beltran, Guadalupe X Unknown 0.00 Sanchez, Ana X Unknown 0.00 Sandoval, Desarie Justine X Unknown 0.00 Santa Anita Borrower LLC X Unknown 0.00 Santa Anita Fashion Park LLC 255,500.00 255,500.00 potential objection Santa Anita Shoppingtown LP C138 9/29/2017 UNS 611,930.05 611,930.05 potential objection SDG Accessories C155 9/29/2017 UNS 30,419.00 30,540.00 30,419.00 Seminole Towne Center Limited Partnership C89 8/31/2017 UNS 224,309.12 X Unknown 224,309.12 potential objection Seo, Choon Hee X Unknown 0.00 Shark Eyes, Inc. C71 8/28/2017 UNS 2,834.40 2,834.40 2,834.40 Shin, Min Chul and Sookyeon Unknown 0.00 Silva, Cassandra X Unknown 0.00 Silva, Cassandra X Unknown 0.00 Silva, Cassandra X Unknown 0.00 Simon Property Group, Inc. C125 9/29/2017 UNS 100.00 100.00 Simon Property Grp(TX) LP C16 7/19/2017 UNS 17,937.10 0.00 objection SM Apparel / Mango Tree 121,815.65 121,815.65 SMAC Inc. C60 8/23/2017 UNS 2,943.00 2,943.00 2,943.00 Smith, Katherine Unknown 0.00 Sneak Peek/Argo Partners 38,116.00 38,116.00 Solano-Salgado, Romisilda X Unknown 0.00 Solis, Magdalena X Unknown 0.00 Solutions Window Cleaning C29 7/31/2017 UNS 219.00 219.00 Something Special / Intraco, Inc. C59 8/23/2017 UNS 13,185.50 12,296.50 13,185.50 Sosa, Manuel Demetrio X Unknown 0.00 Southern California Edison C4 6/26/2017 UNS 7,139.14 7,139.14 Southwestern Bell Telephone Company C98 9/13/2017 UNS 1,515.86 1,515.86 Spotlight Concept, Inc. X Unknown 0.00 SPOTSYLVANIA MALL COMPANY C33 8/7/2017 UNS 291,886.20 X 236,800.00 0.00 objection Spotsylvania Mall Company C34 8/7/2017 UNS 347,652.27 X Unknown 347,652.27 potential objection Star Fabrics, Inc. X Unknown 0.00 Star Fabrics, Inc. Unknown 0.00 Star Fabrics, Inc. Unknown 0.00 Star Fabrics, Inc. Unknown 0.00 Star Fabrics, Inc. Unknown 0.00 Star West Parkway Mall LP X Unknown 0.00 Style Melody, Inc. / Lovetree 488,146.40 488,146.40 Superline Ladies Apparel 2,242.50 2,242.50 SweetRain Apparel, / dba Jump Clothing 278,299.30 278,299.30 SXH USA Inc. (dba Pink By Ele) C70 8/24/2017 UNS 4,650.78 2,851.80 4,650.78 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 33 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Tampa Premium Outlets, LLC X Unknown 0.00 Tanger - Fort Worth C159 10/2/2017 UNS 5,000.00 0.00 partial objection Tanger - Mebane C161 10/2/2017 UNS 6,555.97 0.00 partial objection Tanger - National Harbor C158 10/2/2017 UNS 225,023.07 207,700.00 225,023.07 potential objection Tanger - Savannah, GA C162 10/2/2017 UNS 163,837.97 163,837.97 potential objection Tanger Outlets X Unknown 0.00 TBB Orlando LLC C119 9/28/2017 UNS 61,131.11 61,503.75 61,131.11 potential objection Team Air Express C3 6/26/2017 UNS 10,983.84 11,708.04 10,983.84 Teenbell C153 9/29/2017 UNS 98,902.20 102,383.20 98,902.20 Temecula Towne Center Associates LLC C61 8/24/2017 UNS 559,159.25 X 314,000.00 559,159.25 potential objection TEX U.S.A., Inc. X Unknown 0.00 Texkhan, Inc. X Unknown 0.00 The CIT Group / Commercial Services, Inc. C84 8/31/2017 UNS 290,560.75 Unknown 290,560.75 The Domain Mall II, LLC X Unknown 0.00 The Mills at Jersey Gardens X Unknown 0.00 The Parks Mall at Arlington X Unknown 0.00 The Retail Property Trust X Unknown 0.00 The Timing, Inc 41,709.30 41,709.30 TM Wellington Green Mall, L.P. C143 9/29/2017 UNS 717,827.60 X 303,300.00 717,827.60 potential objection TM Wellington Green Mall, LP X Unknown 0.00 Toriz, Maria X Unknown 0.00 Torres, Jocelyn X Unknown 0.00 Torres-Arana, Maria Luisa X Unknown 0.00 Toten, Jodi X Unknown 0.00 Tres Bien 32,889.00 32,889.00 Trust International CHB. 12,390.80 12,390.80 Tucson Premium Outlets, LLC C19 7/19/2017 UNS 403,878.30 X Unknown 403,878.30 potential objection TXU Energy Retail Company LLC C35 8/9/2017 UNS 2,088.26 2,088.26 Tyco Integrated Security LLC C13 7/14/2017 UNS 4,769.14 0.00 Tyco Integrated Security LLC C14 7/14/2017 UNS 6,082.28 0.00 Tyco Integrated Security LLC C15 7/14/2017 UNS 3,275.53 0.00 Tyco Integrated Security LLC C24 7/24/2017 UNS 3,458.79 0.00 Unicolors, Inc. X Unknown 0.00 UP Fieldgate US Investments X Unknown 0.00 Uptown Village at Cedar Hill LLP C152 9/29/2017 UNS 5,000.00 5,000.00 partial objection Uriarte, Stephanie X Unknown 0.00 Valencia, Victoria X Unknown 0.00 Van Brunt, Ashley X Unknown 0.00 Van Brunt, Ashley X Unknown 0.00 Varela, Anjanette X Unknown 0.00 Vargas-Guerra, Silvia X Unknown 0.00 Velazquez-Guerra, Isabel X Unknown 0.00 Veliz-Herrera, Ismael X Unknown 0.00 Villa, Joshua X Unknown 0.00 Villanueva, Angelina X Unknown 0.00 Villarreal-Garcia, Jose X Unknown 0.00 Villarreals, Alejandra X Unknown 0.00 Vivace Design Inc. 318,946.85 318,946.85 WEA Palm Desert LLC C141 9/29/2017 UNS 75,868.13 24,939.12 75,868.13 potential objection WEA Southcenter LLC C129 9/29/2017 UNS 784,721.96 784,721.96 potential objection WEA Southcenter LLC X Unknown 0.00 WEA Southcenter LLC X Unknown 0.00 Westday Associates Limited Partnership 281,100.00 281,100.00 Westfield Palm Desert X Unknown 0.00 Westfield Topanga Owner LP C144 9/29/2017 UNS 7,309.93 7,309.93 partial objection Westland Mall LLC C149 9/29/2017 UNS 5,000.00 5,000.00 partial objection Wheaton Plaza Regional Shopping Center, LLP C135 9/29/2017 UNS 7,939.17 7,939.17 partial objection WPG Westshore, LLC C87 8/31/2017 UNS 1,069.04 1,069.04 partial objection Xenos Fashion, Inc. DBA Belinda C120 9/28/2017 UNS 609,974.90 558,521.00 609,974.90 Case 2:17-bk-17292-VZ Doc 204 Plan Filed Exhibit B10/30/17 – List of all Claims Entered 10/30/17 12:05:44 Desc Main Document Page 34 of 77

Proof of Claim Scheduled Claims Claim Status Name Claim No Clm File Date Filed Class Amount Sched C/U/D Schedule "F" Unsecured Potentially Allowed Claims Claim Objection Yi, Kenneth & Nicole X Unknown 0.00 Zavala, Jesus X Unknown 0.00 Zavala, Jesus Unknown 0.00 Zenana / KC Exclusive, Inc. 51,973.20 51,973.20 Zepeda, Kassandra X Unknown 0.00 Zero-One C91 9/5/2017 PRI 15,700.00 Zero-One C91 9/5/2017 UNS 4,152.23 4,152.23 Totals: 37,865,599.01 29,787,151.07 38,063,488.75

*objection = objection to be filed ** partial objection = objection to be filed to part of claim *** potential objection = for lease rejection damages being reviewed, objection filed if Debtor's amount is different Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 35 of 77

EXHIBIT “C”

List of all Property and Valuation of Property as of Confirmation Date

Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 36 of 77

EXHIBIT "C"

IDENTITY AND FAIR MARKET VALUE OF THE ESTATE'S ASSETS

Property Description Fair Market Value Basis of Opinion of Fair Liquidation Value Basis of Opinion of Qualification of Person Date of Valuation Market Value Liquidation Value Rendering Opinion Cash in Bank Accounts $7,867,172 N/A $7,867,172 N/A N/A As of February (Fluctuates daily) (Fluctuates daily) 28, 2018

Accounts Receivable $77,384 Book Value as of $0 AR Due form affiliates that Opinion of Tae Y. Yi, As of September 9/30/2017 will no longer operate President, Chief Financial 30, 2017 Officer and Shareholder of Cornerstone Apparel, Inc. Inventory $8,459,603 Cost of Inventory. $3,383,841 40% of Cost (assumes Opinion of Tae Y. Yi, As of February (Fluctuates daily) significant discounts and President, Chief Financial 28, 2018 liquidation costs). Officer and Shareholder of Cornerstone Apparel, Inc. Equipment, Property and $727,055 10% of Net Book Value. $363,527 5% of Net Book Value, the Opinion of Tae Y. Yi, As of February Intellectual Property majority is leasehold President, Chief Financial 28, 2018 improvements that would Officer and Shareholder of be left at stores vacated. Cornerstone Apparel, Inc. Leases $0 Many leases are above $0 Many leases are above Opinion of Tae Y. Yi, As of February current market rents, current market rents, President, Chief Financial 28, 2018 landlords offering many landlords offering many Officer and Shareholder of properties at lower rents. properties at lower rents. Cornerstone Apparel, Inc. No Real Property N/A N/A N/A N/A N/A N/A

Total $17,131,214.00 $11,614,540.90 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 37 of 77

EXHIBIT “D”

Projected Income, Expenses and Payments by Month/Quarter

Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Cornerstone Apparel, Inc. Projected Operating Model Main Document Page 38 of 77 Based on Management's Assumptions

Profit & Loss Statement Actual Actual/Proj Projected Projected Projected Projected Projected 2016 2017 2018 2019 2020 2021 2022 4010 ∙ Sales$ 100,811,139 $ 100,850,938 $ 98,582,194 $ 100,567,172 $ 104,318,347 $ 106,147,466 $ 109,783,569 Sales Price Increase ‐ ‐ 1,617,917 3,321,978 1,713,879 3,505,515 ‐ 4010 ∙ Sales ‐ Online 3,410,904 3,798,592 4,931,536 5,917,843 7,270,070 7,997,077 8,796,785 Total Sales$ 104,222,042 $ 104,649,530 $ 105,131,648 $ 109,806,994 $ 113,302,296 $ 117,650,058 $ 118,580,354

5000 ∙ Cost of Goods Sold 46,088,132 46,314,003 45,420,939 46,341,466 48,063,994 48,913,686 49,426,382 5010 ∙ Freight 1,271,865 1,312,685 1,300,770 1,327,410 1,377,501 1,401,026 1,419,647 Online COGS 1,511,264 1,682,776 2,103,470 2,621,605 3,067,277 3,542,705 3,896,976 Total COGS 48,871,262 49,309,464 48,825,180 50,290,481 52,508,772 53,857,417 54,743,005 Gross Profit 55,350,781 55,340,066 56,306,468 59,516,512 60,793,524 63,792,641 63,837,349 Gross Profit % 53.1% 52.9% 53.6% 54.2% 53.7% 54.2% 53.8%

Total Expenses 51,252,367 49,572,568 45,454,026 47,755,158 51,193,772 53,803,585 56,695,131 EBIT$ 4,098,414 $ 5,767,498 $ 10,852,441 $ 11,761,355 $ 9,599,752 $ 9,989,056 $ 7,142,218 6150 ∙ Depreciation 506,012 542,968 526,750 541,068 559,006 568,121 586,956

Four Wall EBITDA$ 4,604,425 $ 6,310,465 $ 11,379,191 $ 12,302,423 $ 10,158,758 $ 10,557,177 $ 7,729,174

Total Corporate Overhead$ 6,686,291 $ 6,573,394 $ 6,724,783 $ 6,930,256 $ 7,464,418 $ 7,758,317 $ 8,062,644

Total System EBITDA$ (2,081,866) $ (262,929) $ 4,654,408 $ 5,372,166 $ 2,694,340 $ 2,798,860 $ (333,470) As a % of Sales (2.0%) (0.3%) 4.4% 4.9% 2.4% 2.4% (0.3%)

6150 ∙ Depreciation 506,012 542,968 526,750 541,068 559,006 568,121 586,956 Total System EBIT$ (2,587,877) $ (805,897) $ 4,127,658 $ 4,831,099 $ 2,135,334 $ 2,230,739 $ (920,427)

Other Income and Expenses Interest Income 11,162 10,000 5,000 5,000 5,000 5,000 5,000 Dividend Income 75,722 18,317 ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities 111,430 525,362 ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment (1,262,898) (1,688,329) ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ (1,797,753) ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees ‐ (930,000) (1,720,000) (120,000) (120,000) (120,000) (120,000) Cancellation of Debt ‐ ‐ 8,454,554 ‐ ‐ ‐ ‐ Total Other Income and Expenses (1,021,108) (3,862,403) 6,739,554 (115,000) (115,000) (115,000) (115,000)

Net Income / (Loss) before Provision for Income Taxes (3,608,985) (4,668,300) 10,867,213 4,716,099 2,020,334 2,115,739 (1,035,427)

Provision for Income Taxes 70,303 ‐ 1,057,709 2,067,538 885,715 927,540 (453,931)

Net Income$ (3,679,288) $ (4,668,300) $ 9,809,503 $ 2,648,561 $ 1,134,620 $ 1,188,199 $ (581,496) As a % of Sales (3.5%) (4.5%) 9.3% 2.4% 1.0% 1.0% (0.5%) Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 39 of 77

Profit & Loss Statement Actual Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Act. / Proj. 123456789101112Full Year 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 4010 ∙ Sales$ 4,732,995 $ 5,862,741 $ 8,952,725 $ 9,685,666 $ 9,343,613 $ 8,773,589 $ 10,368,512 $ 9,951,517 $ 6,845,473 $ 7,016,634 $ 8,524,566 $ 10,792,906 $ 100,850,938 Sales Price Increase ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 4010 ∙ Sales ‐ Online 213,209 266,767 385,885 368,288 333,439 272,325 289,896 313,437 278,531 292,629 510,945 273,241 3,798,592 Total Sales$ 4,946,204 $ 6,129,507 $ 9,338,611 $ 10,053,954 $ 9,677,052 $ 9,045,914 $ 10,658,409 $ 10,264,954 $ 7,124,004 $ 7,309,263 $ 9,035,511 $ 11,066,147 $ 104,649,530

5000 ∙ Cost of Goods Sold 2,154,285 2,673,974 4,085,709 4,422,040 4,261,374 3,983,427 4,747,055 4,557,634 3,183,145 3,262,735 3,963,923 5,018,701 46,314,003 5010 ∙ Freight 61,869 77,239 117,268 127,012 122,308 114,496 129,513 132,594 86,215 90,983 112,047 141,141 1,312,685 Online COGS 94,451 118,178 170,947 163,152 147,713 120,640 128,424 138,853 123,389 129,635 226,349 121,046 1,682,776 Total COGS 2,310,606 2,869,390 4,373,924 4,712,204 4,531,396 4,218,562 5,004,992 4,829,081 3,392,749 3,483,352 4,302,319 5,280,889 49,309,464 Gross Profit 2,635,598 3,260,117 4,964,687 5,341,750 5,145,655 4,827,352 5,653,416 5,435,873 3,731,255 3,825,910 4,733,193 5,785,259 55,340,066 Gross Profit % 53.3% 53.2% 53.2% 53.1% 53.2% 53.4% 53.0% 53.0% 52.4% 52.3% 52.4% 52.3% 52.9%

Total Expenses 3,146,558 3,431,496 4,348,029 4,530,581 4,426,752 4,287,103 4,617,988 4,541,056 3,711,409 3,698,264 4,142,365 4,690,967 49,572,568 EBIT $ (510,959) $ (171,379) $ 616,657 $ 811,169 $ 718,904 $ 540,249 $ 1,035,428 $ 894,817 $ 19,846 $ 127,647 $ 590,828 $ 1,094,291 $ 5,767,498 6150 ∙ Depreciation 26,349 32,012 48,930 52,100 50,514 47,190 53,867 56,063 34,656 35,338 46,608 59,341 542,968

Four Wall EBITDA$ (484,610) $ (139,366) $ 665,587 $ 863,269 $ 769,417 $ 587,439 $ 1,089,295 $ 950,880 $ 54,502 $ 162,984 $ 637,436 $ 1,153,633 $ 6,310,465

Total Corporate Overhead$ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 547,783 $ 6,573,394

Total System EBITDA$ (1,032,393) $ (687,149) $ 117,804 $ 315,486 $ 221,634 $ 39,656 $ 541,512 $ 403,097 $ (493,281) $ (384,799) $ 89,653 $ 605,850 $ (262,929) As a % of Sales (20.9%) (11.2%) 1.3% 3.1% 2.3% 0.4% 5.1% 3.9% (6.9%) (5.3%) 1.0% 5.5% (0.3%)

6150 ∙ Depreciation 26,349 32,012 48,930 52,100 50,514 47,190 53,867 56,063 34,656 35,338 46,608 59,341 542,968 Total System EBIT$ (1,058,742) $ (719,162) $ 68,874 $ 263,386 $ 171,121 $ (7,534) $ 487,645 $ 347,034 $ (527,937) $ (420,136) $ 43,045 $ 546,508 $ (805,897)

Other Income and Expenses Interest Income 833 833 833 833 833 833 833 833 833 833 833 833 10,000 Dividend Income 1,526 1,526 1,526 1,526 1,526 1,526 1,526 1,526 1,526 1,526 1,526 1,526 18,317 Gain / (Loss) on Sale of Securities 43,780 43,780 43,780 43,780 43,780 43,780 43,780 43,780 43,780 43,780 43,780 43,780 525,362 Loss on Disposition of Leasehold Improvement and Equipment (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (140,694) (1,688,329) Write off of CSAWA Receivable (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (149,813) (1,797,753) Chapter 11 Professional Fees & Trustee Fees (30,000) (900,000) (930,000) Cancellation of Debt ‐ Total Other Income and Expenses (244,367) (244,367) (244,367) (244,367) (244,367) (244,367) (244,367) (244,367) (244,367) (244,367) (274,367) (1,144,367) (3,862,403)

Net Income / (Loss) before Provision for Income Taxes (1,303,109) (963,529) (175,492) 19,019 (73,246) (251,901) 243,278 102,668 (772,304) (664,503) (231,322) (597,858) (4,668,300)

Provision for Income Taxes ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Net Income$ (1,303,109) $ (963,529) $ (175,492) $ 19,019 $ (73,246) $ (251,901) $ 243,278 $ 102,668 $ (772,304) $ (664,503) $ (231,322) $ (597,858) $ (4,668,300) As a % of Sales (26.3%) (15.7%) (1.9%) 0.2% (0.8%) (2.8%) 2.3% 1.0% (10.8%) (9.1%) (2.6%) (5.4%) (4.5%) Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 40 of 77

Profit & Loss Statement Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected 123456789101112Full Year 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 4010 ∙ Sales $ 5,003,712 $ 6,039,212 $ 8,707,375 $ 9,420,497 $ 9,094,787 $ 8,537,733 $ 9,907,192 $ 9,513,340 $ 6,705,142 $ 6,919,948 $ 8,279,229 $ 10,454,027 $ 98,582,194 Sales Price Increase ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 335,257 345,997 413,961 522,701 1,617,917 4010 ∙ Sales ‐ Online 266,511 333,458 482,356 483,378 437,639 357,426 380,489 411,386 365,572 384,075 670,615 358,629 4,931,536 Total Sales $ 5,270,222 $ 6,372,671 $ 9,189,732 $ 9,903,876 $ 9,532,426 $ 8,895,160 $ 10,287,680 $ 9,924,727 $ 7,405,971 $ 7,650,020 $ 9,363,806 $ 11,335,358 $ 105,131,648

5000 ∙ Cost of Goods Sold 2,326,726 2,808,234 3,986,957 4,307,085 4,160,604 3,905,093 4,527,918 4,351,692 3,117,891 3,217,776 3,849,842 4,861,123 45,420,939 5010 ∙ Freight 66,590 80,825 115,322 125,339 120,306 111,840 129,159 127,049 87,046 90,100 109,575 137,619 1,300,770 Online COGS 118,064 147,722 213,684 203,940 184,642 150,800 160,530 173,566 154,237 162,043 282,936 151,307 2,103,470 Total COGS 2,511,380 3,036,781 4,315,963 4,636,364 4,465,552 4,167,733 4,817,607 4,652,306 3,359,174 3,469,919 4,242,353 5,150,049 48,825,180 Gross Profit 2,758,843 3,335,890 4,873,768 5,267,512 5,066,874 4,727,427 5,470,073 5,272,420 4,046,798 4,180,101 5,121,453 6,185,309 56,306,468 Gross Profit % 52.3% 52.3% 53.0% 53.2% 53.2% 53.1% 53.2% 53.1% 54.6% 54.6% 54.7% 54.6% 53.6%

Total Expenses 3,004,901 3,189,473 3,915,602 4,108,951 4,008,217 3,848,553 4,208,793 4,129,127 3,385,828 3,443,927 3,849,407 4,361,248 45,454,026 EBIT $ (246,059) $ 146,417 $ 958,166 $ 1,158,561 $ 1,058,656 $ 878,873 $ 1,261,281 $ 1,143,294 $ 660,970 $ 736,174 $ 1,272,046 $ 1,824,062 $ 10,852,441 6150 ∙ Depreciation 25,791 31,046 47,050 50,806 48,651 45,319 53,616 52,880 34,918 34,070 45,218 57,385 526,750

Four Wall EBITDA $ (220,268) $ 177,463 $ 1,005,217 $ 1,209,367 $ 1,107,308 $ 924,192 $ 1,314,897 $ 1,196,174 $ 695,887 $ 770,244 $ 1,317,264 $ 1,881,447 $ 11,379,191

Total Corporate Overhead $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 560,399 $ 6,724,783

Total System EBITDA $ (780,666) $ (382,935) $ 444,818 $ 648,968 $ 546,909 $ 363,793 $ 754,498 $ 635,775 $ 135,489 $ 209,845 $ 756,865 $ 1,321,048 $ 4,654,408 As a % of Sales (14.8%) (6.0%) 4.8% 6.6% 5.7% 4.1% 7.3% 6.4% 1.8% 2.7% 8.1% 11.7% 4.4%

6150 ∙ Depreciation 25,791 31,046 47,050 50,806 48,651 45,319 53,616 52,880 34,918 34,070 45,218 57,385 526,750 Total System EBIT $ (806,457) $ (413,982) $ 397,768 $ 598,162 $ 498,258 $ 318,475 $ 700,882 $ 582,895 $ 100,571 $ 175,776 $ 711,647 $ 1,263,663 $ 4,127,658

Other Income and Expenses Interest Income 417 417 417 417 417 417 417 417 417 417 417 417 5,000 Dividend Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees (30,000) (1,600,000) (30,000) (30,000) (30,000) (1,720,000) Cancellation of Debt 8,454,554 8,454,554 Total Other Income and Expenses (29,583) 6,854,971 417 (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 6,739,554

Net Income / (Loss) before Provision for Income Taxes (836,040) 6,440,989 398,185 568,579 498,674 318,892 671,299 583,312 100,988 146,192 712,064 1,264,080 10,867,213

Provision for Income Taxes ‐ ‐ ‐ ‐ ‐ (467,017) ‐ ‐ 594,294 ‐ ‐ 930,432 1,057,709

Net Income $ (836,040) $ 6,440,989 $ 398,185 $ 568,579 $ 498,674 $ 785,908 $ 671,299 $ 583,312 $ (493,307) $ 146,192 $ 712,064 $ 333,648 $ 9,809,503 As a % of Sales (15.9%) 101.1% 4.3% 5.7% 5.2% 8.8% 6.5% 5.9% (6.7%) 1.9% 7.6% 2.9% 9.3% Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 41 of 77

Profit & Loss Statement Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected 123456789101112Full Year 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 4010 ∙ Sales $ 4,968,214 $ 6,070,312 $ 8,743,067 $ 9,458,228 $ 9,132,115 $ 8,574,676 $ 9,943,755 $ 9,549,193 $ 7,075,945 $ 7,302,083 $ 8,731,501 $ 11,018,083 $ 100,567,172 Sales Price Increase 248,411 303,516 437,153 472,911 456,606 428,734 497,188 477,460 ‐ ‐ ‐ ‐ 3,321,978 4010 ∙ Sales ‐ Online 319,813 400,150 578,828 580,054 525,166 428,912 456,587 493,663 438,687 460,890 804,738 430,355 5,917,843 Total Sales $ 5,536,438 $ 6,773,977 $ 9,759,049 $ 10,511,194 $ 10,113,887 $ 9,432,321 $ 10,897,529 $ 10,520,316 $ 7,514,632 $ 7,762,973 $ 9,536,240 $ 11,448,438 $ 109,806,994

5000 ∙ Cost of Goods Sold 2,310,220 2,822,695 4,002,901 4,323,944 4,177,282 3,921,599 4,545,015 4,368,471 3,290,314 3,395,469 4,060,148 5,123,409 46,341,466 5010 ∙ Freight 66,504 81,268 115,809 125,844 120,808 112,338 129,659 127,542 91,898 95,110 115,579 145,051 1,327,410 Online COGS 141,677 177,266 256,421 256,964 232,649 190,008 202,268 218,693 194,338 204,174 356,499 190,647 2,621,605 Total COGS 2,518,400 3,081,230 4,375,131 4,706,752 4,530,738 4,223,944 4,876,942 4,714,706 3,576,550 3,694,753 4,532,226 5,459,107 50,290,481 Gross Profit 3,018,037 3,692,748 5,383,917 5,804,441 5,583,149 5,208,377 6,020,587 5,805,610 3,938,081 4,068,220 5,004,014 5,989,331 59,516,512 Gross Profit % 54.5% 54.5% 55.2% 55.2% 55.2% 55.2% 55.2% 55.2% 52.4% 52.4% 52.5% 52.3% 54.2%

Total Expenses 3,020,549 3,327,230 4,083,199 4,288,224 4,183,160 4,014,655 4,386,524 4,306,984 3,625,051 3,690,271 4,141,011 4,688,298 47,755,158 EBIT $ (2,512) $ 365,518 $ 1,300,718 $ 1,516,217 $ 1,399,988 $ 1,193,722 $ 1,634,062 $ 1,498,626 $ 313,030 $ 377,949 $ 863,002 $ 1,301,033 $ 11,761,355 6150 ∙ Depreciation 25,732 31,375 47,565 51,415 49,242 45,891 54,156 53,387 37,099 36,236 48,027 60,943 541,068

Four Wall EBITDA $ 23,220 $ 396,893 $ 1,348,283 $ 1,567,632 $ 1,449,230 $ 1,239,613 $ 1,688,218 $ 1,552,013 $ 350,129 $ 414,185 $ 911,030 $ 1,361,976 $ 12,302,423

Total Corporate Overhead $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 577,521 $ 6,930,256

Total System EBITDA $ (554,301) $ (180,628) $ 770,762 $ 990,110 $ 871,709 $ 662,092 $ 1,110,697 $ 974,492 $ (227,392) $ (163,337) $ 333,508 $ 784,455 $ 5,372,166 As a % of Sales (10.0%) (2.7%) 7.9% 9.4% 8.6% 7.0% 10.2% 9.3% (3.0%) (2.1%) 3.5% 6.9% 4.9%

6150 ∙ Depreciation 25,732 31,375 47,565 51,415 49,242 45,891 54,156 53,387 37,099 36,236 48,027 60,943 541,068 Total System EBIT $ (580,033) $ (212,003) $ 723,197 $ 938,696 $ 822,467 $ 616,201 $ 1,056,541 $ 921,105 $ (264,491) $ (199,572) $ 285,481 $ 723,512 $ 4,831,099

Other Income and Expenses Interest Income 417 417 417 417 417 417 417 417 417 417 417 417 5,000 Dividend Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees (30,000) (30,000) (30,000) (30,000) (120,000) Cancellation of Debt ‐ Total Other Income and Expenses (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (115,000)

Net Income / (Loss) before Provision for Income Taxes (609,616) (211,587) 723,613 909,112 822,884 616,617 1,026,957 921,521 (264,074) (229,156) 285,898 723,928 4,716,099

Provision for Income Taxes ‐ ‐ (42,783) ‐ ‐ 1,029,632 ‐ ‐ 738,443 ‐ ‐ 342,246 2,067,538

Net Income $ (609,616) $ (211,587) $ 766,397 $ 909,112 $ 822,884 $ (413,015) $ 1,026,957 $ 921,521 $ (1,002,517) $ (229,156) $ 285,898 $ 381,682 $ 2,648,561 As a % of Sales (11.0%) (3.1%) 7.9% 8.6% 8.1% (4.4%) 9.4% 8.8% (13.3%) (3.0%) 3.0% 3.3% 2.4% Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 42 of 77

Profit & Loss Statement Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected 123456789101112Full Year 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 4010 ∙ Sales $ 5,249,217 $ 6,406,248 $ 9,214,898 $ 9,965,693 $ 9,623,623 $ 9,038,552 $ 10,477,933 $ 10,064,600 $ 7,110,827 $ 7,338,112 $ 8,768,306 $ 11,060,337 $ 104,318,347 Sales Price Increase ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 355,541 366,906 438,415 553,017 1,713,879 4010 ∙ Sales ‐ Online 392,890 491,584 711,090 712,596 645,167 526,918 560,917 606,466 538,927 566,204 988,621 528,691 7,270,070 Total Sales $ 5,642,107 $ 6,897,832 $ 9,925,988 $ 10,678,290 $ 10,268,790 $ 9,565,470 $ 11,038,850 $ 10,671,066 $ 8,005,295 $ 8,271,221 $ 10,195,342 $ 12,142,045 $ 113,302,296

5000 ∙ Cost of Goods Sold 2,440,886 2,978,905 4,219,075 4,556,115 4,402,277 4,133,917 4,789,343 4,604,401 3,306,535 3,412,222 4,077,262 5,143,057 48,063,994 5010 ∙ Freight 70,303 85,805 122,096 132,632 127,346 118,455 136,665 134,451 92,402 95,624 116,101 145,622 1,377,501 Online COGS 165,762 207,402 300,012 300,648 272,199 222,309 236,653 255,871 227,376 238,884 417,104 223,057 3,067,277 Total COGS 2,676,951 3,272,112 4,641,184 4,989,394 4,801,822 4,474,681 5,162,661 4,994,723 3,626,312 3,746,730 4,610,467 5,511,736 52,508,772 Gross Profit 2,965,155 3,625,720 5,284,805 5,688,895 5,466,968 5,090,789 5,876,189 5,676,343 4,378,983 4,524,491 5,584,875 6,630,309 60,793,524 Gross Profit % 52.6% 52.6% 53.2% 53.3% 53.2% 53.2% 53.2% 53.2% 54.7% 54.7% 54.8% 54.6% 53.7%

Total Expenses 3,223,241 3,584,832 4,407,131 4,628,609 4,514,707 4,333,881 4,758,483 4,673,916 3,839,398 3,907,371 4,384,577 4,937,625 51,193,772 EBIT $ (258,086) $ 40,888 $ 877,673 $ 1,060,286 $ 952,262 $ 756,908 $ 1,117,705 $ 1,002,427 $ 539,586 $ 617,120 $ 1,200,299 $ 1,692,684 $ 9,599,752 6150 ∙ Depreciation 27,019 32,944 49,943 53,985 51,704 48,186 56,863 56,056 37,099 36,236 48,027 60,943 559,006

Four Wall EBITDA $ (231,067) $ 73,832 $ 927,617 $ 1,114,272 $ 1,003,966 $ 805,094 $ 1,174,569 $ 1,058,484 $ 576,684 $ 653,356 $ 1,248,326 $ 1,753,627 $ 10,158,758

Total Corporate Overhead $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 622,035 $ 7,464,418

Total System EBITDA $ (853,102) $ (548,203) $ 305,582 $ 492,237 $ 381,931 $ 183,059 $ 552,534 $ 436,449 $ (45,350) $ 31,321 $ 626,291 $ 1,131,592 $ 2,694,340 As a % of Sales (15.1%) (7.9%) 3.1% 4.6% 3.7% 1.9% 5.0% 4.1% (0.6%) 0.4% 6.1% 9.3% 2.4%

6150 ∙ Depreciation 27,019 32,944 49,943 53,985 51,704 48,186 56,863 56,056 37,099 36,236 48,027 60,943 559,006 Total System EBIT $ (880,121) $ (581,147) $ 255,638 $ 438,252 $ 330,227 $ 134,873 $ 495,671 $ 380,392 $ (82,449) $ (4,915) $ 578,264 $ 1,070,649 $ 2,135,334

Other Income and Expenses Interest Income 417 417 417 417 417 417 417 417 417 417 417 417 5,000 Dividend Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees (30,000) (30,000) (30,000) (30,000) (120,000) Cancellation of Debt ‐ Total Other Income and Expenses (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (115,000)

Net Income / (Loss) before Provision for Income Taxes (909,704) (580,730) 256,055 408,668 330,644 135,290 466,087 380,809 (82,033) (34,498) 578,681 1,071,066 2,020,334

Provision for Income Taxes ‐ ‐ (541,152) ‐ ‐ 383,425 ‐ ‐ 335,316 ‐ ‐ 708,125 885,715

Net Income $ (909,704) $ (580,730) $ 797,207 $ 408,668 $ 330,644 $ (248,136) $ 466,087 $ 380,809 $ (417,349) $ (34,498) $ 578,681 $ 362,941 $ 1,134,620 As a % of Sales (16.1%) (8.4%) 8.0% 3.8% 3.2% (2.6%) 4.2% 3.6% (5.2%) (0.4%) 5.7% 3.0% 1.0% Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 43 of 77

Profit & Loss Statement Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected 123456789101112Full Year 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 4010 ∙ Sales $ 5,255,980 $ 6,412,822 $ 9,223,270 $ 9,973,929 $ 9,632,243 $ 9,047,436 $ 10,488,448 $ 10,076,168 $ 7,474,974 $ 7,714,946 $ 9,217,161 $ 11,630,088 $ 106,147,466 Sales Price Increase 262,799 320,641 461,164 498,696 481,612 452,372 524,422 503,808 ‐ ‐ ‐ ‐ 3,505,515 4010 ∙ Sales ‐ Online 432,179 540,742 782,199 783,856 709,684 579,610 617,008 667,112 592,820 622,824 1,087,483 581,560 7,997,077 Total Sales $ 5,950,958 $ 7,274,206 $ 10,466,633 $ 11,256,482 $ 10,823,539 $ 10,079,418 $ 11,629,878 $ 11,247,088 $ 8,067,794 $ 8,337,770 $ 10,304,644 $ 12,211,648 $ 117,650,058

5000 ∙ Cost of Goods Sold 2,444,031 2,981,962 4,222,842 4,559,820 4,406,155 4,137,914 4,794,073 4,609,605 3,475,863 3,587,450 4,285,980 5,407,991 48,913,686 5010 ∙ Freight 70,364 85,864 122,171 132,706 127,424 118,535 136,760 134,555 97,099 100,495 122,000 153,054 1,401,026 Online COGS 191,455 239,549 346,514 347,248 314,390 256,767 273,335 295,531 262,619 275,911 481,755 257,631 3,542,705 Total COGS 2,705,850 3,307,375 4,691,527 5,039,774 4,847,968 4,513,216 5,204,167 5,039,691 3,835,581 3,963,856 4,889,735 5,818,676 53,857,417 Gross Profit 3,245,108 3,966,830 5,775,105 6,216,708 5,975,570 5,566,202 6,425,711 6,207,397 4,232,212 4,373,915 5,414,910 6,392,973 63,792,641 Gross Profit % 54.5% 54.5% 55.2% 55.2% 55.2% 55.2% 55.3% 55.2% 52.5% 52.5% 52.5% 52.4% 54.2%

Total Expenses 3,398,884 3,750,717 4,605,442 4,833,138 4,714,650 4,521,658 4,931,550 4,846,655 4,083,649 4,158,919 4,683,446 5,274,877 53,803,585 EBIT $ (153,776) $ 216,114 $ 1,169,663 $ 1,383,569 $ 1,260,921 $ 1,044,544 $ 1,494,161 $ 1,360,742 $ 148,563 $ 214,996 $ 731,464 $ 1,118,096 $ 9,989,056 6150 ∙ Depreciation 27,019 32,944 49,943 53,985 51,704 48,186 56,863 56,056 38,954 38,048 50,429 63,991 568,121

Four Wall EBITDA $ (126,758) $ 249,058 $ 1,219,607 $ 1,437,555 $ 1,312,624 $ 1,092,730 $ 1,551,024 $ 1,416,798 $ 187,517 $ 253,043 $ 781,893 $ 1,182,086 $ 10,557,177

Total Corporate Overhead $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 646,526 $ 7,758,317

Total System EBITDA $ (773,284) $ (397,469) $ 573,080 $ 791,028 $ 666,098 $ 446,203 $ 904,498 $ 770,272 $ (459,009) $ (393,483) $ 135,366 $ 535,560 $ 2,798,860 As a % of Sales (13.0%) (5.5%) 5.5% 7.0% 6.2% 4.4% 7.8% 6.8% (5.7%) (4.7%) 1.3% 4.4% 2.4%

6150 ∙ Depreciation 27,019 32,944 49,943 53,985 51,704 48,186 56,863 56,056 38,954 38,048 50,429 63,991 568,121 Total System EBIT $ (800,303) $ (430,413) $ 523,137 $ 737,043 $ 614,394 $ 398,018 $ 847,634 $ 714,215 $ (497,963) $ (431,531) $ 84,938 $ 471,569 $ 2,230,739

Other Income and Expenses Interest Income 417 417 417 417 417 417 417 417 417 417 417 417 5,000 Dividend Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees (30,000) (30,000) (30,000) (30,000) (120,000) Cancellation of Debt ‐ Total Other Income and Expenses (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (115,000)

Net Income / (Loss) before Provision for Income Taxes (829,886) (429,996) 523,554 707,460 614,811 398,434 818,051 714,632 (497,546) (461,114) 85,354 471,986 2,115,739

Provision for Income Taxes ‐ ‐ (322,806) ‐ ‐ 754,357 ‐ ‐ 453,804 ‐ ‐ 42,185 927,540

Net Income $ (829,886) $ (429,996) $ 846,360 $ 707,460 $ 614,811 $ (355,923) $ 818,051 $ 714,632 $ (951,350) $ (461,114) $ 85,354 $ 429,800 $ 1,188,199 As a % of Sales (13.9%) (5.9%) 8.1% 6.3% 5.7% (3.5%) 7.0% 6.4% (11.8%) (5.5%) 0.8% 3.5% 1.0% Cornerstone Apparel, Inc. Projected Operating ModelCase 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Based on Management's Assumptions Main Document Page 44 of 77

Profit & Loss Statement Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected 123456789101112Full Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 4010 ∙ Sales $ 5,526,590 $ 6,741,057 $ 9,694,104 $ 10,482,138 $ 10,123,811 $ 9,510,069 $ 11,025,015 $ 10,593,336 $ 7,484,440 $ 7,725,868 $ 9,228,646 $ 11,648,496 $ 109,783,569 Sales Price Increase ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 4010 ∙ Sales ‐ Online 475,397 594,817 860,419 862,242 780,652 637,571 678,709 733,823 652,102 685,107 1,196,231 639,716 8,796,785 Total Sales $ 6,001,987 $ 7,335,874 $ 10,554,522 $ 11,344,380 $ 10,904,463 $ 10,147,640 $ 11,703,724 $ 11,327,159 $ 8,136,541 $ 8,410,975 $ 10,424,877 $ 12,288,212 $ 118,580,354

5000 ∙ Cost of Goods Sold 2,569,865 3,134,591 4,351,088 4,697,752 4,539,827 4,263,836 4,940,016 4,750,756 3,355,870 3,466,160 4,136,461 5,220,160 49,426,382 5010 ∙ Freight 72,474 88,421 125,799 136,638 131,207 122,063 140,833 138,575 95,241 98,581 119,661 150,155 1,419,647 Online COGS 210,601 263,504 381,166 381,973 345,829 282,444 300,668 325,084 288,881 303,502 529,930 283,394 3,896,976 Total COGS 2,852,939 3,486,516 4,858,053 5,216,363 5,016,863 4,668,342 5,381,516 5,214,415 3,739,992 3,868,243 4,786,052 5,653,709 54,743,005 Gross Profit 3,149,048 3,849,357 5,696,470 6,128,017 5,887,600 5,479,298 6,322,207 6,112,744 4,396,549 4,542,731 5,638,825 6,634,503 63,837,349 Gross Profit % 52.5% 52.5% 54.0% 54.0% 54.0% 54.0% 54.0% 54.0% 54.0% 54.0% 54.1% 54.0% 53.8%

Total Expenses 3,595,532 3,971,709 4,898,828 5,144,776 5,018,081 4,808,808 5,251,503 5,160,820 4,226,343 4,304,897 4,855,364 5,458,469 56,695,131 EBIT $ (446,484) $ (122,352) $ 797,642 $ 983,241 $ 869,518 $ 670,489 $ 1,070,704 $ 951,924 $ 170,206 $ 237,835 $ 783,461 $ 1,176,034 $ 7,142,218 6150 ∙ Depreciation 28,370 34,591 52,441 56,685 54,289 50,595 59,707 58,859 38,954 38,048 50,429 63,991 586,956

Four Wall EBITDA $ (418,115) $ (87,761) $ 850,082 $ 1,039,925 $ 923,807 $ 721,084 $ 1,130,410 $ 1,010,783 $ 209,160 $ 275,882 $ 833,890 $ 1,240,025 $ 7,729,174

Total Corporate Overhead $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 671,887 $ 8,062,644

Total System EBITDA $ (1,090,002) $ (759,648) $ 178,195 $ 368,038 $ 251,920 $ 49,197 $ 458,523 $ 338,896 $ (462,727) $ (396,005) $ 162,002 $ 568,138 $ (333,470) As a % of Sales (18.2%) (10.4%) 1.7% 3.2% 2.3% 0.5% 3.9% 3.0% (5.7%) (4.7%) 1.6% 4.6% (0.3%)

6150 ∙ Depreciation 28,370 34,591 52,441 56,685 54,289 50,595 59,707 58,859 38,954 38,048 50,429 63,991 586,956 Total System EBIT $ (1,118,371) $ (794,239) $ 125,755 $ 311,354 $ 197,631 $ (1,398) $ 398,817 $ 280,037 $ (501,681) $ (434,053) $ 111,574 $ 504,147 $ (920,427)

Other Income and Expenses Interest Income 417 417 417 417 417 417 417 417 417 417 417 417 5,000 Dividend Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Gain / (Loss) on Sale of Securities ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Loss on Disposition of Leasehold Improvement and Equipment ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Write off of CSAWA Receivable ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Chapter 11 Professional Fees & Trustee Fees (30,000) (30,000) (30,000) (30,000) (120,000) Cancellation of Debt ‐ Total Other Income and Expenses (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (29,583) 417 417 (115,000)

Net Income / (Loss) before Provision for Income Taxes (1,147,954) (793,822) 126,171 281,770 198,048 (981) 369,233 280,454 (501,264) (463,636) 111,990 504,564 (1,035,427)

Provision for Income Taxes ‐ ‐ (795,961) ‐ ‐ 209,922 ‐ ‐ 65,068 ‐ ‐ 67,039 (453,931)

Net Income $ (1,147,954) $ (793,822) $ 922,133 $ 281,770 $ 198,048 $ (210,904) $ 369,233 $ 280,454 $ (566,333) $ (463,636) $ 111,990 $ 437,524 $ (581,496) As a % of Sales (19.1%) (10.8%) 8.7% 2.5% 1.8% (2.1%) 3.2% 2.5% (7.0%) (5.5%) 1.1% 3.6% (0.5%) Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 45 of 77

Assumptions for FY2016 to FY2023 Papaya Model – From Cornerstone Management – October 26, 2017

Note: all projections are based on cash basis accounting.

Profit and Loss Statement

Sales: - Decline of 6.8% in total sales in second half of 2017 (first half of 2017 are actual results) across all stores except for the following: o AZB, CAD, CAE, CAG, CAH, CBC, TZA, TZB, TZC, and VAH o TZA, TZB, TZC and VAH are new stores that opened in 2017 o Online sales (CIS) expected to grow about 11-12% over 2016 in 2017. - No sales volume growth in 2018 - 2022 across all stores, and while this may be a conservative assumption, Management expects retail brick and mortar stores to continue to struggle as more shoppers are switching to online shopping rather than in retail stores, except for the following stores: o Growth at CBC of 15.0% in 2018 and 10.0% in 2019, then flat as this store opened in late 2015 and historically when a store opens there has been growth for three to four years before stabilizing. o Growth at TZA, TZB, TZC and VAH of 5% a year in each of 2018, 2019 and 2020, then flat – these are new stores that opened between March and October 2017 o Online sales are expected to accelerate after hiring a new marketing director – project growth of 25.0% in 2018, 20.0% in 2019, 17.0% in 2020, and lowering to 10.0% in each of 2021 and 2022. Project online sales to grow from $3.8mm in 2017 (actual / projected) to $8.8mm in 2022 - Sales price increases: o 5% in September 2018 (2.1x cost instead of the current 2.0x cost) o 5% in September 2020 (Management has given guidance that Forever 21 has done a selling price increase of 2.0x cost to 2.5x cost in the past, however Papaya’s customer is price sensitive and Management is concerned that if prices are increased too much volume will decline).

Cost of Goods Sold and Freight: - Assume current gross profit margins are realized for the entire projection period, similar to the projections from Province, the financial advisor to the Unsecured Creditors Committee.

Online Advertising Expense: - Online advertising expense is projected to increase to $360k a year in 2018 and grow at 5% a year until 2022. This is to support the online sales growth from $3.8mm in 2017 to $11.9mm in 2022 and accounts for between 4.7% and 7.3% of online sales, depending on the year.

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Store Payroll: - Payroll has been projected on a store by store basis by looking at historical hours per store per month multiplied by the average store wage at each store. The projections were created on a store by store basis (sales, expense etc.) and laws increasing the minimum wage that have passed or have been proposed were incorporated into each store. In certain states where no such minimum wage law increase has passed or been proposed (Texas for example), store payroll is projected to grow 3.0% to 5.0% a year to keep up with inflation.

Store Rent - Store rent has been projected on a store-by-store basis based on finalized rent- concession negotiations the Company had with landlords. In 20 stores, the rent expense will revert to the old rent expense after the concession period (2 years for most stores) and at this point the stores would lose money. Additionally, many of these stores where the Company was able to negotiate, concessions are subject to a mutual “kick-out” at the end of the concession period (2 years for most stores) if the landlord and tenant cannot come to an agreement on the go forward rent. o This model assumes that all stores remain open throughout the projection period and that the landlord and the Company can come to an agreement for the go-forward rent expense. This model assumes that at the point of the rent reverting to the old levels (generally 2 years from January 2018) that the landlord would agree to a 5.0% annual increase from the existing lower rent levels at that point.

All other Store General and Administrative expenses are projected to grow 2.0% a year to account for inflation increases.

Corporate Payroll: - Hourly employees at corporate headquarters and the warehouse are projected to increase with the applicable California law for minimum wage increases over the projection period. - Salaried employees (excluding Mr. Choi, Mrs. Choi and Mr. Yi) are projected to increase salaries at a rate 5.0% a year (historical trend at Cornerstone Apparel, Inc.). - Mr. Choi, Mrs. Choi and Mr. Yi reduced their 2017 salaries below the 2016 levels and will stay at this reduced level in 2018 and 2019 ($288k reduction per year for 2.5 years). In 2020, Mr. Choi’s, Mrs. Choi’s and Mr. Yi’s salaries revert to the 2016 levels and grow at a rate of 3.0% a year thereafter. If Mr. Choi’s, Mrs. Choi’s and Mr. Yi’s salaries were to remain at the 2017 and 2018 levels, profitability would increase by $288k per year.

Corporate Insurance: - Insurance expense at Corporate increased based on new quote from insurance provider.

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Corporate Rent: - Corporate rent is projected to remain flat throughout the projection period.

Corporate Property Taxes: - Corporate property taxes are projected to grow 1.0% a year throughout the projection period.

Legal and Professional Fees: - Legal and Professional fees have been normalized to 2016/2017 levels (assuming no Chapter 11 or restructuring) and are projected to grow at a rate of 3.0% a year throughout the projection period.

Bank Charges - Bank Charges are projected to grow 3.0% a year throughout the projection period.

Other Expenses – Corporate: - Other expenses are based on historical run-rate (9 months through September 30, 2017, normalized for one-time items and then annualized) and are projected to grow at 3.0% a year throughout the projection period.

The projections assume no dividends or gains or losses from the sale of securities as all securities will be sold by December 31, 2017 (Ownership intends to use this money for professional fees).

Taxes: - The projections assume a federal tax rate of 35.0% and a California tax rate of 8.84% for a total tax rate of 43.84%. If the actual tax rate is lower, this would result in additional profitability for the Company. - No tax loss carryforwards are projected based on the Company’s tax advisor’s opinion. If a tax loss carryforward is generated and could be used to offset future taxable income, profitability and cash flow would increase which would mean upside to the projections. - Cornerstone Apparel, Inc. changed from an S corporation in Tax Year 2016 to a C corporation in Tax Year 2017 and beyond.

Balance Sheet

Inventory: - Inventory is projected as follows: o 71 stores (x) 15,000 units per store (x) $6.20 average cost per unit = $6.6 million, plus o $1.8 million inventory (minimum) at warehouse and to support online sales: . Total Inventory of $8.4 million . Existing inventory is approximately 13,000 units per store, and the Company is currently COD with vendors and is projecting terms of

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only 10 days. To sustain the current business model, Management believes the Company will need to carry a higher inventory level, which is a conservative assumption as in the event the inventory turns remain as they currently are, sales could be higher which would represent an upside to the projections.  This inventory level varies throughout the year (some months are higher some are lower) based on seasonality.  Days of Inventory on hand are projected based on seasonality and vary from 40 to 109 (in accordance with high sales months such as July and December to low sales months such as September and January and February).

Accounts Payable: - Accounts payable are projected to be 10 days of payables outstanding throughout the projection period. Management believes vendors are unlikely to give any meaningful terms until the payment plan to the Unsecured Creditors Committee is paid in full. In the event the Company can secure terms of more than 10 days from its vendors there would be an increase in cash flow as the Company would have more time to pay the vendors. As an example, if the Company could negotiate terms of 20 days, cash would increase by $1.6 million to $1.9 million depending on the month of the year, representing an upside to the projections.

No debt is projected (except for the Unsecured Creditor’s Committee Note “UCC Note”) in the projection model.

The UCC Note is projected to be for total cash consideration of $8.5 million, paid in equal installments of $425,000 a quarter (March, June, September, December) for five years (2018 to 2022) and does not bear any interest or fees.

Additionally, Cornerstone Apparel, Inc. Ownership and Management is offering 30.0% of any operating profits (defined as the Total System Earnings Before Interest and Taxes “Total System EBIT”) in excess of $25.0 million, measured on March 31, 2023 for the Period from March 1, 2018 to February 28, 2023. Total System EBIT in this model is projected to be $12.4 million over the next five years (2018 to 2022). As an example, if actual Total System EBIT were to be $27.0 million, over this same projection period, the Unsecured Creditors committee would be entitled to 30% of $2.0 million or $600 thousand above the proposed $8.5 million payment plan ($27.0 million - $25.0 million = $2.0 million x 30.0% = $600 thousand).

Furthermore, as of the Plan Effective Date (projected as February 28, 2018), 25.0% of any Cornerstone Apparel, Inc. cash above $7.5 million will be distributed to the Unsecured Creditors.

Ownership is proposing to commit additional equity by reducing the Owners’ salaries by $288 thousand a year, for 2.5 years (July 2016 to December 2019), total “in kind” contribution of $720 thousand).

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Capital Expenditures are projected as follows: 2018: $1.6 million (much of this would be for non-refundable deposits for the system) for an ERP and POS hardware and software system for the 71+ stores and online store and $0.5 million for regular store maintenance. 2019: $0.5 million for regular store maintenance. 2020: $0.5 million for regular store maintenance. 2021: $0.5 million for regular store maintenance. 2022: $0.5 million for regular store maintenance. Ownership and Management are not projecting to build out any more stores and the above amounts are sufficient to maintain the existing quality and feel of the current store base (based on historical capital expenditures).

Professional Fees are projected as follows: a. Company Bankruptcy Counsel - $600 thousand b. Company Financial Advisor - $300 thousand c. UCC Counsel - $500 thousand d. UCC Financial Advisor - $500 thousand e. Company Counsel and Accountant - $400 thousand f. Contingency / Buffer - $200 thousand Total of $2.5 million and subject to change Payments to professionals projected as follows: a. $900 thousand in December 2017 b. $1.6 million at Effective Date in February 2018

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EXHIBIT “E”

Financial Records

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Cornerstone Apparel, Inc. Balance Sheet

9/30/2017 ASSETS Current Assets Total Cash and Marketable Securities$ 10,357,508 Total Accounts Receivable 4,380,798 Inventory 7,347,459 Due from Affiliates 501,409 Total Current Assets 22,587,174

Total Fixed Assets (Less Depreciation) 5,761,582 Total Other Assets 41,044 TOTAL ASSETS$ 28,389,800

LIABILITIES & EQUITY Liabilities Current Liabilities Total Accounts Payable 18,146,756 Wages payable (5,228) Sales Tax Payable-CA 181,786 Sales Tax Payable-Other States 292,523 Notes Payable 15,483 Total Liabilities 18,631,320

Equity 1,080,000 Add'l Paid-in Capital 648,200 Retained Earnings 11,750,941 Net Income (3,720,661) Total Equity 9,758,479 TOTAL LIABILITIES & EQUITY$ 28,389,800 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 52 of 77

Cornerstone Apparel, Inc. Income Statement Jan - Sep 17 Total Sales$ 80,713,707

Cost of Goods Sold Cost of Goods Sold 37,935,096 Freight 956,239 Total Cost of Goods Sold 38,891,335 Gross Profit 41,822,372

Total Expenses 44,402,406 Net Ordinary Income (2,580,034)

Other Income/Expense Interest Income 4,023 Dividend Income 18,317 Gain(Loss) on stock transaction 525,362 Gain(Loss) on disp. of assets (1,688,330) Total Other Income (1,140,627) Net Income$ (3,720,661) Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 53 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 54 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 55 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 56 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 57 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 58 of 77 Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 59 of 77

EXHIBIT “F”

Additional Declarations [None]

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EXHIBIT “G”

Unexpired Leases to be Assumed, Unexpired Leases to be Rejected & Executory Contracts to be Assumed

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LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Code Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Assume Cure Amount

1 AZB Arizona Mills 5000 Arizona Mills Circle Tempe AZ 85282 Arizona Mills LLC 225 W. Washington St Indianapolis IN 46204 TBD $0.00

Mission Valley 11601 Wilshire Blvd. 11th 2 CAC Westfield Mission Valley 1640 Camino del Rio North San Diego CA 92108 Los Angeles CA 90025 TBD $73,153.01 Shoppingtown LLC fl.

Ontario Mills Limited 3 CAD Ontario Mills 1 Mills Circle Ontario CA 91764 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Partnership

Las Americas Premium Chelsea San Diego Finance 4 CAE 4265 Camino de la Plaza San Diego CA 92173 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlet LLC

5 CAG Galleria at Tyler 1107 Galleria at Tyler Riverside CA 92503 Tyler Limited Partnership 110 N. Wacker Dr. Chicago IL 60606 TBD $0.00

Montclair Plaza Lane 6 CAH Montclair Plaza 5037 E Montclair Plaza Lane Montclair CA 91763 4700 Wilshire Blvd Los Angeles CA 90010 TBD $0.00 Owner LLC

Orange City Mills Limited 7 CAI Outlets at Orange 20 City Boulevard West Orange CA 92868 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Partnership

1114 Avenue of the 8 CAK The Shoppes at Carlsbad 2525 El Camino Real Carlsbad CA 92008 RPI Carlsbad LP New York NY 10036 TBD $0.00 Americas #2800

11601 Wilshire Blvd. 11th 9 CAL Westfield Plaza Bonita National City3030 Plaza Bonit National City CA 91950 Plaza Bonita LLC Los Angeles CA 90025 TBD $70,418.33 fl.

Craig Realty Group Citadel 4100 MacArthur Blvd. 10 CAM Citadel Outlets 5675 E Telegraph Road Commerce CA 90040 Newport Beach CA 92660 TBD $0.00 LLC #200

Glendale I Mall Associates 11 CAO Glendale Galleria 1186 Glendale Galleria Glendale CA 91210 110 N. Wacker Dr. Chicago IL 60606 TBD $0.00 LP

Camarillo Premium 12 CAP 610 Ventura Blvd Camarillo CA 93010 CPG Partners LP 225 W. Washington St Indianapolis IN 46204 TBD $251.37 Outlets

13 CAS Brea Mall 1065 Brea Mall Brea CA 92821 The Retail Property Trust 225 W. Washington St Indianapolis IN 46204 TBD $2,528.28

Montebello Town Center 14 CAY Shops at Montebello 1735 Montebello Town CenteMontebello CA 90640 2134 Town Center Drive Montebello CA 90640 TBD $0.00 Investors LLC

15 CAZ Shops at Dos Lagos 2785 Cabot Dr Corona CA 92883 Dos Lago CRN LLC 2780 Cabot Dr. #140 Corona CA 92883 TBD $0.00

c/o Excel property Mgmt West 16 CBA Gran Plaza Outlets 888 2nd Ave. Calexico CA 92231 Gran Plaza LP CA 90069 TBD $0.00 9034 W. Sunset Blvd Hollywood

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LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Code Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Assume Cure Amount

11601 Wilshire Blvd. 11th 17 CNA Westfield Oakridge 925 Blossom Hill Road San Jose CA 95123 Oakridge Mall LLC Los Angeles CA 90025 TBD $0.00 fl.

Milpitas Mills Limited 18 CNB Great Mall 447 Great Mall Drive Milpitas CA 95035 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Partnership

Sunvalley Shopping Center 200 East Long Lake Road, 19 CNC Sun Valley Mall 232 Sunvalley Mall Concord CA 94520 Bloomfield MI 48303 TBD $0.00 LLC PO Box 200

San Francisco Premium Livermore Premium 20 CNF 3220 Livermore Outlets Dr Livermore CA 94550 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets Outlets LLC Chelsea Orlando Orlando Premium 21 FLA 8200 Vineland Avenue Orlando FL 32821 Development Limited 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets Partnership Dolphin Mall Associates 200 East Long Lake Road, 22 FLB Dolphin Mall 11401 N.W. 12 Street Miami FL 33172 Bloomfield MI 48303 TBD $0.00 LLC PO Box 200

23 FLF Florida Mall 8001 S. Orange Blossom Trail Orlando FL 32809 Florida Mall Associates LTD 225 W. Washington St Indianapolis IN 46204 TBD $0.00

11601 Wilshire Blvd. 11th 24 FLG Westfield Countryside 27001 US Highway 19 North Clearwater FL 33761 Countryside Mall LLC Los Angeles CA 90025 TBD $0.00 fl.

c/o Washing Prime Group 25 FLH Edison Mall 4125 Cleveland Avenue Fort Myers FL 33901 Edison Mall LLC Columbus OH 43215 TBD $6,070.71 Inc. 180 East Broad Street

26 FLI Coral Square 9469 W Atlantic Blvd Coral Springs FL 33071 Coral‐CS/LTD. Associates 225 W. Washington St Indianapolis IN 46204 TBD $0.00

c/o Washing Prime Group 27 FLL Westshore Plaza 250 Westshore Plaza Tampa FL 33609 WPG Westshore LLC Columbus OH 43215 TBD $0.00 Inc. 180 East Broad Street

Westfield Brandon Town Brandon Shopping Center 11601 Wilshire Blvd. 11th 28 FLM 459 Brandon Town Center Brandon FL 33511 Los Angeles CA 90025 TBD $0.00 Center Partners LTD fl. c/o SRP Property 29 FLP Westland Mall 1665 West 49th st. Hialeah FL 33013 Westland Mall LLC Management LLC 1 East Chicago IL 60601 TBD $0.00 Wacker Dr. #3700 c/o Mall Management 30 FLQ Orlando Fashion Square 3201 E. Colonial Dr Orlando FL 32803 TBB Orlando LLC Orlando FL 32803 TBD $63,900.00 Office, 3201 E. Colonial Dt.

11601 Wilshire Blvd. 11th 31 FLS Westfield Broward 8000 W. Broward Blvd Plantation FL 33388 Broward Mall LLC Los Angeles CA 90025 TBD $0.00 fl.

Tampa Premium Outlets 32 FLT Tampa Premium Outlets 2312 Grand Cypress Dr Lutz FL 33559 225 W. Washington St Indianapolis IN 46204 TBD $0.00 LLC

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LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Code Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Assume Cure Amount

Tanger Outlets Daytona 33 FLU 4173 Cornerstone Blvd Daytona Beach FL 32117 Tanger Daytona LLC 3200 Northline Ave. #360 Greensboro NC 27408 TBD $0.00 Beach

Sugarloaf Mills Limited 34 GAA Sugarloaf Mills 5900 Sugarloaf Parkway Lawrenceville GA 30043 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Partnership

35 GAB Mall of Georgia 3333 Buford Drive Buford GA 30519 Mall of Georgia LLA 225 W. Washington St Indianapolis IN 46204 TBD $0.00

36 GAC Town Center at Cobb 400 Ernest W Barrett Pkwy NWKennesaw GA 30144 Town Center at Cobb LLC 225 W. Washington St Indianapolis IN 46204 TBD $180.20

Tanger Outlets Locust Tanger Properties Limited 37 GAD 1000 Tanger Dr Locust Grove GA 30248 3200 Northline Ave. #360 Greensboro NC 27408 TBD $0.00 Grove Partnership

North Georgia Premium 38 GAE 800 Highway 400 South Dawsonville GA 30534 CPG Partners LP 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets c/o Horizon Group 39 GAG Outlet Shops at Atlanta 915 Ridgewalk Pkwy Woodstock GA 30188 Atlanta Outlet Shoppes LLC Properties LP 5000 Hakes Muskegon MI 49441 TBD $0.00 Drive, #500 Pearlridge Shopping c/o Washing Prime Group 40 HIE 98‐1005 Moanalua Road Aiea HI 28027 BRE/Pearlridge LLC Columbus OH 43215 TBD $25,954.78 Center Inc. 180 East Broad Street c/o The Woodmont Co. Louisiana Boardwalk 41 LAA 350 Boardwalk Blvd. Bossier City LA 71111 Garrison Boardwalk LLC Attn: Bill McFadden Bossier City LA 71111 TBD $0.00 Outlets 540 Boardwalk Blvd. Ariundel Mills Limited 42 MDA Arundel Mills 7000 Arundel Mills Circle Hanover MD 21076 225 W. Washington St Indianapolis IN 46204 TBD $199.28 Partnership

11601 Wilshire Blvd. 11th 43 MDB Westfield Anapolis 2002 Annapolis Mall Annapolis MD 21401 Anapolis Mall Owner LLC Los Angeles CA 90025 TBD $0.00 fl.

Wheaton Plaza Regional 11601 Wilshire Blvd. 11th 44 MDC Westfield Wheaton 11160 Veirs Mill RD Wheaton MD 20902 Los Angeles CA 90025 TBD $0.00 Shopping Center LLP fl.

Prestige Outlets of Taubman Prestige Outlets 200 East Long Lake Road, 45 MOC 17057 North Outer 40 RD Chesterfield MO 63005 Bloomfield MI 48303 TBD $0.00 Chesterfield of Chesterfield LLC PO Box 200

Concord Mills Mall Limited 46 NCB Concord Mills 8111 Concord Mills Blvd Concord NC 28027 225 W. Washington St Indianapolis IN 46204 TBD $164.25 Partnership

47 NJA Jersey Gardens 651 Kapkowski Road Elizabeth NJ 7201 JG Elizabeth II LLC 225 W. Washington St Indianapolis IN 46204 TBD $0.00

c/o Pyramid Mgmt Group, 48 NYA Palisades Center 3482 Palisades Center Drive West Nyack NY 10994 Eklecco Newco LLC Syarcuse NY 13202 TBD $2,197.64 4 Clinton Square

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LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Code Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Assume Cure Amount

Grapevine Mills Limited 49 TXA Grapevine Mills 3000 Grapevine Mills ParkwayGrapevine TX 76051 225 W. Washington St Indianapolis IN 46204 TBD $474.78 Partnership

San Marcos Premium San Marcos Factory Shops 50 TXB 3939 IH‐35 South San Marcos TX 78666 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets LTD

51 TXC Galleria Dallas 13350 Dallas Parkway Dallas TX 75240 Galleria Mall Investors LP 13350 Dallas Pkwy. #3080 Dallas TX 75240 TBD $0.00

Simon Property Group 52 TXD Firewheel Town Center 410 Coneflower Dr Garland TX 75040 225 W. Washington St Indianapolis IN 46204 TBD $0.00 (Texas) LP

Round Rock Premium Round Rock Premium 53 TXH 4401 North IH‐35 Round Rock TX 78664 225 W. Washington St Indianapolis IN 46204 TBD $885.78 Outlets Outlets LP

Rio Grande Valley 54 TXI 5001 East Expressway 83 Mercedes TX 78570 CPG Mercedes LP 225 W. Washington St Indianapolis IN 46204 TBD $49.23 Premium Outlets

Houston Premium 55 TXJ 29300 Hempstead Road Cypress TX 77433 CPG Houston Holdings LP 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets

Uptown Village at Cedar 56 TXO Hillside Village 305 W. FM 13825 Cedar Hill TX 75104 305 W. FM 1382, Suite 590 Cedar Hill TX 75104 TBD $0.00 Hill LP

Simon Property Group 57 TXR La Plaza 2200 South 10th St McAllen TX 78503 225 W. Washington St Indianapolis IN 46204 TBD $906.49 (Texas) LP

Simon Property Group 58 TXS North East Mall 1101 Melbourne St Hurst TX 76053 225 W. Washington St Indianapolis IN 46204 TBD $0.00 (Texas) LP

Simon Property Group 59 TXT Cielo Vista Mall 8401 Gateway Blvd West West El Paso TX 79925 225 W. Washington St Indianapolis IN 46204 TBD $0.00 (Texas) LP

60 TXU Ingram Park 6301 NW Loop 410 San Antonio TX 78238 Ingram Park Mall LP 225 W. Washington St Indianapolis IN 46204 TBD $61.02

Grand Prairie Premium Grand Prairie Premium 61 TXV 2950 West Interstate 20 Grand Praire TX 75052 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets Outlets LP

Corpus Christi Retail 5488 South Padre Island 62 TXW La Palmera 5488 S. Padre Island Dr Corpus Christi TX 78411 Corpus Christi TX 78411 TBD $0.00 Venture LP Dr.

63 TXX Tanger Outlet Galveston 5885 Gulf Freeway Texas City TX 77591 Galveston Outlets LLC 3200 Northline Ave. #360 Greensboro NC 27408 TBD $0.00

c/o Horizon Group Outlet Shoppes at El 64 TXY 7051 S. Desert Blvd Canutillo TX 79835 El Paso Outlet Center LLC Properties LP 5000 Hakes Muskegon MI 49441 TBD $0.00 Paso Drive, #500

Unexpired Real Property Leases To Be Assumed Case 2:17-bk-17292-VZ Doc 204Unexpired RealFiled Property 10/30/17 Leases To Be Assumed Entered 10/30/17 12:05:44 Desc Main Document Page 65 of 77

LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Code Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Assume Cure Amount c/o Horizon Group Outlet Shoopes at 65 TZA 1600 Waters St Laredo TX 78040 El Portal Center LLC Properties LP 5000 Hakes Muskegon MI 49441 TBD $0.00 Laredo Drive, #500 Outlets at Corpus Christi Lockard Outlets Corpus 66 TZB 500 N. IH 69 Robstown TX 78380 4501 Prairie Parkway Cedar Falls IA 50613 TBD $0.00 Bay Christi Bay LLC

67 TZC Tanger Outlet Ft. Worth 15837 North Freeway #1015 Ft. Worth TX 76177 Tanger Fort Worth LLC 3200 Northline Ave. #360 Greensboro NC 27408 TBD $0.00

68 VAA Potomac Mills 2700 Potomac Mills Circle Prince William VA 22192 Mall at Potomac Mills LLC 225 W. Washington St Indianapolis IN 46204 TBD $0.00

Williamsburg Premium 69 VAF 5625‐165 Richmond Rd Williamsburg VA 23188 Williamsburg Mazel LLC 225 W. Washington St Indianapolis IN 46204 TBD $0.00 Outlets

Fairfax Company of 200 East Long Lake Road, 70 VAG Fair Oaks Mall 11934 U Fair Oaks Fairfax VA 22033 Bloomfield MI 48303 TBD $0.00 Virginia LLC PO Box 200

PR Springfield Town Center c/o PREIT Services LLC 200 71 VAH Springfield Town Center 6500 Springfield Mall Springfield VA 22150 Philadelphia PA 19102 TBD $0.00 LLC S. Broad St. 3rd fl.

72 ZION Smithway Warehouse 5807 Smithway Street Commerce CA 90040 Zion Property Group Inc. 5807 Smithway Street Commerce CA 90040 TBD $0.00

TOTAL: $247,395.15

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LOCATION ADDRESS LANDLORD INFO

Location Date of Order to Effective No. Location Name Location Address City State Zip Landlord Name Landlord Address City State Zip Reject Rejection Date

Tucson Premium Outlets 1 AZF Tucson Premium Outlet 6401 West Marana Center BlvTucson AZ 85742 225 W. Washington St Indianapolis IN 46204 6/21/2017 6/30/2017 LLC

EMI Santa Rosa Limited 2 CNE Santa Rosa Plaza 1003A Santa Rosa Plaza Santa Rosa CA 95401 225 W. Washington St Indianapolis IN 46204 6/21/2017 6/30/2017 Partnership

Westfield Galleria at Roseville Shoppingtown 11601 Wilshire Blvd. 11th 3 CNG 1151 Galleria Blvd Roseville CA 95678 Los Angeles CA 90025 6/21/2017 6/30/2017 Roseville LLC fl.

Paragon Outlet Paragon Outlet White 217 East Redwood St. 21st 4 MDE Unknown Baltimore MD 21202 6/21/2017 6/30/2017 Baltimore Marsh LLC fl.

Opry Mills Mall Limited 5 TNA Opry Mills 127 Opry Mills Dr Nashville Nashville TN 37214 225 W. Washington St Indianapolis IN 46204 6/21/2017 6/30/2017 Partnership

6 TNB Wolfchase Galleria 2760 N. Germantown Plwy Memphis TN 38133 Galleria at Wolfchase LLC 225 W. Washington St Indianapolis IN 46204 6/21/2017 6/30/2017

849 E. Commerce, Suite 7 TXF River Center 849 E. Commerce St San Antonio TX 78205 New Rivercenter Mall II, LP San Antonio TX 78205 6/21/2017 6/30/2017 895 Paragon Outlets 217 East Redwood St. 21st 8 TZD Paragon Outlet Houston Unknown Rosenberg Limited Baltimore MD 21202 6/21/2017 6/30/2017 fl. Partnership University Mall Owners c/o RD Management LLC 9 FLD University Mall 2200 East Fowler Avenue Tampa FL 33612 New York NY 10019 8/30/2017 8/31/2017 LLC 810 Seventh Ave. 10th fl.

LVP St. Augustine Outlets 1985 Cedar Bridge Ave. 10 FLJ St. Augustine Outlets 500 Outlet Mall Blvd Augustine FL 32084 Lakewood NJ 8701 8/30/2017 8/31/2017 LLC Suite 1

Westfield Topanga Owner 11601 Wilshire Blvd. 11th 11 CAU Westfield Topanga 6600 Topanga Canyon Blvd Canoga Park CA 91303 Los Angeles CA 90025 TBD 9/30/2017 LLC fl.

4100 MacArthur Blvd. 12 CBC Outlets at San Clemente 101 W. Avenida Vista Hermos San Clemente CA 92672 Villa San Clemente LLC Newport Beach CA 92660 TBD 12/31/2017 #200

EWH Escondido Associates 11601 Wilshire Blvd. 11th 13 CBD Westfield North County 272 E. Via Rancho Parkway Escondido CA 92025 Los Angeles CA 90025 TBD 9/30/2017 LP fl.

11601 Wilshire Blvd. 11th 14 CBE Westfield Palm Desert 72‐840 Highway 111 Palm Desert CA 92260 WEA Palm Desert LLC Los Angeles CA 90025 TBD 9/30/2017 fl.

15 FLN The Avenues 10300 Southside Blvd Jacksonville FL 32256 Avenues Mall LLC 225 W. Washington St Indianapolis IN 46204 TBD 9/30/2017

Simon Property Group 16 TXZ Broadway Square 4601 S. Broadway Ave Tyler TX 75703 225 W. Washington St Indianapolis IN 46204 TBD 12/31/2017 (Texas) LP

Unexpired Real Property Leases To Be Rejected Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main DocumentExecutory Contracts to Pagebe Assumed 67 of 77

Name Address City State Zip Description Cure Amount Cooperation agreement (for Dolphin Mall store located at 11401 N.W. Kim, Richard 4820 NE 15th Terrace Oakland Park FL 33334 12 Street #428, Miami, FL 33172) $0.00 Cooperation agreement (for Galleria at Tyler store located at 1107 Bai, Stella and Hee Young 1756 Milano Montebello Montebello CA 90640 Galleria at Tyler, Riverside, CA 92503) $0.00 Cooperation agreement (for Great Mall Milpitas store, located at 447 An, Michelle 561 Elm Avenue Milpitas CA 95035 Great Mall Drive, Milpitas, CA 95035) $0.00 Cooperation agreement (for Potomac Mills store located at 2700 Choi, Suk Hwan & Sohyun 13673 Sweet Woodruff Lane Centreville VA 20120 Potomac Mills Circle #619, Prince William, VA 22192) $0.00 Cooperation agreement (for Sunvalley Mall store located at 232 Kim, Hae Sook 1415 Mesa Verde Fullerton CA 92833 Sunvalley Mall, Concord, CA 94520) $0.00 Cooperation agreement (for The Outlet at Orange store located at 20 Seo, Choon Hee 1103 Creekside Drive Fullerton CA 92833 City Boulevard West, Orange, CA 92868) $0.00 Cooperation agreement (for Westfield Carlsbad store located at 2525 El Lee, Dong Soo & Ji Sun 6843 Helenite Carlsbad CA 92009 Camino Real, Carlsbad, CA 92008) $0.00 Cooperation agreement (for Westfield Mission Valley store located at Choi, Sang Heup 16839 Abundante Street San Diego CA 92127 1640 Camino del Rio North, San Diego, CA 92108) $0.00 Cooperation agreement (for Westfield Oakridge store located at 925 Yi, Kenneth & Nicole 2310 Camino Monte Fullerton CA 92833 Blossom Hill Road, San Jose, CA 95123) $0.00 Cooperaon agreements (for Louisiana Boardwalk store located at 350 Boardwalk, Bossier City, LA 71111) (for Broadway Square store located Choi, Jin Hwan & Mikyung Kelly 2202 Kennebunk Lane Centreville VA 20120 at 4601 S. Broadway Avenue #C08, Tyler, TX 75703) $0.00

Cooperaon agreements (for Orlando Premium Outlets store located at 8200 Vineland Avenue, Orlando, FL 32821) (for University Mall store located at 2200 East Fowler Avenue, Tampa, FL 33612) (for The Florida Kim, Dal Hang & Leslie N. 2309 Ridgewind Way Windermere FL 34786 Mall store located at 8001 S. Orange Blossom Trail, Orlando, FL 32809) $0.00 Cooperaon agreements (for Sugarloaf Mills store located at 5900 Sugarloaf Parkway #208, Lawrenceville, GA 30043) (for Mall of Georgia store located at 3333 Buford Drive #2078, Buford, GA 30519) (for Town Center at Cobb store located at 400 Ernest W. Barrett Pkwy NW, Suite Kim, Jonathan C. & Jin Sook 2395 Devon Leigh Walk Duluth GA 30096 216, Kennesaw, GA 30144) $0.00

Executory Contracts to be Assumed Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 68 of 77

EXHIBIT “H”

Administrative Expense Claims

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EXHIBIT “H”

Administrative Expense Claims - § 507(a)(2) and § 1129(a)(9)(A). These include: (1) court- approved claims of attorneys and other professionals; and (2) United States trustee fees under 28 U.S.C. chapter 123. **

Claimant: CRG Financial LLC/RM Manufacturing Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 4,884.12 0 % $4,884.12 Monthly $ $ Quarterly months

Claimant: Fortune Dynamic Inc. Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 18,450.00 0 % $18,450 Monthly $ $ Quarterly months

Claimant: Legend Footwear, Inc. Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date

$ 14,679.00 0 % $14,679 Monthly $ $ Quarterly months

Claimant: Prime Business Credit Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $80,479.6 $ 80,479.60 0 % Monthly $ $ 0 Quarterly months

Claimant: Levene, Neale, Bender, Yoo & Brill Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $ 600,000/$300,000

paid before Effective 0 % $300,000 Monthly $ $ months Date Quarterly

1

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Claimant: Sierra Constellation Partners LLC Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $ 300,000 / $150,000

paid before Effective 0 % $150,000 Monthly $ $ months Date Quarterly

Claimant: Law Offices of Steven Kim Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $344,703.75 / $150,000 0 % $150,000 Monthly $ $ paid before Effective Quarterly months Date

Claimant: Young W. Park, CPA Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $45,000 / $36,000 paid 0 % $36,000 Monthly $ $ before Effective Date Quarterly months

Claimant: Lewis Brisbois Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $ 500,000 / $250,000

paid before Effective 0 % $250,000 Monthly $ $ months Date Quarterly

Claimant: Province Claim Amount Amount Amount Paid After Effective Date Interest (less paid to date) Paid on Rate Each Balloon Term of Effective Frequency Actual (if any) Payment Pymts Payments Estimated Date $ 500,000 / $250,000

paid before Effective 0 % $250,000 Monthly $ $ months Date Quarterly

**As reflected in the Debtor's Amended Schedule A/B, approximately $680,000 in goods were purchased within 20 days before the Petition Date. An administrative expense claims bar date of December 7, 2017 has been requested for Bankruptcy Code § 503(b)(a) claims.

2

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EXHIBIT “I”

Class #3 - Unimpaired Non-Insider Secured Claims (Continued)

Case 2:17-bk-17292-VZ Doc 204 Filed 10/30/17 Entered 10/30/17 12:05:44 Desc Main Document Page 72 of 77

EXHIBIT “I”

CLASS #3 - Unimpaired Non-Insider Claims (Continued). Claimants are not entitled to vote to accept or reject the Plan. Until claims are fully paid, claimants retain their interest in the property securing the claim. Treatment is:

There are no claims in CLASS #3.

CLASS #3d Claimant: San Marcos CID Basis for secured status: Tax Lien Priority of lien: First priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $1,077.61 $1,077.61 12% 2018 $1,077.61 1 $1,077.61 2018

Address or Other Description of Collateral Securing Claim 3d: FF&E and inventory at Store located at 3939 S IH 35 Ste 780, San Marcos, Texas.

Value: N/A Valuation Order on motion or stipulation Declaration: Certified Method appraiser Other: Texas Property Tax Code

Additional Comments relating to Class #3d: Estimated 2017 Business/Personal property tax on FF&E an inventory to be paid in 2018 when due.

CLASS #3e Claimant: Smith County Basis for secured status: Tax lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $745.47 $745.47 12% 2018 $745.47 1 $745.47 2018

Address or Other Description of Collateral Securing Claim 3e: FF&E and inventory at Store located in Smith County, Texas Value: Valuation Order on motion or stipulation Declaration: Certified $N/A Method appraiser Other: Texas Property Tax code

1

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Additional Comments relating to Class #3e: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

CLASS #3f Claimant: Tarrant County Basis for secured status: Tax Lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $8,238.46 $8,238.46 12% 2018 $8,238.46 1 $8,238.46 2018

Address or Other Description of Collateral Securing Claim 3f: FF&E and inventory at Store located in Tarrant County, Texas

Value: Valuation Order on motion or stipulation Declaration: Certified $N/A Method appraiser Other: Texas Property Tax Code

Additional Comments relating to Class #3f: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

CLASS #3f Claimant: Dallas County Basis for secured status: Tax lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $2,727.16 $2,727.16 12% 2018 $2,727.16 1 $2,727.16 2018

Address or Other Description of Collateral Securing Claim 3f: FF&E and inventory at Store located in Dallas County, Texas Value: Valuation Order on motion or stipulation Declaration: Certified $N/A Method appraiser Other: Texas Property Tax code

2

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Additional Comments relating to Class #3f: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

CLASS #3g Claimant: Hidalgo County Basis for secured status: Tax Lien Priority of lien: First Priority

Total Total Amount of Frequency Total First Amount of Final Amount of Payments Over Interest of Yearly Payment Each Payment Allowed Time to Satisfy Rate Payments payments Date Installment date Claim Secured Claim $6,669.97 $6,669.97 15% 2018 $6,669.97 1 $6,669.97 2018

Address or Other Description of Collateral Securing Claim 3g: FF&E and inventory at Store located in Hidalgo County, Texas

Value: Valuation Order on motion or stipulation Declaration: Certified $N/A Method appraiser Other: Texas Property Tax Code

Additional Comments relating to Class #3g: Estimated 2017 Personal property tax on FF&E an inventory to be paid in 2018 when due.

3

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1 PROOF OF SERVICE OF DOCUMENT

2 I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067 3 A true and correct copy of the foregoing document entitled: DISCLOSURE STATEMENT AND PLAN OF 4 REORGANIZATION OF A DEBTOR WHO IS NOT AN INDIVIDUAL will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated 5 below:

6 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and 7 hyperlink to the document. On October 30, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List 8 to receive NEF transmission at the email addresses stated below:

Service information continued on attached page 9 2. SERVED BY UNITED STATES MAIL: On October 30, 2017, I served the following persons and/or 10 entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and 11 addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. 12 Cornerstone Apparel, Inc. United States Trustee 13 5807 Smithway Street Kelly L. Morrison Los Angeles, CA 90040 915 Wilshire Blvd., Suite 1850 14 Los Angeles, California 90017

15 Service information continued on attached page 16

17 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, 18 on October 30, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or 19 email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. 20 Served via Attorney Service 21 Hon. Vincent P. Zurzolo United States Bankruptcy Court 22 Edward R. Roybal Federal Building 255 E. Temple Street, Suite 1360 / Ctrm 1368 23 Los Angeles, CA 90012

24 I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. 25 October 30, 2017 Stephanie Reichert /s/ Stephanie Reichert 26 Date Type Name Signature 27 28

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE

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1 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF):

2 Dustin P Branch on behalf of Creditor PGIM Real Estate, Starwood Retail Partners, LLC, The Macerich Company, Westfield, LLC 3 [email protected], [email protected];[email protected]

4 John H Choi on behalf of Interested Party Courtesy NEF [email protected], [email protected] 5 Richard T Davis on behalf of Creditor Spotsylvania Mall Company 6 [email protected], [email protected]

7 John P Dillman on behalf of Creditor Cypress-Fairbanks ISD, Galveston County, Harris County, Tyler County: [email protected] 8 Oscar Estrada on behalf of Creditor LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR 9 [email protected]

10 Scott Ewing on behalf of Interested Party Courtesy NEF [email protected], [email protected];[email protected];docketalarm-ecf-cacb- 11 [email protected]

12 Ronald E Gold on behalf of Creditor Washington Prime Group Inc. [email protected], [email protected] 13 Courtney J Hull on behalf of Creditor Texas Comptroller of Public Accounts 14 [email protected], [email protected]

15 Clifford P Jung on behalf of Interested Party Courtesy NEF [email protected], [email protected];[email protected] 16 Eve H Karasik on behalf of Debtor Cornerstone Apparel, Inc. 17 [email protected]

18 John W Kim on behalf of Attorney John W Kim [email protected] 19 Jeffrey Kurtzman on behalf of Creditor PREIT Services, as agent for PR Springfield Town Center, LLC 20 [email protected]

21 Jeffrey S Kwong on behalf of Debtor Cornerstone Apparel, Inc. [email protected], [email protected] 22 Dare Law on behalf of U.S. Trustee United States Trustee (LA): [email protected] 23 Scott Lee on behalf of Creditor Committee Official Committee of Unsecured Creditors 24 [email protected]

25 Noreen A Madoyan on behalf of Interested Party Courtesy NEF [email protected], 26 [email protected];[email protected];[email protected]

27 Monserrat Morales on behalf of Interested Party Courtesy NEF [email protected], 28 [email protected];[email protected];[email protected]

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE

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Kevin M Newman on behalf of Creditor Carousel Center Company, L.P. 1 [email protected], [email protected]

2 Kevin M Newman on behalf of Creditor EklecCo NewCo LLC [email protected], [email protected] 3 Kevin M Newman on behalf of Creditor Pyramid Walden Company, L.P. 4 [email protected], [email protected]

5 Juliet Y Oh on behalf of Debtor Cornerstone Apparel, Inc. [email protected], [email protected] 6 Kristen N Pate on behalf of Creditor GGP Limited Partnership 7 [email protected]

8 Christopher E Prince on behalf of Interested Party Courtesy NEF [email protected], 9 [email protected];[email protected];[email protected]

10 Lovee D Sarenas on behalf of Creditor Committee Official Committee of Unsecured Creditors [email protected] 11 Lovee D Sarenas on behalf of Interested Party Courtesy NEF 12 [email protected]

13 Benjamin Seigel on behalf of Interested Party Courtesy NEF [email protected], [email protected];[email protected] 14 Michael A Shakouri on behalf of Creditor c/o Goodkin & Lynch 5060 Montclair Plaza Lane Owner, LLC 15 [email protected], [email protected]

16 Ronald M Tucker, Esq on behalf of Creditor Simon Property Group, Inc. [email protected], [email protected];[email protected];[email protected] 17 United States Trustee (LA) 18 [email protected]

19 Ashley R Wedding on behalf of Creditor Temecula Towne Center Associates L.P. [email protected], [email protected] 20 Elizabeth Weller on behalf of Creditor Dallas county 21 [email protected]

22 Elizabeth Weller on behalf of Creditor Smith County [email protected] 23 Elizabeth Weller on behalf of Creditor Tarrant County 24 [email protected]

25 Timothy J Yoo on behalf of Debtor Cornerstone Apparel, Inc. [email protected] 26 27 28

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE